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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Form 10-K Equivalent
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------
(Mark One)
[_] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended June 26, 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 of incorporation) (IRS Employer Identification Number)
90 Linden Oaks, PO Box 20670, Rochester, NY 14602-0670
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (585) 383-1850
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [_] NO [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_] Not Applicable
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
YES [_] NO [X]
The registrant's common stock is not publicly traded.
Aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant:
NONE
Number of common shares outstanding at September 20, 2004:
Common Stock: 11,000
* This Form 10-K Equivalent is only being filed pursuant to a requirement
contained in the indenture governing Birds Eye Foods, Inc.'s 11 7/8 Percent
Senior Subordinated Notes Due 2008.
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1
FORM 10-K EQUIVALENT ANNUAL REPORT - FISCAL YEAR 2004
BIRDS EYE FOODS, INC.
TABLE OF CONTENTS
PART I
PAGE
----
Cautionary Statement on Forward-Looking Statements............. 3
ITEM 1. Description of Business
General Development of Business................................ 3
Narrative Description of Business ............................. 4
Financial Information About Industry Segments.................. 5
Packaging and Distribution..................................... 5
Trademarks..................................................... 6
Raw Material Sources........................................... 6
Environmental Matters.......................................... 7
Seasonality of Business........................................ 7
Practices Concerning Working Capital........................... 7
Significant Customers.......................................... 8
Backlog of Orders.............................................. 8
Business Subject to Governmental Contracts..................... 8
Competitive Conditions......................................... 8
Market and Industry Data....................................... 8
New Products and Research and Development...................... 8
Employees...................................................... 9
ITEM 2. Description of Properties......................................... 9
ITEM 3. Legal Proceedings................................................. 10
ITEM 4. Submission of Matters to a Vote of Security Holders............... 10
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters, and Issuer Purchases of Equity Securities............. 11
ITEM 6. Selected Financial Data........................................... 11
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 12
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk........ 23
ITEM 8. Financial Statements and Supplementary Data....................... 25
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure....................................... 65
ITEM 9A. Controls and Procedures........................................... 65
ITEM 9B. Other Information................................................. 65
PART III
ITEM 10. Directors and Executive Officers of the Registrant................ 66
ITEM 11. Executive Compensation............................................ 69
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters................................ 72
ITEM 13. Certain Relationships and Related Transactions.................... 74
ITEM 14. Principal Accountant Fees and Services............................ 76
PART IV
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K... 77
Signatures........................................................ 79
Exhibit Index..................................................... 81
2
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
From time to time, Birds Eye Foods, Inc. (the "Company" or "Birds Eye Foods") or
persons acting on behalf of Birds Eye Foods may make oral and written statements
that may constitute "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995 (the "PSLRA") or by the Securities and
Exchange Commission ("SEC") in its rules, regulations, and releases. The Company
desires to take advantage of the "safe harbor" provisions in the PSLRA for
forward-looking statements made from time to time, including, but not limited
to, the forward-looking information contained in the Management's Discussion and
Analysis of Financial Condition and Results of Operations and other statements
made in this Form 10-K Equivalent and in other filings with the SEC.
The Company cautions readers that any such forward-looking statements made by or
on behalf of the Company are based on management's current expectations and
beliefs but are not guarantees of future performance. Actual results could
differ materially from those expressed or implied in the forward-looking
statements. The factors that could impact the Company include:
o the impact of strong competition in the food industry, including
competitive pricing;
o the impact of changes in consumer demand;
o the effectiveness of marketing and shifts in market demand;
o the impact of weather on the volume and quality of raw product;
o the inherent risks in the marketplace associated with new product
introductions, including uncertainties about trade and consumer acceptance;
o the continuation of the Company's success in integrating operations
(including the realization of anticipated synergies in operations and the
timing of any such synergies) and the availability of acquisition and
alliance opportunities;
o the Company's ability to achieve gains in productivity and improvements in
capacity utilization;
o the Company's ability to service debt; and
o interest rate fluctuations.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Birds Eye Foods, Inc., incorporated in 1961 and based in Rochester, New York, is
a producer and marketer of processed food products. The terms "Company" and
"Birds Eye Foods" mean "Birds Eye Foods, Inc." and its subsidiaries unless the
context indicates otherwise. The Company has three primary segments in which it
operates, including: branded frozen, branded dry, and non-branded products. The
majority of each of the segments' net sales is within the United States. In
addition, all of the Company's operating facilities, excluding one in Mexico,
are within the United States.
Birds Eye Foods is the nation's leader in manufacturing and marketing of frozen
vegetables. The Company markets its branded frozen vegetable products under the
Birds Eye, Birds Eye Voila!, Birds Eye Simply Grillin', Freshlike and McKenzie's
names. In addition, Birds Eye Foods produces branded dry products, including
fruit fillings and toppings (Comstock and Wilderness), chili and chili
ingredients (Nalley and Brooks), salad dressings (Bernstein's and Nalley), and
snacks (Tim's, Snyder of Berlin and Husman). The Company's branded products are
sold to customers such as C&S Wholesale Grocers, Inc., DiGiorgio White Rose,
Food Lion, Kroger, Publix Super Markets, Inc., Roundy's, SuperValu,
Wal-Mart/Sam's, and Winn-Dixie. All of the major brands under which the Company
markets its products are listed below under "Trademarks."
3
Birds Eye Foods also produces many products for non-branded markets which
include the store brand, food service and industrial product lines. The
Company's store brand products include frozen vegetables, canned soups, salad
dressings, chili products, fruit fillings and toppings, Southern frozen
vegetable specialty products, and frozen breaded and battered products, which
are sold to customers such as Albertson's, Aldi, Inc., Associated Wholesale
Grocers, BJ's, Safeway, SuperValu, Wal-Mart/Sam's, Wegmans, Western Family, and
Winn-Dixie.
The Company's food service and industrial products include frozen vegetables,
salad dressings, fruit fillings and toppings, southern frozen vegetable
specialty products, canned specialties, frozen breaded and battered products,
and canned and frozen fruit, which are sold to customers such as ConAgra, Food
Service of America, Gordon Food Service, Kraft Foods, SYSCO, and US Food
Service.
The percentage of net sales from products under brand names owned and promoted
by the Company amounted to approximately 64 percent in fiscal 2004, comprised of
40 percent of branded frozen net sales and 24 percent of branded dry net sales.
Non-branded items contributed 36 percent of net sales in fiscal 2004.
The Change in Control (the "Transaction"): On August 19, 2002 (the "Closing
Date"), pursuant to the terms of the Unit Purchase Agreement dated 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. As part of the Transaction, Pro-Fac contributed all of its shares of
Birds Eye Foods, constituting 100 percent of the capital stock of Birds Eye
Foods, to Birds Eye Holdings LLC ("Holdings LLC") in consideration for Class B
common units of Holdings LLC and Vestar/Agrilink Holdings, together with certain
co-investors (collectively, "Vestar") contributed $175.0 million to the capital
of Holdings LLC, in consideration for preferred units, Class A common units, and
warrants to purchase additional Class A common units. The warrants were
immediately exercised. As a result of the Transaction, Birds Eye Foods is no
longer a wholly-owned subsidiary of Pro-Fac. The transactions consummated
pursuant to the Unit Purchase Agreement are referred to herein collectively as
the "Transaction" and "predecessor" refers to Birds Eye Foods prior to the
Transaction. Prior to the Transaction, Birds Eye Foods was a wholly-owned
subsidiary of Pro-Fac. Pro-Fac is an agricultural cooperative corporation formed
in 1960 under the Cooperative Corporation Laws of New York to process and market
crops grown by its members. See NOTE 2 to the "Notes to Consolidated Financial
Statements" for further discussion.
NARRATIVE DESCRIPTION OF BUSINESS
The Company has three primary segments in which it operates: branded frozen,
branded dry, and non-branded. A description of the Company's three primary
segments follows:
Branded Frozen: The Company's branded frozen family of products includes
traditional frozen vegetables as well as value added products marketed under
recognizable consumer brands. The Birds Eye branded product lines include an
array of traditional frozen vegetables from peas, beans, and corn to roasted
potatoes and several varieties of vegetable blends. Baby vegetables and
vegetables with sauce provide yet another alternative in the portfolio of Birds
Eye frozen offerings. These products come in an array of sizes tailored to meet
the needs of consumers of small households and large families. In addition,
value added products under the Birds Eye umbrella include Birds Eye Voila! and
Birds Eye Simply Grillin'. Birds Eye Voila! is a frozen all-in-one meal
replacement product. In the fourth quarter of fiscal 2004, the Company launched
an innovative Birds Eye Voila! reduced carbohydrate 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. Birds Eye Simply Grillin' is a pre-seasoned frozen vegetable,
ready-to-grill or oven-ready product. The Company also markets frozen fruit
products under the Birds Eye brand.
The Company's portfolio of other branded frozen products includes several
regional brands which command a strong market share in the geographies in which
they compete. Freshlike is a leading consumer brand of frozen vegetables in the
Midwest, and McKenzie's markets Southern-style vegetable products distributed
primarily in the Southern United States.
Net sales within the branded frozen segment represented approximately 40, 40,
and 39 percent of the Company's total net sales in fiscal 2004, 2003, and 2002,
respectively.
Branded Dry: The Company's branded dry family of products includes a wide
variety of product offerings. The Company markets products under brands
including Comstock and Wilderness, well-known fruit fillings and toppings
consumer brands. The Company also markets snack items through regional brands
including Snyder of Berlin, Husman, and Tim's. Snyder of Berlin competes in the
Mid-Atlantic states. Husman products are marketed in the Midwest, and Tim's
competes in the Pacific Northwest. In addition, the
4
Company competes in the salad dressing category with the Bernstein's and Nalley
brands marketed in the Pacific Northwest. Adding to the variety of items are
chili and chili ingredients marketed regionally under the Nalley and Brooks
brands in the Pacific Northwest and the Midwest, respectively. The Company
commands a strong market share for its branded dry products in the geographies
in which they compete. Branded dry products represented approximately 24, 24,
and 21 percent of the Company's net sales in fiscal 2004, 2003, and 2002,
respectively.
The Company also licenses the Birds Eye Fresh trademark to several fresh
vegetable partners.
Prior to March 2, 2003, the Company was a 50 percent partner with Flanagan
Brothers, Inc. ("Flanagan Brothers") in Great Lakes Kraut Company, LLC ("GLK"),
a producer and marketer of sauerkraut. This joint venture included the Silver
Floss and Krrrrisp Kraut brands. On March 2, 2003, the Company closed a
transaction pursuant to which the operating assets and liabilities of GLK were
transferred to a wholly owned subsidiary of Flanagan Brothers. See NOTE 7 to the
"Notes to Consolidated Financial Statements."
Non-Branded: The Company's non-branded markets include its store brand, food
service and industrial product lines.
Birds Eye Foods is the largest producer of store brand frozen vegetables in the
United States. Other store brand product categories include fruit fillings and
toppings, salad dressings, and chili. The Company supplies this variety of
products to large grocery store chains. Birds Eye Foods is the only national
manufacturer of both branded and store brand frozen vegetable products.
Management believes that the Company's scale and depth of offerings provide a
significant competitive advantage.
Also included in the non-branded segment are the food service, industrial and
export product offerings. Food service products include both frozen and canned
vegetables, salad dressings, fruit fillings and toppings and canned and frozen
fruit. These food service products are marketed and sold to restaurant chains
and food service distributors. Industrial and export products primarily include
frozen vegetables and fruit which are sold to other food manufacturers for use
as ingredients in their products. Non-branded products represented approximately
36, 37, and 40 percent of the Company's net sales in fiscal 2004, 2003 and 2002,
respectively.
Discontinued Operations: On September 25, 2002, the Company sold its applesauce
business to Knouse Foods. Applesauce had been produced in the Company's Red
Creek, New York and Fennville, Michigan facilities. This sale resulted in the
closure of the Red Creek, New York facility. The Michigan plant continues to
operate as a production facility for fillings and toppings.
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
production facility.
On May 1, 2004, the Company sold its Freshlike canned vegetable business to
Allen Canning Company. This sale did not impact frozen products carrying the
Freshlike brand name.
The net sales of the applesauce, popcorn, Veg-All, and Freshlike canned
vegetable businesses are included in discontinued operations in the Company's
financial statements in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets." See NOTE 5 to the "Notes to Consolidated Financial
Statements" for additional disclosures regarding discontinued operations.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The business of the Company is principally conducted in three primary segments
including: branded frozen, branded dry, and non-branded. The financial
statements for the fiscal years ended June 26, 2004, June 28, 2003, and June 29,
2002, which are included in this report, reflect information relating to those
segments for each of the Company's last three fiscal years, including revenues,
income/(loss) and total assets. See NOTE 13 to the "Notes to Consolidated
Financial Statements" for additional disclosures regarding segments.
PACKAGING AND DISTRIBUTION
The food products produced by the Company are distributed to various consumer
markets in all 50 states. International sales account for a small portion of the
Company's activities. The Company's products are primarily sold through food
brokers who sell primarily to supermarket chains and various institutional
entities. Snack products within the branded dry segment are primarily marketed
through distributors (some of which are owned and operated by the Company) who
sell directly to retail outlets in the Midwest, Mid-Atlantic, and Pacific
Northwest. Customer brand operations encompass the sale of products under store
brands to chain stores and under the
5
controlled labels of buying groups. The Company has developed central storage
and distribution facilities that permit multi-item single shipments to customers
in key marketing areas.
The Company maintains a multiyear logistic agreement with APL Logistics ("APL")
under which APL provides freight management, packaging and labeling services,
and distribution support to and from production facilities owned by the Company
in and around Coloma, Michigan.
The Company also maintains a long-term logistics agreement with Americold
Logistics, Inc. ("Americold") under which Americold manages the Company's
Montezuma, Georgia frozen food distribution facility.
TRADEMARKS
The major brand names under which the Company markets its products are
trademarks of the Company. Such brand names are considered to be of material
importance to the business of the Company since they have the effect of
developing brand identification and maintaining consumer loyalty. There are
trademark registrations for substantially all of the Company's trademarks. These
trademark registrations are of perpetual duration so long as they are
periodically renewed. It is the Company's intent to maintain its trademark
registrations. The major trademarks utilized by the Company follow:
Segment Trademark
- -------------- ---------------------------------------------------------------
Branded Frozen Birds Eye Foods(1), Birds Eye, Birds Eye Voila!(2), Simply
Grillin'(1), Hearty Spoonfuls(1), Freshlike, McKenzie's, Gold
King, Southern Farms, Southland, Tropic Isle
Branded Dry Birds Eye Foods(1), Birds Eye Fresh(1), Comstock, Brooks,
Nalley, Wilderness, Snyder of Berlin, Tim's Cascade Style
Potato Chips, La Restaurante, Erin's(1), Thank You, Husman,
Flavor Destinations(1), Mariner's Cove, Riviera, Bernstein's,
Pixie, Greenwood, Hoods(1), Naturally Good(1)
Non-branded Birds Eye Foods(1), Chill-Ripe, Globe
(1) Application filed and U.S. federal registration is pending.
(2) Voila! is subject to a license agreement with a third party.
RAW MATERIAL SOURCES
Birds Eye Foods purchases raw materials for use in its manufacturing process.
These purchases are made on the open market and from Pro-Fac, as the Company's
preferred supplier pursuant to the terms of the Amended and Restated Marketing
and Facilitation Agreement between Birds Eye Foods and Pro-Fac. Amounts paid by
the Company to Pro-Fac for the commercial market value ("CMV") of crops supplied
for fiscal 2004 were $48.8 million. The Company also purchases on the open
market some crops of the same type and quality as those purchased from Pro-Fac.
Such open market purchases may occur at prices higher or lower than those paid
to Pro-Fac for similar products. Birds Eye Foods expects to continue to purchase
a substantial portion of its raw product needs from Pro-Fac pursuant to the
Amended and Restated Marketing and Facilitation Agreement. See further
discussion of Birds Eye Foods' relationship with Pro-Fac in NOTES 2 and 4 to the
"Notes to Consolidated Financial Statements."
Weather conditions can impact the profitability of all of the segments of the
business. Favorable weather conditions can produce high crop yields and an
oversupply situation, while excessive rain or drought conditions can produce low
crop yields and a shortage situation. However, the Company believes that its
geographic diversification helps mitigate this risk.
The utilization of the Company's facilities is directly correlated to the timing
of crop harvests and crop yields. Poor weather conditions hurt crop yields and
result in uneven crop delivery cycles that increase production costs. In
addition, pricing can be impacted by crop size and yields and the overall
national supply.
The Company purchases all of its requirements for nonagricultural products,
including containers, in the open market. Although the Company has not
experienced any difficulty in obtaining adequate supplies of such items,
occasional periods of short supply of certain raw materials may occur.
6
ENVIRONMENTAL MATTERS
The disposal of solid and liquid waste and air pollutants resulting from the
preparation and processing of foods are subject to various federal, state, and
local environmental laws and regulations. Such laws and regulations have had an
important effect on the food processing industry as a whole, requiring
substantially all firms in the industry to incur material expenditures for
modification of existing processing facilities and for construction of new waste
treatment facilities. The Company is also subject to standards imposed by
regulatory agencies pertaining to the occupational health and safety of its
employees. Management believes that continued measures to comply with such laws
and regulations will not have a material adverse effect upon its competitive
position or financial condition.
Among the various programs for the protection of the environment which have been
adopted by the Company to date, the most important for the operations of the
Company are the wastewater discharge permit programs administered by the
environmental protection agencies in those states in which the Company does
business and by the Federal Environmental Protection Agency. Under these
programs, permits are required for processing facilities which discharge certain
wastes into streams, publicly-owned treatment works, and other bodies of water,
and the Company is required to meet certain discharge standards in accordance
with compliance schedules established by such agencies. The Company has received
permits for all facilities for which permits are required. Each year the Company
submits applications for renewal permits as required for the facilities.
While the Company cannot predict with certainty the effect of any proposed or
future environmental legislation or regulations on its processing operations,
management of the Company believes that the waste disposal systems which are now
in operation or which are being constructed or designed are sufficient to comply
with all currently applicable laws and regulations.
The Company is cooperating with environmental authorities in remedying various
minor environmental matters at several of its plants. The Company is also
working with regulatory agencies to properly discontinue permits and close down
wastewater treatment facilities at plants no longer in use or that are in the
process of being shutdown. Such actions are being conducted pursuant to
procedures approved by the appropriate environmental authorities at a cost that
is not expected to be material.
Expenditures related to environmental programs and facilities have not had, and
are not expected to have, a material effect on the earnings of the Company. In
fiscal 2004, total capital expenditures of the Company were $24.4 million of
which approximately $0.4 million was devoted to the construction of
environmental facilities. The Company estimates that environmental capital
expenditures will be approximately $0.2 million for the 2005 fiscal year.
However, there can be no assurance that expenditures will not be higher.
SEASONALITY OF BUSINESS
From a sales point of view, the business of the Company is not highly seasonal,
since the demand for its products is fairly constant throughout the year.
Exceptions to this general rule include some products that have higher sales
volume in the cool weather months, such as certain frozen and canned vegetables
and fruits, chili, and fruit fillings and toppings, and others that have higher
sales volume in the warm weather months, such as potato chips and salad
dressings. Since many of the raw materials processed by the Company are
agricultural crops, production of these products is predominantly seasonal,
occurring during and immediately following the harvest seasons of such crops.
PRACTICES CONCERNING WORKING CAPITAL
The Company must maintain substantial inventories throughout the year of
products produced from seasonal raw materials. These inventories are generally
financed through seasonal borrowings. The Company uses its revolving credit
facility and cash on hand for seasonal borrowings, the amount of which
fluctuates during the year. Both the maintenance of substantial inventories and
the practice of seasonal borrowing are common to the food processing industry.
7
SIGNIFICANT CUSTOMERS
For the fiscal year ended June 26, 2004, Wal-Mart/Sam's accounted for 15 percent
of the Company's consolidated revenue. In addition, Wal-Mart/Sam's represented
22 percent of the branded frozen segment's revenue in fiscal 2004.
BACKLOG OF ORDERS
A backlog of orders has not historically been significant in the business of the
Company. Orders are filled shortly after receipt from inventories of packaged
and processed foods.
BUSINESS SUBJECT TO GOVERNMENTAL CONTRACTS
No material portion of the business of the Company is subject to renegotiation
of contracts with, or termination by, any governmental agency.
COMPETITIVE CONDITIONS
All products of the Company, particularly branded products, compete with those
of other national and major regional food processors under highly competitive
conditions. The principal methods of competition in the food industry are a
readily available and broad line of products, product quality, price, and
marketing and sales promotion.
Quality of product and uniformity of quality are important methods of
competition. Birds Eye Foods' relationship with Pro-Fac gives the Company local
sources of supply, thus allowing the Company to exercise control over the
quality and uniformity of much of the raw product that it purchases. The members
of Pro-Fac generally operate relatively large production operations with
emphasis on mechanized growing and harvesting techniques. This factor is also an
advantage in producing uniform, high-quality food products.
Birds Eye Foods' pricing is generally competitive with that of other food
processors for products of comparable quality. The branded products of the
Company are marketed under national and regional brands. In fiscal 2004,
marketing programs for national brands focused primarily on Birds Eye and Birds
Eye Voila!. National advertising campaigns can include television, radio,
magazines, coupons, and in-store promotions. Marketing programs for regional
brands are focused on local tastes and preferences as a means of developing
consumer brand loyalty. Regional advertising campaigns include radio, magazines,
coupons, and in-store promotions.
Although the relative importance of the above factors may vary between
particular products or customers, the above description is generally applicable
to all of the products of the Company in the various markets in which they are
distributed.
It is difficult to estimate the number of competitors in the markets served by
the Company. Nearly all products sold by Birds Eye Foods compete with the
nationally advertised brands of leading food processors, including Del Monte,
General Mills, Frito-Lay, Kraft, and similar major brands, as well as with the
branded and store brand products of a number of regional processors, many of
which operate only in portions of the marketing area served by the Company.
MARKET AND INDUSTRY DATA
Unless otherwise stated in this report, industry and market share data used
throughout this Form 10-K Equivalent were derived from industry sources believed
by the Company to be reliable, including information provided by Information
Resources, Inc. Consultants' reports and industry publications generally state
that the information contained therein has been obtained from sources believed
to be reliable, but that the accuracy and completeness of such information is
not guaranteed. The Company has not independently verified such data and makes
no representation to its accuracy.
NEW PRODUCTS AND RESEARCH AND DEVELOPMENT
The Company operates a technical center located in Green Bay, Wisconsin that is
responsible for new product development, quality assurance, and engineering.
Approximately 27 employees are employed at this facility. The Company follows a
four-stage new product development process as follows: screening, feasibility,
development, and commercialization. This new product development process ensures
input from consumers, customers, and internal functional areas before a new
product is brought to market.
Birds Eye Foods also focuses on the development of related products or
modifications of existing products for the Company's branded businesses and
customized products for the Company's non-branded businesses.
8
The amount expensed on company-sponsored and customer-sponsored activities
relating to the development of new products or the improvement of existing
products was $4.3 million, $3.0 million, and $2.5 million in fiscal 2004, 2003,
and 2002, respectively.
During fiscal 2004, the Company launched a reduced carbohydrate alternative
within its Birds Eye Voila! product line, which includes several flavor
varieties. In addition, the Company reformulated its existing Birds Eye Voila!
product line to improve the taste profile and introduce several new varieties.
EMPLOYEES
As of June 26, 2004, the Company had approximately 2,750 full-time employees, of
whom 1,800 were engaged in production and the balance in management, sales and
administration. As of that date, the Company also employed approximately 900
seasonal and other part-time employees, almost all of whom were engaged in
production. Most of the production employees are members of various labor
unions. The Company believes its current relationship with its employees is
good.
ITEM 2. DESCRIPTION OF PROPERTIES
All plants, warehouses, office space and other facilities used by the Company in
its business are either owned by Birds Eye Foods or one of its subsidiaries or
leased from unaffiliated third parties. All of the properties owned by Birds Eye
Foods are subject to mortgages in favor of its primary lender. In general, the
properties include offices, processing plants and warehouse space. Some
processing plants are located in rural areas that are convenient for the
delivery of crops. The Company also has dispersed warehouse locations to
facilitate the distribution of finished products. Birds Eye Foods believes that
its facilities are in good condition and suitable for the operations of the
Company.
The Company's Green Bay, Wisconsin; Sodus, Michigan; Enumclaw, Washington; Red
Creek, New York; Alton, New York; Barker, New York; and Cincinnati, Ohio
facilities and machinery at Fond du Lac, Wisconsin are classified as held for
sale at June 26, 2004.
The following table describes all material facilities leased or owned by the
Company (other than the properties held for sale and certain public warehouses
leased by the Company from unaffiliated third parties from time to time). Except
as otherwise noted, each facility set forth below is owned by Birds Eye Foods.
FACILITIES UTILIZED BY THE COMPANY
Type of Property Location Square Feet Segment
- ---------------- -------- ----------- --------------------------
Freezing plant, repackaging plant and distribution center Darien, WI 425,778 Branded frozen/non-branded
Freezing plant and repackaging plant Celaya, Mexico 318,620 Branded frozen/non-branded
Freezing plant and warehouse Oakfield, NY 263,410 Branded frozen/non-branded
Freezing plant, repackaging plant and warehouse Waseca, MN 258,475 Branded frozen/non-branded
Freezing plant, repackaging plant and warehouse Watsonville, CA 207,600 Branded frozen/non-branded
Freezing plant, repackaging plant and warehouse Fairwater, WI 178,298 Branded frozen/non-branded
Freezing plant Bergen, NY 138,554 Branded frozen/non-branded
Repackaging plant and distribution center Fulton, NY 263,268 Branded frozen/non-branded
Repackaging plant Montezuma, GA 57,370 Branded frozen/non-branded
Repackaging plant, warehouse, distribution center and
public storage warehouse Brockport, NY 404,410 Branded frozen/non-branded
Canning plant and warehouse Fennville, MI 350,000 Branded dry/non-branded
Warehouse(1) Waseca, MN 91,400 Branded frozen/non-branded
Warehouse(1) Darien, WI 140,086 Branded frozen/non-branded
Manufacturing plant and warehouse Tacoma, WA 358,218 Branded dry/non-branded
Manufacturing plant, warehouse, distribution center
and office Berlin, PA 190,225 Branded dry
Manufacturing plant, warehouse, distribution center and
office(1) Algona, WA 107,000 Branded dry
Distribution Center(1) Erlanger, KY 32,000 Branded dry
Distribution Center(1) Leetsdale, PA 18,200 Branded dry
Distribution Center(1) Canal Fulton, OH 14,000 Branded dry
Distribution Center(1) Knoxville, TN 12,500 Branded dry
Distribution Center(1) Bristol, TN 11,500 Branded dry
Distribution Center(1) Ashland, KY 10,760 Branded dry
9
Distribution Center(1) Altoona, PA 10,000 Branded dry
Distribution Center(1) Monessen, PA 10,000 Branded dry
Distribution Center(1) Dayton, OH 9,200 Branded dry
Distribution Center(1) Elwood City, PA 8,000 Branded dry
Headquarters office (1) Rochester, NY 76,372 Corporate
Office building - Green Bay Green Bay, WI 40,500 Corporate
Office building - Tacoma Tacoma, WA 20,682 Corporate
(1) Leased from third parties, although certain related equipment is owned by
the Company.
ITEM 3. LEGAL PROCEEDINGS
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
10
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES
Birds Eye Foods is an indirect wholly owned subsidiary of Holdings LLC. Birds
Eye Foods common stock is not publicly traded.
ITEM 6. SELECTED FINANCIAL DATA
Birds Eye Foods results of operations and financial condition for fiscal 2004
and fiscal 2003 are not comparable with those of fiscal 2002, 2001 and 2000.
Fiscal 2004 represents a complete fiscal year of operations following the
Transaction. Fiscal 2003 reflects the Company's operations for the "predecessor"
period (June 30, 2002 to August 18, 2002) and the Company's operations for the
"successor" period (August 19, 2002 to June 28, 2003). The financial data below
for fiscal 2002, 2001 and 2000 also reflect the Company's operations for the
"predecessor" period. For further discussion of the Transaction, see Part I,
Item 1. "Description of Business - General Development of Business - The Change
in Control (the "Transaction")" and Part II, Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations" of this Form 10-K
Equivalent.
(Dollars in Thousands)
Birds Eye Foods, Inc.
FIVE YEAR SELECTED FINANCIAL DATA
Fiscal Year Ended June Periods Ended
---------------------- -----------------------------------
Successor Predecessor
Successor August 19, 2002 - June 30, 2002 -
2004 June 28, 2003 August 18, 2002
--------- ----------------- ---------------
Consolidated Summary of Operations:
Net sales $ 843,398 $ 764,900 $ 98,076
Cost of sales (652,863) (585,239) (75,441)
--------- --------- --------
Gross profit 190,535 179,661 22,635
Selling, administrative, and general expenses (112,208) (105,606) (15,084)
Restructuring 0 0 0
Gain from pension curtailment 0 0 0
Gains on sales of assets 0 0 0
Income from Great Lakes Kraut Company, LLC 0 1,770 277
Goodwill impairment charge 0 0 0
--------- --------- --------
Operating income/(loss) before dividing with Pro-Fac 78,327 75,825 7,828
Interest expense (31,326) (39,807) (7,416)
Loss on early extinguishment of debt (4,018) 0 0
--------- --------- --------
Pretax income/(loss) from continuing operations and
before dividing with Pro-Fac 42,983 36,018 412
Pro-Fac share of income 0 0 0
--------- --------- --------
Pretax income/(loss) from continuing operations 42,983 36,018 412
Tax (provision)/benefit (15,438) (14,426) (169)
--------- --------- --------
Income/(loss) before discontinued operations 27,545 21,592 243
Discontinued operations, net of tax 4,322 (836) (158)
--------- --------- --------
Net income/(loss) $ 31,867 $ 20,756 $ 85
========= ========= ========
Balance Sheet Data:
Working capital(b) $ 211,603 $ 316,901
Ratio of current assets to current liabilities 2.4:1 3:0:1
Total assets $ 779,973 $ 909,383
Cash and cash equivalents $ 72,887 $ 153,756
Long-term debt and senior-subordinated notes
(excludes current portion) $ 301,592 $ 459,970
Other Statistics:
Average number of employees:
Regular 2,937 3,447
Seasonal 685 844
Fiscal Years Ended June
---------------------------------------
Predecessor Predecessor Predecessor
2002 2001(a) 2000
----------- ----------- -----------
Consolidated Summary of Operations:
Net sales $ 943,886 $1,070,961 $1,013,093
Cost of sales (735,714) (863,017) (795,991)
--------- ---------- ----------
Gross profit 208,172 207,944 217,102
Selling, administrative, and general expenses (113,904) (128,264) (131,324)
Restructuring (2,622) 0 0
Gain from pension curtailment 2,472 0 0
Gains on sales of assets 0 0 6,635
Income from Great Lakes Kraut Company, LLC 2,457 1,779 2,418
Goodwill impairment charge (179,025) 0 0
--------- ---------- ----------
Operating income/(loss) before dividing with Pro-Fac (82,450) 81,459 94,831
Interest expense (61,331) (73,997) (73,086)
Loss on early extinguishment of debt 0 0 0
--------- ---------- ----------
Pretax income/(loss) from continuing operations and
before dividing with Pro-Fac (143,781) 7,462 21,745
Pro-Fac share of income (16,842) (732) (12,328)
--------- ---------- ----------
Pretax income/(loss) from continuing operations (160,623) 6,730 9,417
Tax (provision)/benefit 31,569 (5,455) (4,700)
--------- ---------- ----------
Income/(loss) before discontinued operations (129,054) 1,275 4,717
Discontinued operations, net of tax (1,640) (1,204) 1,707
--------- ---------- ----------
Net income/(loss) $(130,694) $ 71 $ 6,424
========= ========== ==========
Balance Sheet Data:
Working capital(b) $ 302,606 $ 253,010 $ 254,094
Ratio of current assets to current liabilities 3.1:1 2.2:1 2.2:1
Total assets $ 857,741 $1,078,565 $1,098,887
Cash and cash equivalents $ 14,686 $ 7,656 $ 4,994
Long-term debt and senior-subordinated notes
(excludes current portion) $ 623,057 $ 631,128 $ 664,712
Other Statistics:
Average number of employees:
Regular 4,239 4,627 5,510
Seasonal 1,649 2,931 2,152
(a) Consists of 53 weeks.
(b) Working capital represents current assets (including cash) less current
liabilities.
11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The purpose of this discussion is to outline the significant reasons for
material changes in the Birds Eye Foods financial condition and results of
operations from fiscal 2002 through fiscal 2004. This section should be read in
conjunction with Part II, Item 8., "Financial Statements and Supplementary Data"
section of this report.
The consolidated financial statements include the results of Birds Eye Foods,
Inc. ("Birds Eye Foods" or the "Company"). On August 19, 2002, a majority
interest in Birds Eye Foods was indirectly acquired by Vestar/Agrilink Holdings
LLC and its affiliates (the "Transaction" - see NOTE 2 to the "Notes to
Consolidated Financial Statements"). In accordance with the guidelines for
accounting for business combinations, the investment by Vestar/Agrilink Holdings
and its 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, the results of operations for the "predecessor" period (June 30,
2002 to August 18, 2002) have been combined with the results of operations for
the "successor" period (August 19, 2002 to June 28, 2003). These combined
Company results have been compared to the corresponding periods in fiscal 2004
and fiscal 2002.
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', 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), and snacks (Tim's, Snyder of Berlin, and
Husman). Birds Eye Foods also produces many products for the non-branded markets
which include store brand, food service and industrial markets. The Company's
store brand products include frozen vegetables, salad dressings, chili products,
and fruit fillings and toppings. The Company's food service/industrial products
include frozen vegetables, salad dressings, chili products, fruit fillings and
toppings.
Reclassifications have been made to the segment presentation below to reflect
the reallocation of certain fixed costs which were not eliminated in conjunction
with the sale of the Company's Freshlike canned vegetable business in fiscal
2004. The Freshlike canned vegetable business has been reclassified to
discontinued operations in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 144. See NOTE 5 to the "Notes to Consolidated Financial
Statements."
The following tables illustrate the Company's results of operations by segment
for the fiscal years ended June 26, 2004, June 28, 2003, and June 29, 2002, and
the Company's total assets by segment at June 26, 2004, June 28, 2003, and June
29, 2002.
Net Sales
(Dollars in Millions)
Fiscal Years Ended
---------------------------------------------
June 26, June 28, June 29,
2004 2003 2002
------------- ------------- -------------
% of % of % of
$ Total $ Total $ Total
----- ----- ----- ----- ----- -----
Branded frozen 334.0 39.6 340.8 39.5 368.8 39.1
Branded dry 202.4 24.0 202.9 23.5 201.7 21.4
Non-branded 307.0 36.4 319.3 37.0 373.4 39.5
----- ----- ----- ----- ----- -----
Total 843.4 100.0 863.0 100.0 943.9 100.0
===== ===== ===== ===== ===== =====
12
Operating Income
(Dollars in Millions)
Fiscal Years Ended
----------------------------------------------
June 26, June 28, June 29,
2004 2003 2002
------------- ------------- --------------
% of % of % of
$ Total $ Total $ Total
----- ----- ----- ----- ------ -----
Branded frozen 57.7 73.7 54.3 64.9 75.2 80.0
Branded dry 34.7 44.3 41.9 50.0 37.8 40.2
Non-branded (14.1) (18.0) (12.5) (14.9) (16.4) (17.4)
Corporate charges(1) 0.0 0.0 0.0 0.0 (2.6) (2.8)
----- ----- ----- ----- ------ -----
Continuing segment operating income(2) 78.3 100.0 83.7 100.0 94.0 100.0
===== ===== =====
Gain from pension curtailment 0.0 0.0 2.5
Goodwill impairment charge 0.0 0.0 (179.0)
Operating income/(loss) before dividing ----- ----- ------
with Pro-Fac 78.3 83.7 (82.5)
===== ===== -=====
(1) Represents restructuring expenses which are not allocated to individual
segments. See NOTE 15 to the "Notes to Consolidated Financial Statements."
(2) The gain from pension curtailment is excluded from continuing segment
operating income as management believes the gain is non-recurring.
EBITDA(1)
The following table sets forth continuing segment EBITDA (defined as income
before discontinued operations plus interest, taxes, and depreciation and
amortization) for the fiscal years ended June 26, 2004, June 28, 2003, and June
29, 2002. 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 investor and lenders 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 fiscal year ended June 26,
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.
13
(Dollars in Millions)
Fiscal Years Ended
----------------------------------------------
June 26, June 28, June 29,
2004 2003 2002
------------- ------------- --------------
% of % of % of
$ Total $ Total $ Total
----- ----- ----- ----- ------ -----
Branded frozen 66.3 67.2 63.1 57.2 84.1 68.2
Branded dry 38.3 38.8 45.5 41.2 42.1 34.2
Non-branded (1.9) (1.9) 1.8 1.6 (0.4) (0.3)
Loss on early extinguishment of debt(2) (4.0) (4.1) 0.0 0.0 0.0 0.0
Corporate charges(3) 0.0 0.0 0.0 0.0 (2.6) (2.1)
----- ----- ----- ----- ------ -----
Continuing segment EBITDA 98.7 100.0 110.4 100.0 123.2 100.0
===== ===== =====
Reconciliation of EBITDA to net income/(loss):
Gain from pension curtailment 0.0 0.0 2.5
Goodwill impairment charge 0.0 0.0 (179.0)
Depreciation and amortization (24.4) (26.7) (29.3)
Interest expense (31.3) (47.2) (61.3)
Pro-Fac share of income 0.0 0.0 (16.8)
Tax (provision)/benefit (15.4) (14.6) 31.6
Discontinued operations, net of tax 4.3 (1.0) (1.6)
----- ----- ------
Net income/(loss) 31.9 20.9 (130.7)
===== ===== ======
(1) Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
is defined as income before discontinued operations plus Pro-Fac share of
income, interest, taxes, depreciation, and amortization.
(2) The loss on early extinguishment of debt of $4.0 million is not allocated
to segments. See NOTE 10 to the "Notes to Consolidated Financial
Statements."
(3) Represents restructuring expenses which are not allocated to individual
segments. See NOTE 15 to the "Notes to Consolidated Financial Statements."
Total Assets
(Dollars in Millions)
Fiscal Years Ended
---------------------------------------------
June 26, June 28, June 29,
2004 2003 2002
------------- ------------- -------------
% of % of % of
$ Total $ Total $ Total
----- ----- ----- ----- ----- -----
Branded frozen 325.1 41.6 360.8 39.6 300.0 35.0
Branded dry 111.3 14.3 144.7 15.9 134.9 15.7
Non-branded 228.3 29.3 274.2 30.2 372.8 43.5
Other(1) 108.5 13.9 116.2 12.8 46.1 5.4
----- ----- ----- ----- ----- -----
Continuing segments 773.2 99.1 895.9 98.5 853.8 99.6
Assets held for sale 6.8 0.9 13.5 1.5 3.9 0.4
----- ----- ----- ----- ----- -----
Total 780.0 100.0 909.4 100.0 857.7 100.0
===== ===== ===== ===== ===== =====
(1) Includes corporate assets of the Company not allocated to individual
segments.
CHANGES FROM FISCAL 2003 TO FISCAL 2004
Net Sales: Net sales were $843.4 million in fiscal 2004, a decline of $19.6
million or 2.3 percent, as compared to $863.0 million in fiscal 2003. The
decrease is primarily the result of a $12.3 million decline in non-branded
product sales due to management's continuing efforts to rationalize certain
product offerings. The Company also experienced a $6.8 million decline in
branded frozen net sales, primarily resulting from challenges experienced in its
Birds Eye Voila! product line during the first three quarters of fiscal 2004.
During the fourth quarter of fiscal 2004, the Company introduced a Birds Eye
Voila! reduced carbohydrate alternative and several new flavor offerings
including reformulated varieties to enhance performance of this product line.
Other significant causes for variances are highlighted below in the "Segment
Review."
14
Gross Profit: Gross profit was $190.5 million in fiscal 2004, a decrease of
$11.8 million, or 5.8 percent as compared to $202.3 million in fiscal 2003. The
Company's gross profit margin decreased to 22.6 percent from 23.4 percent in the
prior year period. The decrease in gross profit margin is primarily the result
of increased product costs experienced throughout fiscal 2004. Ingredient and
commodity costs rose as a result of inflationary increases and the Company also
experienced a temporary increase in product costs as a result of its realignment
efforts. These increases in product costs were partially offset by a decrease in
warehousing expense as a result of maintaining lower inventory levels.
Management believes its realignments efforts will maximize facility utilization
and reduce product costs in the future.
Selling, Administrative, and General Expenses: Selling, administrative, and
general expenses were $112.2 million in fiscal 2004, a decrease of $8.5 million,
or 7.0 percent as compared to $120.7 million in fiscal 2003. The decrease is
primarily attributable to $9.2 million of introductory costs associated with the
launch of a new product in fiscal 2003.
Continuing Segment Operating Income: Continuing segment operating income was
$78.3 million in fiscal 2004, a decrease of $5.4 million, or 6.5 percent, as
compared to $83.7 million in fiscal 2003. This decrease is attributable to the
factors discussed above. While operating income for the branded frozen business
increased $3.4 million, decreases were experienced within the branded dry and
the non-branded businesses of $7.2 million and $1.6 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
("GLK"), a former joint venture between Birds Eye Foods and Flanagan Brothers,
Inc. 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"). As a result of the completion of the GLK Transaction, there
was no income from the joint venture in fiscal 2004. See NOTE 7 to the "Notes to
Consolidated Financial Statements."
Interest Expense: Interest expense was $31.3 million in fiscal 2004, a decrease
of $15.9 million as compared to $47.2 million in fiscal 2003. 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 percent 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 experienced.
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)/Benefit: During fiscal 2004, Birds Eye Foods had a tax provision
of $15.4 million compared to a $14.6 million tax provision in fiscal 2003. The
variance is attributable to the change in pretax income. See NOTE 11 to the
"Notes to Consolidated Financial Statements" for additional disclosures
regarding income taxes.
Net Income: Net income for fiscal 2004 was $31.9 million, an increase of $11.1
million or 53.4 percent, compared to net income of $20.8 million in fiscal 2003
due to the factors outlined above.
SEGMENT REVIEW
A detailed accounting of the significant reasons for changes in net sales and
EBITDA by segment is outlined below. The Company believes that EBITDA is an
appropriate measure of evaluating the operating performance of its segments, and
it is a primary measure used internally by management to manage the business.
EBITDA is also a primary measure used externally by the Company's investor and
lenders 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. 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.
15
Branded Frozen: Branded frozen net sales were $334.0 million in fiscal 2004, a
decline of $6.8 million or 2.0 percent as compared to net sales of $340.8
million in fiscal 2003. Increases within the Company's Birds Eye branded frozen
vegetables were offset by declines within the bagged meal category and several
of the Company's regional product lines.
Solid improvements were experienced in the Birds Eye branded frozen vegetable
business, with net sales of this category increasing $7.6 million compared to
fiscal 2003. The introduction of several value added sauced vegetable items,
along with improved promotional effectiveness, led to the increase.
The Birds Eye Voila! category, however, declined $8.6 million due to continuing
challenges within the bagged meal category. To enhance performance of this
product, management has introduced, during the fourth quarter of fiscal '04 an
innovative Birds Eye Voila! reduced carbohydrate alternative that includes
several flavor offerings. The Company also reformulated its existing Birds Eye
Voila! category to improve the taste profile and extend the line to include
several new varieties. The Company intends to support this initiative with
strong consumer and promotional activity throughout fiscal 2005.
Net sales for the Company's regionally branded frozen vegetable products
declined $2.6 million in fiscal 2004. This decline was impacted by changes in
various competitive activity. Management intends to address this trend by
reviewing its marketing and promotional efforts during fiscal 2005.
The Company tracks retail sales in many of the categories in which it competes
using data from Information Resources, Inc. ("IRI"). IRI data is, however,
limited as IRI does not capture sales at several of the Company's customers
including Wal-Mart, Costco, and others. IRI also does not track non-branded or
store brand retail sales by the manufacturer. According to IRI, the frozen
vegetable category on a unit basis declined 2 percent for the 52-week period
ending June 20, 2004. The Company's branded market share on a unit basis at June
20, 2004 was 18.9 percent compared to 19.5 percent at June 22, 2003. Market
share on a unit basis for the Company's Birds Eye Voila! skillet meal product
offering for the 52-week period ending June 20, 2004 was 19.0 percent compared
to 21.4 percent for the 52-week period ending June 22, 2003.
Branded frozen EBITDA was $66.3 million in fiscal 2004, an increase of $3.2
million or 5.1 percent as compared to $63.1 million in fiscal 2003. The majority
of this increase is primarily the result of the elimination of introductory
costs associated with a new product launch in fiscal 2003. Offsetting this
change was the significant investment incurred in the fourth quarter of fiscal
2004 to support the revitalization of the Birds Eye Voila! product line as
described above.
Branded Dry: Branded dry net sales were $202.4 million in fiscal 2004,
consistent with those of $202.9 million in fiscal 2003. EBITDA for the branded
dry segment was $38.3 million in fiscal 2004, a decline of $7.2 million or 15.8
percent as compared to $45.5 million in fiscal 2003. 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 the branded
dry category experienced significant increases in product costs during fiscal
2004, 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 purchasing opportunities, changes in
promotional programs and innovative merchandising to maintain and enhance
profitability of the various brands in this segment.
Non-branded: During fiscal 2004, management continued its efforts to rationalize
certain lower margin food service offerings. As a result, non-branded net sales
declined $12.3 million to $307.0 million in the current year as compared to
$319.3 million in fiscal 2003. EBITDA declined $3.7 million as a result of the
reduction in net sales and an increase in production costs experienced
throughout the year. Management believes its efforts to realign its production
facilities will benefit the cost structure of its nonbranded business in future
years.
As highlighted above, IRI data does not track 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 52-week period ending June 20, 2004 was 30.5
percent compared to 30.8 percent for the 52-week period ending June 22, 2003.
CHANGES FROM FISCAL 2002 TO FISCAL 2003
Net Sales: Net sales were $863.0 million in fiscal 2003, a decline of $80.9
million or 8.6 percent, as compared to $943.9 million in fiscal 2002. The
decrease is primarily the result of a $54.1 million decline in non-branded
product sales, of which $34.8 million resulted from the expiration of two
co-pack agreements, and $17.2 million resulted from the Company's decision to
rationalize certain customers and product offerings. The Company also
experienced an $18.7 million decline in its Birds Eye Voila! product line,
resulting from certain competitive pressures in the bag meal category. During
the fourth quarter of fiscal 2004, the Company
16
introduced a Birds Eye Voila! reduced carbohydrate alternative and several new
flavor offerings to address these declines and to enhance performance of this
product line.
Gross Profit: Gross profit was $202.3 million in fiscal 2003, a decrease of $5.9
million, or 2.8 percent as compared to $208.2 million in fiscal 2002. However,
the Company's gross profit margin increased to 23.4 percent from 22.1 percent in
the prior year period. The increase in gross profit margin is primarily the
result of price increases implemented in the non-branded market during both the
current and prior year and the elimination of co-pack non-branded sales, which
typically carry a lower gross margin. In addition, the branded dry segment
showed enhanced profitability within the filling and topping product line. These
improvements in gross profit were offset, however, by lower production volumes
as a result of both management's efforts to reduce inventory levels and a lower
than anticipated crop intake caused by unfavorable weather conditions.
Selling, Administrative, and General Expenses: Selling, administrative, and
general expenses were $120.7 million in fiscal 2003, an increase of $6.8
million, or 6.0 percent as compared to $113.9 million in fiscal 2002. The
increase is primarily attributable to $9.2 million of marketing expenses
associated with a new product launch in fiscal 2003. Partially offsetting the
increase in marketing initiatives was a reduction in general administrative
costs and a reduction in variable selling expenses, corresponding to the net
sales changes outlined above.
Continuing Segment Operating Income: Continuing segment operating income was
$83.7 million in fiscal 2003, a decrease of $10.3 million, or 11.0 percent, as
compared to $94.0 million in fiscal 2002. This decrease is attributable to the
factors discussed above. The decrease in operating income within branded frozen
was $20.9 million. Increases in operating income within the branded dry and
non-branded segments were $4.1 million and $3.9 million, respectively.
Significant variances are highlighted below in the "Segment Review."
Restructuring: On June 23, 2000, the Company sold its pickle business to Dean
Pickle and Specialty Product Company. As part of that transaction, Birds Eye
Foods agreed to contract pack Nalley and Farman's pickle products for a period
of two years, ending June 2002. In anticipation of the completion of this
co-pack contract, the Company initiated restructuring activities for
approximately 140 employees in its facility located in Tacoma, Washington. The
total restructuring charge amounted to $1.1 million and was primarily comprised
of employee termination benefits.
In addition, on October 12, 2001, the Company announced a reduction of
approximately 7 percent of its nationwide workforce, for a total of
approximately 300 positions. The reductions were part of an ongoing focus on
low-cost operations and included both salaried and hourly positions. In
conjunction with the reductions, the Company recorded a charge against earnings
of approximately $1.6 million in fiscal 2002, primarily comprising employee
termination benefits. Reductions in personnel included operational and
administrative positions.
Gain from Pension Curtailment: During September 2001, the Company made the
decision to freeze benefits provided under its Master Salaried Retirement Plan.
Under the provisions of Statement of Financial Accounting Standard ("SFAS") No.
88, "Accounting for Settlements and Curtailments of Defined Benefit Pension
Plans and for Termination Benefits," these benefit changes resulted in the
recognition of a $2.5 million net curtailment gain in fiscal 2002. See NOTE 12
to the "Notes to Consolidated Financial Statements."
Income from Great Lakes Kraut Company, LLC: This amount represents earnings
received from the Company's investment in Great Lakes Kraut Company LLC ("GLK"),
a former joint venture between Birds Eye Foods and Flanagan Brothers, Inc.
Income from the joint venture was $2.0 million in fiscal 2003, a decline of $0.5
million, as compared to $2.5 million in fiscal 2002. This decrease is a result
of the completion of the GLK Transaction in March 2003. See NOTE 7 to the "Notes
to Consolidated Financial Statements."
Goodwill Impairment Charge: In June 2001, the Financial Accounting Standards
Board ("FASB") issued SFAS No. 142, "Goodwill and Other Intangible Assets."
Effective July 1, 2001, Birds Eye Foods adopted SFAS No. 142, which requires
that goodwill not be amortized, but instead be tested at least annually for
impairment and expensed against earnings when the carrying amount of the
reporting units goodwill exceeds its implied fair value.
During the quarter ended June 29, 2002, the Company identified certain
indicators of possible impairment of its goodwill. The main indicators of
impairment included the recent deterioration of general economic conditions,
lower valuations resulting from current market declines, modest category
declines in segments in which the Company operates, and the completion of the
terms of the Transaction with Pro-Fac and Vestar/Agrilink Holdings. These
factors indicated an erosion in the market value of the Company since the
adoption of SFAS No. 142.
In the fourth quarter of fiscal 2002, Birds Eye Foods recorded a pretax,
non-cash charge of approximately $179.0 million to reduce the carrying value of
its goodwill. The tax benefit associated with this non-cash charge was
approximately $41.5 million. Accordingly,
17
the net-of-tax charge was approximately $137.5 million. See NOTE 3 to the
"Notes to Consolidated Financial Statements" for additional disclosure.
Interest Expense: Interest expense was $47.2 million in fiscal 2003, a decrease
of $14.1 million as compared to $61.3 million in fiscal 2002. The decrease is
the result of lower average bank borrowings during fiscal 2003 of approximately
$197.7 million, a result of the August 19, 2002 Transaction, and the significant
reduction in working capital maintained throughout fiscal 2003. In addition,
general interest rate declines benefited the Company throughout fiscal 2003.
Interest expense in fiscal 2003 also includes the accretion of interest
associated with the five-year Termination Agreement with Pro-Fac. In conjunction
with the Transaction in August 2002, the value of the Termination Agreement with
Pro-Fac was recorded at its net present value. See NOTES 2 and 4 to the "Notes
to Consolidated Financial Statements" for additional disclosure.
Pro-Fac Share of Income: Historically, the Company's contractual relationship
with Pro-Fac was defined in the marketing and facilitation agreement (the "Old
Marketing and Facilitation Agreement"), which the Company and Pro-Fac entered
into in November 1994. Under the Old Marketing and Facilitation Agreement, in
any year in which the Company had earnings on products which were processed from
crops supplied by Pro-Fac, the Company paid to Pro-Fac, as additional patronage
income, 90 percent of such earnings, but in no case more than 50 percent of all
pretax earnings of the Company. In years in which the Company had losses on
Pro-Fac products, the Company reduced the commercial market value it would
otherwise pay to Pro-Fac by 90 percent of such losses, but in no case by more
than 50 percent of all pretax losses of the Company. Earnings and losses were
determined at the end of the fiscal year, but were accrued on an estimated basis
during the year. The Amended and Restated Marketing and Facilitation Agreement,
entered into on August 19, 2002, in connection with the Transaction, does not
permit Birds Eye Foods to offset its losses against the price paid for Pro-Fac
products or require Birds Eye Foods to share its profits on Pro-Fac products
with Pro-Fac for any period subsequent to the end of Birds Eye Food's fiscal
2002 year.
Tax (Provision)/Benefit: During fiscal 2003, Birds Eye Foods had a tax provision
of $14.6 million compared to a $31.6 million tax benefit in fiscal 2002. The
fiscal 2002 tax benefit primarily resulted from a $41.5 million benefit
associated with the non-cash impairment charge recognized in the prior year. The
remaining variance is attributable to the change in pretax income. See NOTE 11
to the "Notes to Consolidated Financial Statements" for additional disclosures
regarding income taxes.
Net Income: Net income for fiscal 2003 was $20.8 million compared to a net loss
of $130.7 million in fiscal 2002 due to the factors outlined above.
SEGMENT REVIEW
Branded Frozen: Branded frozen net sales were $340.8 million in fiscal 2003, a
decline of $28.0 million or 7.6 percent as compared to net sales of $368.8
million in fiscal 2002. This decline was primarily a result of a decline in net
sales for the Company's Birds Eye Voila! product line of $18.7 million. The bag
meal category continued to experience declines, due to the expansion of
alternative meal solutions, such as refrigerated and dry products. Net sales for
the Company's nationally and regionally branded frozen vegetable products
declined $9.7 million in fiscal 2003. Declines in branded frozen vegetables were
impacted by both the category trends outlined below and changes in various
competitive activity. To enhance the performance of this portfolio, management
expanded its range of enhanced value products and modified its approach to
various promotional progress.
The Company tracks retail sales in many of the categories in which it competes
using data from IRI. IRI data is, however, limited as IRI does not capture sales
at several of the Company's customers including Wal-Mart, Costco, and others.
IRI also does not track non-branded or store brand retail sales by the
manufacturer. According to IRI, the frozen vegetable category on a unit basis
declined 4 percent for the 52-week period ending June 22, 2003. The Company's
branded market share on a unit base at June 22, 2003 was 19.5 percent compared
to 20.2 percent at June 23, 2002. The bagged meal category for the 52-week
period ending June 22, 2003 declined 10 percent on a unit basis. Market share on
a unit basis for the Company's Birds Eye Voila! skillet meal product offering
for the 52-week period ending June 22, 2003 was 21.4 percent compared to 26.4
percent for the 52-week period ending June 23, 2002.
Branded frozen EBITDA was $63.1 million in fiscal 2003, a decrease of $21.0
million or 25.0 percent as compared to $84.1 million in fiscal 2002.
Approximately one-half of the decrease in EBITDA is the result of the
introductory costs associated with the launch of a new product. The remainder of
the decrease is attributable to the declines in volume associated with Birds Eye
Voila! described above and an increase in its production costs due to lower
volumes in its production facilities as a result of both management's efforts to
reduce inventory levels as well as lower than anticipated crop intake due to
unfavorable weather conditions.
Branded Dry: Branded dry net sales were $202.9 million in fiscal 2003, an
increase of $1.2 million or 0.6 percent as compared to $201.7 million in fiscal
2002. This increase was primarily driven by an improvement in net sales within
the Company's Comstock and Thank You fillings and toppings product line. The
improvement in net sales for the filling and topping product lines resulted from
pricing actions taken as a result of the poor cherry crop harvested in the
summer of 2002, and changes in various promotional spending
18
activities. EBITDA for the branded dry segment was $45.5 million in fiscal
2003, an improvement of $3.4 million or 8.1 percent as compared to $42.1
million in fiscal 2002.
Non-branded: Non-branded net sales were $319.3 million in fiscal 2003, a decline
of $54.1 million or 14.5 percent as compared to $373.4 million in fiscal 2002.
Sixty-four percent of the decline or $34.8 million was attributable to the
expiration of two co-pack agreements. Co-pack agreements provide greater
utilization of manufacturing facilities, however, typically yield lower margins.
An additional $17.2 million decline in net sales resulted from the Company's
on-going efforts to rationalize certain product offerings within the food
service category that were negatively impacting profitability. Non-branded
EBITDA was $1.8 million in fiscal 2003, a $2.2 million improvement as compared
to EBITDA of a loss of $0.4 million in fiscal 2002, primarily, as a result of
the rationalization described above.
As highlighted above, IRI data does not track non-branded or store brand retail
sales. Including management's estimate of the Company's share of the store brand
market, the Company believed its overall market share on a unit basis in the
frozen vegetable category for the 52-week period ending June 22, 2003 was 30.8
percent compared to 31.8 percent for the 52-week period ending June 23, 2002.
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 costs 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 our products; consumer coupons;
and similar activities. The costs of these activities are generally recognized
at the time the related revenue is recorded, which normally precedes the actual
cash expenditure. The recognition of these costs therefore requires management's
judgment regarding the volume of promotional offers that will be redeemed by
either the retail trade channel or consumer. These estimates are made using
various techniques including historical data on performance of similar
promotional programs. Differences between estimated expense and actual
redemptions are normally insignificant and recognized as a change in management
estimate in a subsequent period. However, the likelihood exists of materially
different reported results if different assumptions or conditions were to
prevail.
Identifiable Intangible Assets, Long-Lived Assets, and Goodwill: The Company
assesses the carrying value of its identifiable intangible assets, long-lived
assets, and goodwill whenever events or changes in circumstances indicate that
the carrying amount of the underlying asset may not be recoverable. Certain
factors which may occur and indicate that an impairment exists include, but are
not
19
limited to: significant under performance relative to historical or
projected future operating results; significant changes in the manner of the
Company's use of the underlying assets; and significant adverse industry or
market trends. In the event that the carrying values of assets are determined to
be unrecoverable, the Company would record an adjustment to the respective
carrying value. See NOTE 3 to the "Notes to Consolidated Financial Statements."
LIQUIDITY AND CAPITAL RESOURCES
The following discussion highlights the major variances in the Consolidated
Statement of Cash Flows for fiscal 2004 compared to fiscal 2003.
Net cash provided by operating activities was $104.5 million in fiscal 2004, a
decrease of $22.3 million as compared to net cash provided by operating
activities of $126.8 million in fiscal 2003. During fiscal 2003, the Company
benefited from a significant reduction in its outstanding inventory levels.
Fiscal 2003 inventory levels were lowered as a result of both management's
efforts and adverse weather conditions during the 2002 growing season.
Offsetting this significant benefit in inventory reduction was a voluntary
contribution of $14.4 million made by the Company to its pension plan in the
fourth quarter of fiscal 2003. No such payment was made in fiscal 2004.
Management will continue to focus its efforts on maintaining optimal working
capital.
Net cash provided by investing activities of $3.1 million in fiscal 2004
decreased $35.0 million from $38.1 million in fiscal 2003. The decrease was
primarily the result of the disposition of the Company's investment in GLK and
repayments from GLK related to working capital advances which benefited net cash
provided by investing activities by $18.7 million in fiscal 2003. See NOTE 7 to
the "Notes to Consolidated Financial Statements." Capital expenditures were
$24.4 million for fiscal 2004 as compared to $16.4 million in fiscal 2003. The
increase in capital expenditures results primarily from the consolidation of
production into existing facilities as a result of management's efforts to
increase operating efficiencies. The purchase of property, plant, and equipment
was for general operating purposes and is considered adequate to maintain its
facilities in proper working order. Proceeds received during fiscal 2004 include
$15.9 million from the sale of the Freshlike canned vegetable business, as well
as $8.9 million related to the sale of facilities and equipment no longer in
service. Fiscal 2003 proceeds included $26.5 million for the sale of the Veg-All
business. See NOTE 5 to the "Notes to Consolidated Financial Statements."
Net cash used in financing activities was $188.4 million in fiscal 2004, an
increase of $162.5 million as compared to cash used of $25.9 million in fiscal
2003. This increase in cash used in financing activities is primarily the result
of the Company's repayment of $150.0 million of its outstanding 11 7/8 percent
Senior Subordinated Notes in November 2003, and the related $8.9 million call
premium. See further discussion below and at NOTE 10, to the "Notes to
Consolidated Financial Statements." In addition, during fiscal 2003, the Company
completed the Transaction with Pro-Fac Cooperative, Inc. and Vestar/Agrilink
Holdings LLC which resulted 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."
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 June 26, 2004, (i) there were no cash borrowings outstanding under the
Revolving Credit Facility, (ii) there were $23.8 million in letters of credit
outstanding, and (iii) availability under the Revolving Credit Facility, after
taking into account the amount of letters of credit outstanding, was $176.2
million. The Company believes that the cash flow generated by operations and the
amounts available under the Revolving Credit Facility provide adequate liquidity
to fund working capital needs and expenditures.
The Senior Credit Facility bears interest at the Company's option, at a base
rate or LIBOR plus, in each case, an applicable percentage. The appropriate
applicable percentage corresponds to the Company's Consolidated Leverage Ratio,
as defined by the senior credit agreement ("Senior Credit Agreement"), and is
adjusted quarterly based on the calculation of the Consolidated Leverage Ratio.
As of June 26, 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 June 26, 2004, the
interest rate under the Term Loan Facility was approximately 4.05 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.
20
The Term Loan Facility requires payments in quarterly installments in the amount
of $675,000 until September 30, 2007. Beginning December 31, 2007, the quarterly
payments are $64,125,000. The Term Loan Facility matures August 2008 upon which
the balance will be due. The Term Loan Facility is also subject to mandatory
prepayments under various scenarios as defined in the Senior Credit Agreement.
Provisions of the Senior Credit Agreement require that annual payments, within
105 days after the end of each fiscal year, in the amount of "excess cash flow"
be utilized to prepay the commitment at an applicable percentage that
corresponds to the Company's Consolidated Leverage Ratio. As of June 26, 2004,
there is no "excess cash proceeds" to be paid under the Term Loan Facility.
The amount of the "excess cash flow" for the year ended June 28, 2003 was
$13.1 million and was paid on September 26, 2003.
The Term Loan Facility was subject to the following amortization schedule at
June 26, 2004.
(Dollars in Millions)
Fiscal Year Term Loan B
- ----------- -----------
2005 $ 2.7
2006 2.7
2007 2.7
2008 129.6
2009 115.2
------
$252.9
======
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 June 26, 2004, the Company was in
compliance with all covenants, restrictions, and requirements under the terms of
the Senior Credit Facility.
During fiscal 2004, the Company 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 10,
"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
Birds Eye Holdings Inc. and certain of the Company's subsidiaries. See Note 14
"Guarantees and Indemnifications" to the "Notes to Consolidated Financial
Statements."
Senior Subordinated Notes - 11 7/8 Percent (due 2008): In fiscal 1999, the
Company issued Senior Subordinated Notes (the "Notes") for $200.0 million
aggregate principal amount due November 1, 2008. Interest on the Notes accrues
at the rate of 11 7/8 percent per annum and is payable semiannually in arrears
on May 1 and November 1.
The Notes represent general unsecured obligations of the Company, subordinated
in right of payment to certain other debt obligations of the Company (including
the Company's obligations under the Senior Credit Facility). The Notes are
guaranteed by Pro-Fac and certain of the Company's subsidiaries.
The Notes contain customary covenants and restrictions on the Company's ability
to engage in certain activities, including, but not limited to: (i) limitations
on the incurrence of indebtedness and liens; (ii) limitations on consolidations,
mergers, sales of assets, transactions with affiliates; and (iii) limitations on
dividends and other distributions. The Company is in compliance with all
covenants, restrictions, and requirements under the Notes.
The Company, its principal shareholder, 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.
21
Contractual Obligations: The following table summarizes the Company's future
obligations under contracts as of June 26, 2004.
(Dollar amounts in millions)
Contractual Obligations Payments due by period
----------------------------------------------------------
Less than 1 More than 5
Total year 1-3 years 3-5 years years
------ ----------- --------- --------- -----------
Long-Term Debt(1) $302.9 $ 2.7 $ 5.4 $294.8 $ 0.0
Capital Lease Obligations 4.2 0.9 1.7 1.5 0.1
Operating Leases 35.1 7.3 11.1 7.4 9.3
Purchase Obligations(2,3) 434.3 201.3 79.4 51.8 101.8
Other Long-Term Liabilities(4) 91.0 12.9 46.4 19.8 11.9
------ ------ ------ ------ ------
Total $867.5 $225.1 $144.0 $375.3 $123.1
====== ====== ====== ====== ======
(1) "Long-Term Debt" includes principal amounts due under the Company's Senior
Subordinated 11 7/8 percent Notes and the Term Loan Facility.
(2) A "Purchase Obligation" is defined as an agreement to purchase goods or
services that is enforceable and legally binding on the Company and that
specifies all significant terms, including: fixed or minimum quantities to be
purchased; fixed, minimum or variable price provisions; and the approximate
timing of the transaction. Purchase Obligations include outstanding
purchase orders of the Company for raw materials, packaging and other
ingredients. Purchase Obligations which outline quantities that vary based on
production needs cannot be reasonably estimated at this time. The total does
not include purchase obligations recorded on the consolidated balance sheet as
of June 26, 2004.
(3) Amounts shown within Purchase Obligations in the less than one year category
include estimated raw product purchases of $56.5 million under the Amended and
Restated Marketing and Facilitation Agreement. As estimates of the ongoing
purchases from Pro-Fac cannot be determined at this time, the maximum penalty
due upon termination has been included in the 1-3 years category.
(4) This category includes the non-current liabilities reflected on the June 26,
2004 consolidated balance sheet for pension, other postretirement benefits,
non-qualified 401(k) benefits, deferred directors' fees and Pro-Fac termination
payments due under the Termination Agreement. Payments to the Company's pension
trusts are reflected through October, 2008. Estimates beyond that date are not
currently available.
OTHER MATTERS:
Capital Expenditures: The Company anticipates that capital expenditures for
fiscal years 2005 and 2006 will be in the range of approximately $20 million to
$25 million per annum. The Company believes that cash flow from operations and
borrowings under the Company's bank facilities will be sufficient to meet its
liquidity requirements for the foreseeable future.
Short- and Long-Term Trends: The Company believes new product introduction is
critical to building successful brands. During the fourth quarter of fiscal
2004, the Company introduced a reduced carbohydrate alternative in its Birds Eye
Voila! product line 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.
In addition to developing products under the Birds Eye brand, management will
continue to explore launching new products and product extensions under its
other brands, including Freshlike and McKenzie's to meet consumer demands and
preferences.
The vegetable and fruit portions of the business can be positively or negatively
affected by weather conditions nationally and the resulting impact on crop
yields. Favorable weather conditions can produce high crop yields and an
oversupply situation. This results in depressed selling prices and reduced
profitability on the inventory produced from that year's crops. Excessive rain
or drought conditions can produce low crop yields and a shortage situation. This
typically results in higher selling prices and increased profitability. While
the national supply situation controls the pricing, the supply can differ
regionally because of variations in weather.
The cherry crop from both the 2002 and 2003 growing seasons was adversely
affected by weather conditions in the prime growing areas in Michigan. Both raw
and frozen cherry costs have, therefore, significantly increased from historic
levels. To offset the cherry cost increase, management initiated both pricing
actions and changes in promotional programs across all of its cherry items.
Early indications from the 2004 growing season indicate adequate crop supply,
however, cost has not yet been finalized.
22
For the 2004 crop season, higher than normal precipitation levels in the
Northeast and Midwest regions are anticipated to reduce crop intake. While the
reduction in crop intake may impact 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.
Effective June 28, 2004 the Company initiated a price increase of 5 to 7 percent
on all product categories. The price increase was a direct result of increases
across commodities and other production costs. Specifically, increases have been
seen in the soybean and corn markets, as well as the dairy, beef, and edible
oils markets and continued employee health care costs. Rising prices in natural
gas and crude oil have also impacted both transportation costs and energy
intensive packaging components.
Supplemental Information on Inflation: The changes in costs and prices within
the Company's business due to inflation were not significantly different from
inflation in the United States economy as a whole. See further discussion above
at short- and long-term trends.
New Accounting Pronouncements: In May 2004, the FASB issued Staff Position No.
106-2, "Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug, Improvement and Modernization Act of 2003", which superseded
FASB Staff Position No. 106-1, "Accounting and Disclosure Requirements related
to the Medicare Prescription Drug, Improvement and Modernization Act of 2003."
FSP 106-2 requires that until an employer is able to determine whether benefits
provided by its plan are "actuarially equivalent" to Medicare Part D under the
Act, it must disclose the existence of the Act and the fact that the amounts
included in the financial statements related to the employer's post retirement
benefit plans do not reflect the effects of the Act. The guidance in FSP 106-2
is effective for interim or annual financial statements beginning after June 15,
2004. The implementation of this guidance is not expected to have a material
impact on the Company's consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company, as a result of its operating and financing activities, is exposed
to changes in foreign currency exchange rates and certain commodity prices,
which may adversely affect its results of operations and financial position. In
seeking to minimize the risks and/or costs associated with such activities, the
Company has entered into derivative contracts.
Foreign Currency: The Company manages its foreign currency related risk
primarily through the use of foreign currency forward contracts. The contracts
held by the Company are denominated in Mexican pesos.
The Company has entered into foreign currency forward contracts that are
designated as cash flow hedges of exchange rate risk related to forecasted
foreign currency-denominated intercompany sales. At June 26, 2004, the Company
had cash flow hedges for the Mexican peso with maturity dates ranging from July
2004 to June 2005. The fair value of the open contracts was an after-tax loss of
$0.1 million, recorded in accumulated other comprehensive income in
shareholder's equity. The forward contracts hedge approximately 80 percent of
the Company's planned intercompany sales. Amounts deferred to accumulated other
comprehensive income will be reclassified into cost of goods sold. For the year
ended June 26, 2004, a net loss of approximately $44,000 has been reclassified
from other comprehensive income to cost of goods sold. Hedge ineffectiveness was
insignificant.
Foreign Currency
Forward Outstanding
-------------------
Contract amounts 133 million Pesos
Weighted average settlement exchange rate 8.6%
Commodity Prices: The Company is exposed to commodity price risk related to
forecasted purchases of corrugated (unbleached kraftliner) in its manufacturing
process. To mitigate this risk, the Company entered into a swap agreement on
April 15, 2004, which matures June 30, 2005. The swap agreement is designated as
a cash flow hedge of the Company's forecasted corrugated purchases. At June 26,
2004, the Company had open swaps hedging approximately 80 percent of its planned
corrugated requirements. The fair value of the agreement is an after-tax gain of
approximately $0.4 million recorded in accumulated other comprehensive income in
shareholder's equity.
Swap
Corrugated Outstanding
(Unbleached Kraftliner)
------------------------------
Notional amount 24,000 short tons
Average paid rate $458/short ton
Average receive rate Floating rate/short ton - $488
Maturities through June 2005
23
The Company is also exposed to commodity price risk related to forecasted
purchases of polyethylene in its manufacturing process. To mitigate this risk,
the Company entered into a swap agreement on February 26, 2004 designated as a
cash flow hedge of its forecasted polyethylene purchases. The swap hedges
approximately 80 percent of the Company's planned polyethylene requirements. The
fair value of the agreement is an after-tax loss of approximately $0.1 million
recorded in accumulated other comprehensive income in shareholder's equity. The
termination date for the agreement is June 30, 2005.
Swap
Polyethylene Outstanding
----------------------------
Notional amount 4,500,000 pounds
Average paid rate $.568/pound
Average receive rate Floating rate - $.541/pound
Maturities through June 2005
24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
ITEM Page
- ---- ----
Birds Eye Foods, Inc. and Consolidated Subsidiaries:
Report of Independent Registered Public Accounting Firm.................. 26
Report of Registered Accounting Firm..................................... 27
Consolidated Statements of Operations, Accumulated Earnings/
(Deficit), and Comprehensive Income/(Loss) for the year ended
June 26, 2004, the periods August 19, 2002 to June 28, 2003
and June 30, 2002 to August 18, 2002 and for the year ended
June 29, 2002...................................................... 28
Consolidated Balance Sheets at June 26, 2004 and June 28, 2003........... 29
Consolidated Statements of Cash Flows for the year ended June 26,
2004, the periods August 19, 2002 to June 28, 2003 and June 30,
2002 to August 18, 2002, and for the year ended June 29, 2002......... 30
Notes to Consolidated Financial Statements............................... 31
25
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholder
Birds Eye Foods, Inc.
Rochester, New York
We have audited the accompanying consolidated balance sheets of Birds Eye Foods,
Inc. and subsidiaries as of June 26, 2004 and June 28, 2003 (Successor Company),
and the related consolidated statements of operations, accumulated earnings
(deficit), and comprehensive income, and cash flows for the year ended
June 26, 2004 (Successor Company), for the period from August 19, 2002 through
June 28, 2003 (Successor Company), and for the period from June 30, 2002 through
August 18, 2002 (Predecessor Company). Our audits also included the 2004 and
2003 financial statement schedule listed in the Index at Item 15. These
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Birds Eye Foods, Inc. and
subsidiaries at June 26, 2004 and June 28, 2003 (Successor Company), and the
results of their operations and their cash flows for the year ended June 26,
2004 (Successor Company), for the period from August 19, 2002 through June 28,
2003 (Successor Company), and for the period from June 30, 2002 through August
18, 2002 (Predecessor Company), in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion, such
2004 and 2003 financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in
all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Rochester, New York
August 17, 2004
26
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Agrilink Foods, Inc.
In our opinion, the consolidated statements of operations, accumulated earnings
(deficit), and comprehensive income, and of cash flows for the year ended June
29, 2002, which are included in this Form 10-K Equivalent, present fairly, in
all material respects, the results of operations and cash flows of Agrilink
Foods, Inc. and its subsidiaries for the year ended June 29, 2002, in conformity
with accounting principles generally accepted in the United States of America.
In addition, in our opinion, the financial statement schedule listed in the
index appearing under Item 15(a)(2) on page 78 for the year ended June 29, 2002,
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements. These
financial statements and financial statement schedule are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audit. We
conducted our audit of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Rochester, New York
August 28, 2002, except as to Notes 5 and 13 which are as of September 7, 2004
27
FINANCIAL STATEMENTS
Birds Eye Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings/(Deficit), and
Comprehensive Income/(Loss)
(Dollars in Thousands)
Fiscal Year Ended Periods Ended Fiscal Year Ended
----------------- ---------------------------------- -----------------
Successor Successor Predecessor Predecessor
June 26, August 19, 2002 - June 30, 2002 - June 29,
2004 June 28, 2003 August 18, 2002 2002
--------- ----------------- -------------- -----------
Net sales $ 843,398 $ 764,900 $ 98,076 $ 943,886
Cost of sales (652,863) (585,239) (75,441) (735,714)
--------- --------- --------- ---------
Gross profit 190,535 179,661 22,635 208,172
Selling, administrative, and general expenses (112,208) (105,606) (15,084) (113,904)
Restructuring 0 0 0 (2,622)
Gain from pension curtailment 0 0 0 2,472
Income from Great Lakes Kraut Company, LLC 0 1,770 277 2,457
Goodwill impairment charge 0 0 0 (179,025)
--------- --------- --------- ---------
Operating income/(loss) before dividing with
Pro-Fac 78,327 75,825 7,828 (82,450)
Loss on early extinguishment of debt (4,018) 0 0 0
Interest expense (31,326) (39,807) (7,416) (61,331)
--------- --------- --------- ---------
Pretax income/(loss) from continuing
operations and before dividing with
Pro-Fac 42,983 36,018 412 (143,781)
Pro-Fac share of income 0 0 0 (16,842)
--------- --------- --------- ---------
Pretax income/(loss) from continuing
operations 42,983 36,018 412 (160,623)
Tax (provision)/benefit (15,438) (14,426) (169) 31,569
--------- --------- --------- ---------
Income/(loss) before discontinued operations 27,545 21,592 243 (129,054)
Discontinued operations, net of tax 4,322 (836) (158) (1,640)
--------- --------- --------- ---------
Net income/(loss) 31,867 20,756 85 (130,694)
Accumulated earnings/(deficit) at beginning
of period 20,756 0 (126,623) 4,071
--------- --------- --------- ---------
Accumulated earnings/(deficit) at end of
period $ 52,623 $ 20,756 $(126,538) $(126,623)
========= ========= ========= =========
Net income/(loss) $ 31,867 $ 20,756 $ 85 $(130,694)
Other comprehensive income/(loss):
Minimum pension liability adjustment,
net of taxes (490) (11,257) 0 0
Unrealized (loss)/gain on hedging
activity, net of taxes (131) 348 0 (412)
--------- --------- --------- ---------
Comprehensive income/(loss) $ 31,246 $ 9,847 $ 85 $(131,106)
========= ========= ========= =========
Accumulated other comprehensive (loss)/income
at beginning of period $ (10,909) $ 0 $ (367) $ 45
Minimum pension liability, net of taxes (490) (11,257) 0 0
Unrealized (loss)/gain on hedging activity,
net of taxes (131) 348 0 (412)
--------- --------- --------- ---------
Accumulated other comprehensive (loss)/income
at end of period $ (11,530) $ (10,909) $ (367) $ (367)
========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
28
Birds Eye Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
Successor Successor
June 26, June 28,
2004 2003
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 72,887 $153,756
Accounts receivable trade, net of allowances for doubtful accounts of
$993 and $978, respectively 63,319 58,230
Accounts receivable, other 2,271 1,841
Income taxes refundable 0 407
Inventories, net 181,083 206,584
Current investment in CoBank 1,477 2,464
Prepaid manufacturing expense 11,706 12,053
Prepaid expenses and other current assets 11,327 12,239
Assets held for sale 6,848 13,501
Current deferred tax asset 9,047 15,508
-------- --------
Total current assets 359,965 476,583
Investment in CoBank 1,102 3,038
Property, plant, and equipment, net 197,845 195,199
Goodwill 35,586 37,050
Trademarks and other intangible assets, net 164,123 168,321
Other assets 20,266 24,547
Note receivable due from Pro-Fac Cooperative, Inc. 1,086 712
Non-current deferred tax asset 0 3,933
-------- --------
Total assets $779,973 $909,383
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of obligations under capital leases $ 851 $ 704
Current portion of long-term debt 2,700 19,611
Current portion of Termination and Transitional Service Agreements with Pro-Fac
Cooperative, Inc. 9,220 9,403
Accounts payable 76,696 67,150
Income taxes payable 1,241 0
Accrued interest 1,153 4,106
Accrued employee compensation 10,029 10,225
Other accrued expenses 38,689 39,979
Growers payable due to Pro-Fac Cooperative, Inc. 7,783 8,504
-------- --------
Total current liabilities 148,362 159,682
Obligations under capital leases 3,028 1,833
Long-term debt 301,592 459,970
Long-term portion of Termination and Transitional Service Agreements with Pro-Fac
Cooperative, Inc. 16,830 24,031
Other non-current liabilities 59,943 52,330
Non-current deferred tax liability 6,371 0
-------- --------
Total liabilities 536,126 697,846
-------- --------
Commitments and Contingencies
Shareholder's Equity:
Common stock, par value $.01; 11,000 shares authorized, issued and outstanding 0 0
Additional paid-in capital 202,754 201,690
Accumulated earnings 52,623 20,756
Accumulated other comprehensive income/(loss):
Unrealized gain on hedging activity, net of taxes 217 348
Minimum pension liability, net of taxes (11,747) (11,257)
-------- --------
Total shareholder's equity 243,847 211,537
-------- --------
Total liabilities and shareholder's equity $779,973 $909,383
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
29
Birds Eye Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
Fiscal Year Ended Periods Ended Fiscal Year Ended
----------------- ---------------------------------- -----------------
Successor Successor Predecessor Predecessor
June 26, August 19, 2002 - June 30, 2002 - June 29,
2004 June 28, 2003 August 18, 2002 2002
--------- ----------------- --------------- -----------
Cash Flows from Operating Activities:
Net income/(loss) $ 31,867 $ 20,756 $ 85 $(130,694)
Adjustments to reconcile net income/(loss) to net
cash provided by/(used in) operating
activities -
Goodwill impairment charge 0 0 0 179,025
Amortization of certain intangible assets 1,798 2,262 144 1,147
Depreciation 22,663 22,129 3,833 30,850
Amortization of debt issue costs, amendment
costs, debt discounts and premiums, and
interest in-kind 7,330 9,197 1,201 6,968
Gain on sale of Freshlike canned vegetable
business (6,263) 0 0 0
Loss on sale of assets 217 0 0 0
Loss on early extinguishment of debt 4,018 0 0 0
Equity in undistributed earnings of Great
Lakes Kraut Company, LLC 0 (1,109) (277) (1,795)
Equity in undistributed earnings of CoBank 0 (29) 0 (97)
Transitional Service Agreement with Pro-Fac
Cooperative, Inc. (525) (455) 0 0
Provision/(benefit) for deferred taxes 16,703 13,481 0 (31,934)
Provision for losses on accounts receivable 298 570 0 557
Change in assets and liabilities:
Accounts receivable (5,892) 13,541 1,818 16,935
Inventories and prepaid manufacturing expense 17,365 106,699 (33,170) 22,800
Income taxes (payable)/refundable 1,648 (1,211) (75) 1,151
Accounts payable and other accrued expenses 6,475 (10,092) (10,972) (68,640)
Due to/(from) Pro-Fac Cooperative, Inc., net (721) (13,433) 8,649 (11,485)
Other assets and liabilities, net 7,522 (7,623) 909 (142)
--------- --------- -------- ---------
Net cash provided by/(used in) operating activities 104,503 154,683 (27,855) 14,646
--------- --------- -------- ---------
Cash Flows from Investing Activities:
Purchase of property, plant, and equipment (24,397) (14,175) (2,187) (15,026)
Proceeds from disposals 24,829 27,349 0 595
Proceeds from note receivable 0 4,978 0 0
Issuance of note receivable to Pro-Fac
Cooperative, Inc. (300) (700) 0 0
Proceeds from investment in CoBank 2,923 3,053 1,115 5,114
Repayments from/(advances to) Great Lakes Kraut
Company, LLC 0 6,285 (1,512) 4,016
Disposition of investment in Great Lakes Kraut
Company, LLC 0 13,900 0 0
--------- --------- -------- ---------
Net cash provided by/(used in) investing activities 3,055 40,690 (2,584) (5,301)
--------- --------- -------- ---------
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt 0 270,000 0 0
Birds Eye Holdings, Inc. contribution, net 1,064 175,590 0 0
Payments on Subordinated Promissory Note 0 (25,000) 0 0
Net (payments)/proceeds on prior revolving credit
facility 0 (22,000) 22,000 0
Payments on long-term debt (169,636) (402,488) (292) (11,790)
Payment of premium and fees on early
extinguishment of debt (8,937) 0 0 0
Payments on Termination Agreement and other
payments to Pro-Fac Cooperative, Inc. (10,000) (12,118) 0 0
Payments on capital leases (918) (775) (38) (620)
Cash paid for debt issuance costs 0 (24,743) 0 0
Cash paid for transaction fees 0 (6,000) 0 0
Cash paid for debt amendments 0 0 0 (1,694)
Capital contribution by Pro-Fac Cooperative, Inc. 0 0 0 11,789
--------- --------- -------- ---------
Net cash (used in)/provided by financing activities (188,427) (47,534) 21,670 (2,315)
--------- --------- -------- ---------
Net change in cash and cash equivalents (80,869) 147,839 (8,769) 7,030
Cash and cash equivalents at beginning of period 153,756 5,917 14,686 7,656
--------- --------- -------- ---------
Cash and cash equivalents at end of period $ 72,887 $ 153,756 $ 5,917 $ 14,686
========= ========= ======== =========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for :
Interest $ 27,765 $ 36,543 $ 3,837 $ 62,901
========= ========= ======== =========
Income taxes paid, net $ 74 $ 3,906 $ 134 $ 1,298
========= ========= ======== =========
Supplemental schedule of non-cash investing and
financing activities:
Capital lease obligations incurred $ 4,177 $ 49 $ 0 $ 3,185
========= ========= ======== =========
Birds Eye Holdings, Inc. investment $ 0 $ 32,100 $ 0 $ 0
========= ========= ======== =========
The accompanying notes are an integral part of these consolidated financial
statements.
30
BIRDS EYE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company: Birds Eye Foods, Inc. (the "Company" or "Birds Eye Foods"),
incorporated in 1961, is a producer and marketer of processed food products. The
Company has three primary segments in which it markets its products, they
include: branded frozen, branded dry, and non-branded products. The majority of
each of the segments' net sales are 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 consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") which requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Consolidation: The consolidated financial statements include the Company and its
wholly-owned subsidiaries after elimination of intercompany transactions and
balances. Investments in affiliates, owned more than 20 percent but not in
excess of 50 percent, are recorded under the equity method of accounting. In
accordance with the guidelines for accounting for business combinations, the
investment by Vestar/Agrilink Holdings and its co-investors ("Vestar") plus
related purchase accounting adjustments have been "pushed down" and recorded in
Birds Eye Foods' financial statements for the period subsequent to August 18,
2002, resulting in a new basis of accounting for the "successor" period.
Reclassification: Prior year information is reclassified whenever necessary to
conform with the current year's presentation.
Fiscal Year: The fiscal year of Birds Eye Foods ends on the last Saturday in
June. Fiscal 2004, 2003 and 2002 comprised 52 weeks.
Recently Adopted and New Accounting Pronouncements: In November 2002, the
Financial Accounting Standards Board ("FASB") issued Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Others" ("FIN 45"). FIN 45 requires that a liability be
recorded on the guarantor's balance sheet upon issuance of a guarantee. In
addition, FIN 45 requires disclosures about the guarantees that an entity has
issued. The Company has applied the recognition provisions of FIN 45
prospectively to guarantees issued after December 31, 2002 as required by the
interpretation. The disclosure and recognition provisions of FIN 45 have been
adopted in this report and did not have a material effect on its consolidated
financial statements. See NOTE 14 to the "Notes to Consolidated Financial
Statements" for additional disclosures regarding FIN 45.
In April 2003, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and
reporting for derivative instruments and for hedging activities under SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." This
statement clarifies under what circumstances a contract with an initial net
investment meets the characteristic of a derivative discussed in SFAS No. 133,
clarifies when a derivative contains a financing component, amends the
definition of an underlying to conform it to language used in FIN 45 and amends
certain other existing pronouncements. These changes are intended to result in
more consistent reporting of contracts as either derivatives or hybrid
instruments. The statement is generally effective for contracts entered into or
modified after, and for hedging relationships designated after, June 30, 2003.
The adoption of SFAS No. 149 did not have a material effect on the Company's
consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
improves the accounting for certain financial instruments that, under previous
guidance, issuers could account for as equity. The new statement requires that
those instruments be classified as liabilities in the balance sheet. The Company
has adopted SFAS No. 150 and the adoption did not have a material impact on the
Company's consolidated financial statements.
31
In December 2003, the FASB revised SFAS No. 132, "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. See NOTE 12 to the "Notes to
Consolidated Financial Statements" for the required disclosures.
In May 2004, the FASB issued Staff position No. 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003" ("FSP 106-2"), which superseded FASB Staff
Position No. 106-1. FSP 106-2 requires that until an employer is able to
determine whether benefits provided by its plan are "actuarially equivalent" to
Medicare Part D under the Act, it must disclose the existence of the Act and the
fact that the amounts included in the financial statements related to the
employer's postretirement benefit plans do not reflect the effects of the Act.
The guidance in FSP 106-2 is effective for interim or annual financial
statements beginning after June 15, 2004. The implementation of this guidance is
not expected to have a material impact on the Company's consolidated financial
statements.
Cash and Cash Equivalents: Cash and cash equivalents include short-term
investments with original maturities of three months or less.
Trade Accounts Receivable: The Company accounts for trade receivables at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates its allowance for doubtful accounts as a percentage of receivables
overdue. Also included in the allowance, in their entirety, are those accounts
that have filed for bankruptcy, been sent to collections, and any other accounts
management believes are not collectible based on historical losses. The Company
periodically reviews the accounts included in the allowance to determine those
to be written off. Generally, after a period of one year, or through legal
counsel's advice, accounts are written off. It is not Company policy to accrue
interest on past due accounts. The Company's allowance for doubtful accounts is
approximately $1.0 million at June 26, 2004 and at June 28, 2003.
Inventories: Inventories are stated at the lower of cost or market on the
first-in, first-out ("FIFO") method. The Company provides inventory reserves for
obsolete or slow moving inventory based on changes in consumer demand and other
economic conditions. Reserves recorded at June 26, 2004 and June 28, 2003 were
$4.1 million and $7.6 million, respectively.
Investment in CoBank: The Company's investment in CoBank was required as a
condition of previous borrowings. These securities are not physically issued by
CoBank, but rather the Company is notified as to their monetary value. The
investment is carried at cost plus the Company's share of the undistributed
earnings of CoBank (that portion of patronage refunds not distributed currently
in cash).
Earnings on the Company's investment in CoBank in fiscal years 2004, 2003, and
2002, amounted to approximately $0, $57,000, and $160,500, respectively.
Under the terms of previous borrowing arrangements, the Company's investment in
CoBank will be liquidated over the next four-year period.
Prepaid Manufacturing Expense: The allocation of manufacturing overhead to
finished goods produced is on the basis of a production period. Thus at the end
of each period, certain costs incurred by seasonal plants, subsequent to the end
of previous pack operations, are deferred and included in the accompanying
balance sheet. Such costs are applied to inventory during the next production
period and recognized as an element of cost of goods sold.
Property, Plant, and Equipment and Related Lease Arrangements: Property, plant,
and equipment are depreciated over the estimated useful lives of the assets
using the straight-line method, half-year convention, over 1 to 33 years.
Lease arrangements are capitalized when such leases convey substantially all of
the risks and benefits incidental to ownership. Capital leases are amortized
over either the lease term or the life of the related assets, depending upon
available purchase options and lease renewal features.
Assets held for sale are separately classified on the balance sheet. The
recorded value represents estimated fair value less costs to sell.
Goodwill: Goodwill includes the cost in excess of the fair value of net
identifiable assets acquired in purchase transactions. Under the current
guidance of SFAS No. 142, goodwill is no longer amortized, but instead tested
annually for impairment. See NOTE 3 to the "Notes to Consolidated Financial
Statements."
32
Other Intangible Assets: Other intangible assets include non-competition
agreements, customer relationships, trademarks, and a trademark royalty
agreement. Other intangible assets are amortized on a straight-line basis over
four to fourteen years. Trademarks have been deemed to have an indefinite life
and are, therefore, not amortized.
Long-Lived Assets: It is the Company's policy to review the carrying value of
long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying value of such assets may not be recoverable.
Measurement of the impairment loss is based on the fair value of the asset.
Generally, fair value will be determined using valuation techniques such as the
present value of expected future cash flows.
Other Assets: Other assets are primarily comprised of debt issuance costs. Debt
issuance costs are amortized over the term of the debt. Amortization expense
incurred was approximately $4.7 million in fiscal 2004, $4.5 million in fiscal
2003, and $2.8 million in fiscal 2002.
Derivative Financial Instruments: The Company does not engage in interest rate
speculation. Derivative financial instruments are utilized to hedge interest
rate risk, commodity price risk, and foreign currency related risk and are not
held for trading purposes. See NOTE 9 to the "Notes to Consolidated Financial
Statements" for additional disclosures of the Company's hedging activities.
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 our products; consumer coupons;
and similar activities. The costs of these activities are generally recognized
at the time the related revenue is recorded, which normally precedes the actual
cash expenditure. The accrual for promotional activities at June 26, 2004 and
June 28, 2003 was $11.7 million and $10.7 million, respectively.
Income Taxes: Income taxes are provided on income for financial reporting
purposes. Deferred income taxes resulting from temporary differences between
financial reporting and tax reporting are appropriately classified in the
balance sheet. See NOTE 11 to the "Notes to Consolidated Financial Statements."
Pension and Postretirement Benefits other than Pensions: The Company and its
subsidiaries have several pension plans and participate in various union pension
plans. In addition, the Company sponsors benefit plans that provide
postretirement medical and life insurance benefits for certain current and
former employees of the Company. Charges to income with respect to plans
sponsored by the Company and its subsidiaries are based upon actuarially
determined costs. Pension liabilities are funded by periodic payments to the
various pension plan trusts. See NOTE 12 to the "Notes to Consolidated Financial
Statements" for additional related disclosures.
Casualty Insurance: The Company is primarily self-insured for workers
compensation and automobile liability. The Company accrues for the estimated
losses from both asserted and unasserted claims. The estimate of the liability
for unasserted claims arising from unreported incidents is based on an analysis
of historical claims data. The accrual for casualty insurance at June 26, 2004
and June 28, 2003 was $7.2 million and $5.3 million, respectively.
Revenue Recognition: The Company recognizes revenue on shipments on the date the
merchandise is received by the customer and title transfers. Product sales are
reported net of applicable cash discounts, sales allowances and promotions.
Shipping and Handling Expense: Shipping and handling expenses are included as a
component of cost of sales.
Advertising: Production costs of commercials and programming are charged to
operations in the year first aired. The costs of other advertising promotion and
marketing programs are expensed when incurred. Advertising expense incurred in
fiscal year 2004, 2003, and 2002, amounted to approximately $17.5 million, $29.0
million, and $18.2 million, respectively.
Environmental Expenditures: Environmental expenditures that pertain to current
operations are expensed or capitalized consistent with the Company's
capitalization policy. Expenditures that result from the remediation of an
existing condition caused by past operations that do not contribute to current
or future revenues are expensed. Liabilities are recorded when remedial
activities are probable, and the cost can be reasonably estimated.
Income from Great Lakes Kraut Company, LLC: Represents earnings received from
the investment in Great Lakes Kraut Company, LLC, a former joint venture formed
between Birds Eye Foods and Flanagan Brothers, Inc. See NOTE 7 to the "Notes to
Consolidated Financial Statements."
Earnings Per Share Data Omitted: The guidance of SFAS No. 128, "Earnings per
Share," requires presentation of earnings per share by all entities that have
issued common stock or potential common stock if those securities trade in a
public market either on a stock
33
exchange (domestic or foreign) or in the over-the-counter market. Birds Eye
Foods common stock is not publicly traded and, therefore, earnings per share
amounts are not presented.
Comprehensive Income: Under SFAS No. 130, the Company is required to display
comprehensive income and its components as part of the financial statements.
Comprehensive income/(loss) is comprised of net earnings and other comprehensive
income/(loss), which includes certain changes in equity that are excluded from
net earnings/(loss). The Company includes adjustments for minimum pension
liabilities and unrealized holding gains and losses on hedging transactions in
other comprehensive income/(loss).
Disclosures About Fair Value of Financial Instruments: The following methods and
assumptions were used by the Company in estimating its fair value disclosures
for financial instruments:
Cash and Cash Equivalents and Accounts Receivable: The carrying amount
approximates fair value because of the short maturity of these instruments.
Long-Term Investments: The carrying value of the investment in CoBank was
$2.6 million at June 26, 2004. As there is no market price for this
investment, a reasonable estimate of fair value is not possible.
Long-Term Debt: The fair value of the long-term debt is estimated based on
the quoted market prices for the same or similar issues or on the current
rates offered for debt of the same remaining maturities. See NOTE 10 to the
"Notes to Consolidated Financial Statements."
NOTE 2. THE TRANSACTION
On June 20, 2002, Pro-Fac Cooperative, Inc., a New York agricultural
cooperative, Birds Eye Foods, at the time a New York corporation and a
wholly-owned subsidiary of Pro-Fac, and Vestar/Agrilink Holdings LLC, a Delaware
limited liability company, entered into the 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 56.24 percent of the common
equity of Holdings LLC. The co-investors are either under common control with,
or have delivered an unconditional voting proxy to, Vestar/Agrilink Holdings.
The Class A common units entitle the owner thereof - Vestar - to two votes for
each Class A common unit held. All other Holdings LLC common units entitle the
holder(s) thereof to one vote for each common unit held. Accordingly, Vestar has
a voting majority of all common units.
(iii) Immediately following Pro-Fac's contribution of its Birds Eye Foods common
stock to Holdings LLC, Holdings LLC contributed those shares valued at $32.1
million to Birds Eye Holdings Inc., formerly Agrilink Holdings Inc., ("Holdings
Inc."), a Delaware corporation and a direct, wholly-owned subsidiary of Holdings
LLC, and Birds Eye Foods became an indirect, wholly-owned subsidiary of Holdings
LLC.
(iv) As part of the Transaction, executive officers of Birds Eye Foods, and
certain other members of Birds Eye Foods management, entered into subscription
agreements with Holdings LLC to acquire, with a combination of cash and
promissory notes issued to Holdings LLC, an aggregate of approximately $1.3
million of Class C common units and Class D common units of Holdings LLC,
representing approximately 3.04 percent of the common equity ownership at the
closing date. Additional units have been issued subsequent to the Closing Date.
As of June 26, 2004, an additional $0.4 million of Class C common units and
Class D common units, representing less than 1 percent of the common equity
ownership, remained unissued. The management investors, together with Vestar and
Pro-Fac are parties to a Securityholders Agreement and a Limited Liability
Company Agreement, which are described in Part III, Item 13 of this Report under
the heading "Certain Relationships and Related Transactions - Certain Agreements
Relating to the Transaction."
Prior to the Transaction, certain amounts owed by Pro-Fac to Birds Eye Foods
were forgiven. The amounts forgiven were approximately $36.5 million and
represented both borrowings for the working capital needs of Pro-Fac and a $9.4
million demand receivable.
34
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 are recorded at their respective fair values. The final allocation of
purchase was determined during the year ended June 28, 2003 and was based on
valuations and other studies which provide the basis for such an allocation.
Holdings Inc. has "pushed down" its purchase accounting to Birds Eye Foods. In
accordance with generally accepted accounting principles, the excess investment
made by Holdings Inc. over the fair value of the identifiable assets and
liabilities of the Company as of the Closing Date was approximately $46.5
million. See NOTE 3 for further discussion of goodwill and intangible assets.
The allocation of the investment was as follows:
(Dollars in Thousands)
Amount
---------
Working capital(1) $ 278,532
Fixed assets 218,610
Intangibles:
Trade names 154,700
Customer relationships 8,000
Backlog 527
Other intangibles 11,161
Goodwill 46,500
Other non-current assets 68,224
Long-term debt (498,414)
Other non-current liabilities (86,150)
---------
Total investment $ 201,690
=========
(1) Includes $169 million of cash invested by Holdings LLC in Birds Eye Foods.
As of August 19, 2002, management formulated a plan to exit certain portions of
its business. In connection with the Transaction, management determined that
approximately 171 employees would be terminated and announced the benefit
arrangements to those employees. These activities surrounded the Company's
decision to exit the popcorn and applesauce businesses and to relocate its
marketing function to Rochester, New York. As a result, approximately $2.0
million in severance costs and other related exit costs were accrued for in
purchase accounting in accordance with Emerging Issues Task Force ("EITF") 95-3,
"Recognition of Liabilities in Connection with a Purchase Business Combination."
Approximately $1.7 million has been liquidated as of June 26, 2004.
In February 2003, also in connection with the Transaction, the Company announced
that it would be closing and downsizing several vegetable processing facilities
and consolidating production over 4 to 15 months to create more efficient
facilities. The announcement was in furtherance of the final formulation of the
exit plan. The facilities impacted include those in Barker, New York;
Bridgeville, Delaware; Green Bay, Wisconsin; Oxnard, California; Uvalde, Texas,
the fresh production operation at Montezuma, Georgia; Lawton, Michigan; and Fond
du Lac, Wisconsin. The Company intends to dispose of these properties. See NOTE
5 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 were notified of their termination
and benefit arrangements. Additional costs to complete the exit plan included
facility closure costs, lease penalties, and contractual cancellation and
termination fees. The following table reflects the amount recorded as a
liability for the exit plan to close these facilities as well as amounts
liquidated as of June 26, 2004. Adjustments to this 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 (4.9) (1.8)
Adjustments (0.6) (0.5)
----- -----
Balance at June 26, 2004 $ 0.7 $ 0.0
===== =====
35
The following unaudited pro forma financial information presents a summary of
consolidated results of operations of the Company as if the Transaction had
occurred at the beginning of the periods presented.
(Dollars in Thousands)
Predecessor Predecessor
June 30, 2002 - Fiscal Year Ended
August 18, June 29,
2002 2002
--------------- -----------------
Net sales $98,076 $943,886
Income before discontinued operations $ 990 $ 31,361
Net income $ 832 $ 29,721
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 2002 fiscal year, or of the
future operations of the successor company.
NOTE 3. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS
Birds Eye Foods follows SFAS No. 142, "Goodwill and Other Intangible Assets,"
which requires that goodwill not be amortized, but instead be tested at least
annually for impairment and expensed against earnings when its implied fair
value is less than its carrying amount.
During the quarter ended June 29, 2002, the Company identified certain
indicators of possible impairment of its goodwill. The main indicators of
impairment included the recent deterioration of general economic conditions,
lower valuations resulting from current market declines, modest category
declines in segments in which the Company operates, and the completion of the
terms of the Transaction with Pro-Fac and Vestar/Agrilink Holdings. These
factors indicated an erosion in the market value of the Company since the
adoption of SFAS No. 142.
As outlined under SFAS No. 142, the impairment test adhered to was a two-step
process. The first step was a review as to whether there was an indication that
goodwill was impaired. To do this, the Company identified its reporting units
and determined the carrying value of each by assigning the Company's assets and
liabilities, including existing goodwill. The Company then determined the fair
value of each reporting unit by using a combination of comparable food industry
trading and transaction multiples, including the implied multiple in the
Transaction with Pro-Fac and Vestar/Agrilink Holdings. See NOTE 2 to the "Notes
to Consolidated Financial Statements" for additional disclosures regarding the
Transaction.
In the second step, the Company compared the implied fair value of the goodwill
for the affected reporting units to its carrying value to measure the amount of
the impairment. In the fourth quarter of fiscal 2002, Birds Eye Foods recorded a
pretax, non-cash charge of approximately $179.0 million to reduce the carrying
value of its goodwill. The tax benefit associated with this non-cash charge was
approximately $41.5 million.
During the quarter ended June 26, 2004 and the quarter ended June 28, 2003, the
Company performed the annual impairment test as required by SFAS No. 142. The
fair value of the Company's reporting units was determined and was compared to
their carrying value, indicating that no impairment exists at this time.
36
A summary of changes in the Company's goodwill during fiscal 2004 by business
segment is outlined as follows:
(Dollars in Thousands)
Successor Disposition Successor
June 28, of Freshlike June 26,
2003 Adjustments (1) Canned(2) 2004
--------- --------------- ------------ ---------
Branded frozen $27,760 $(1,024) $ 0 $26,736
Branded dry 9,290 (139) (301) 8,850
------- ------- ----- -------
Total $37,050 $(1,163) $(301) $35,586
======= ======== ===== =======
(1) Represents adjustments related to a reduction in contractual penalties and
severance and related costs to reflect additional information previously
unavailable.
(2) Represents the amount of goodwill removed as a result of the disposition of
the Freshlike canned vegetable business. See NOTE 5 to the "Notes to
Consolidated Financial Statements."
A summary of changes in the Company's goodwill during the Successor period from
August 19, 2002 - June 28, 2003 by business segment is outlined as follows:
(Dollars in Thousands)
August 19, Effects of Disposition June 28,
2002 the Transaction of Veg-All(1) 2003
---------- --------------- ------------- --------
Branded frozen $0 $27,760 $ 0 $27,760
Branded dry 0 18,740 (9,450) 9,290
--- ------- ------- -------
Total $0 $46,500 $(9,450) $37,050
=== ======= ======= =======
(1) Represents the amount of goodwill removed as a result of the disposition of
the Veg-All business. See NOTE 5 to the "Notes to Consolidated Financial
Statements."
As outlined in SFAS 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 4 to 14 years. The following
schedule sets forth the major classes of intangible assets held by the Company:
(Dollars in Thousands)
Successor Successor
June 26, June 28,
2004 2003
----------------------- -----------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
-------- ------------ -------- ------------
Amortized intangible assets:
Covenants not to compete $ 588 $ (298) $ 588 $ (139)
Customer relationships 8,000 (1,667) 8,000 (778)
Other 10,406 (1,406) 10,406 (656)
-------- ------- -------- -------
Total $ 18,994 $(3,371) $ 18,994 $(1,573)
-------- ------- -------- -------
Unamortized intangible assets:
Trademarks 148,500 150,900
-------- --------
Total $167,494 $169,894
======== ========
During fiscal 2004, trademarks were reduced by approximately $2.4 million in
conjunction with the sale of the Freshlike canned vegetable business. See NOTE 5
to the "Notes to Consolidated Financial Statements" for more information.
37
The aggregate amortization expense associated with intangible assets was
approximately $1.8 million for fiscal 2004, $2.3 million for the successor
period August 19, 2002 through June 28, 2003, $0.1 million for the predecessor
period June 30, 2002 through August 18, 2002, and $1.1 million for fiscal 2002.
The aggregate amortization expense for each of the five succeeding fiscal years
is estimated as follows:
(Dollars in Thousands)
2005 $1,778
2006 $1,778
2007 $1,650
2008 $1,639
2009 $1,639
NOTE 4. AGREEMENTS WITH PRO-FAC
In connection with the Transaction, Birds Eye Foods and Pro-Fac entered into
several agreements effective as of the Closing Date, including the following:
(i) Termination Agreement. Pro-Fac and Birds Eye Foods entered into a letter
agreement dated as of the Closing Date (the "Termination Agreement"), pursuant
to which, among other things, the marketing and facilitation agreement between
Pro-Fac and Birds Eye Foods (the "Old Marketing and Facilitation Agreement")
which, until the Closing Date, governed the crop supply and purchase
relationship between Birds Eye Foods and Pro-Fac, was terminated. In
consideration of such termination, Birds Eye Foods agreed to pay Pro-Fac a
termination fee of $10.0 million per year for five years, provided that certain
ongoing conditions are met, including maintaining grower membership levels
sufficient to generate certain minimum crop supply. The $10.0 million payment is
payable in quarterly installments as follows: $4.0 million on each July 1, and
$2.0 million each on October 1, January 1, and April 1. The Termination
Agreement outlined that the first payment in the amount of $4.0 million was to
be paid on the Closing Date and the next payment to be made by October 1, 2002
and quarterly thereafter as outlined. The liability for the Termination
Agreement has been reflected at fair value utilizing a discount rate of 11 1/2
percent. The amount of the obligation under the Termination Agreement was $26.0
million as of June 26, 2004 and $32.8 million as of June 28, 2003.
(ii) Amended and Restated Marketing and Facilitation Agreement. Pro-Fac and
Birds Eye Foods entered into an amended and restated marketing and facilitation
agreement dated as of the Closing Date (the "Amended and Restated Marketing and
Facilitation Agreement"). The Amended and Restated Marketing and Facilitation
Agreement replaces the Old Marketing and Facilitation Agreement and provides
that, among other things, Pro-Fac will be Birds Eye Foods' preferred supplier of
crops. Birds Eye Foods will continue to pay the commercial market value ("CMV")
of crops supplied by Pro-Fac, in installments corresponding to the dates of
payment by Pro-Fac to its members for crops delivered. CMV is defined as the
weighted average price paid by other commercial processors for similar crops
sold under preseason contracts and in the open market in the same or competing
market areas. The processes for determining CMV under the Amended and Restated
Marketing and Facilitation Agreement are substantially the same as the processes
used under the Old Marketing and Facilitation Agreement. Birds Eye Foods makes
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 meet with Birds Eye Foods management to establish CMV
guidelines, review calculations, and report to a joint CMV committee of Pro-Fac
and Birds Eye Foods. Amounts paid by Birds Eye Foods to Pro-Fac for the CMV of
crops supplied for the fiscal years ended June 26, 2004, June 28, 2003, and June
29, 2002 were $48.8 million, $56.8 million, and $71.7 million, respectively.
Unlike the Old Marketing and Facilitation Agreement, the Amended and Restated
Marketing and Facilitation Agreement does not permit Birds Eye Foods to offset
its losses from products supplied by Pro-Fac or require it to share with Pro-Fac
its profits and it does not require Pro-Fac to reinvest in Birds Eye Foods any
part of Pro-Fac's patronage income. Under the Old Marketing and Facilitation
Agreement, in any year in which the Company had earnings on products which were
processed from crops supplied by Pro-Fac, the Company paid to Pro-Fac, as
additional patronage income, 90 percent of such earnings, but in no case more
than 50 percent of all pretax earnings of the Company (before dividing with
Pro-Fac). In years in which the Company had losses on crops supplied by Pro-Fac,
the Company reduced the CMV it would otherwise pay to Pro-Fac by 90 percent of
such losses, but in no case by more than 50 percent of all pretax losses of the
Company (before dividing with Pro-Fac). Additional patronage income was paid to
Pro-Fac for services provided to Birds Eye Foods, including the provision of a
long term, stable crop supply, favorable payment terms for crops, and the
sharing of risks of losses of certain operations of the business. Earnings and
losses were determined at the end of the fiscal year, but were accrued on an
estimated basis during the year. For the fiscal year ended June 29, 2002,
Pro-Fac's share of income was $16.8 million.
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
38
practices. In addition, for a period of five years from the Closing Date,
Birds Eye Foods will provide Pro-Fac with services related to the expansion of
the market for the agricultural products of Pro-Fac members (at no cost to
Pro-Fac other than reimbursement of Birds Eye Foods' incremental and
out-of-pocket expenses related to providing such services as agreed to by
Pro-Fac and Birds Eye Foods).
Under the Amended and Restated Marketing and Facilitation Agreement, Birds Eye
Foods determines the amount of crops which Birds Eye Foods will acquire from
Pro-Fac for each crop year. If the amount to be purchased by Birds Eye Foods
during a particular crop year does not meet (i) a defined crop amount or (ii) a
defined target percentage of Birds Eye Foods' needs for each particular crop,
then certain shortfall payments will be made by Birds Eye Foods to Pro-Fac. The
defined crop amounts and targeted percentages were set based upon the needs of
Birds Eye Foods in the 2001 crop year (fiscal 2002). The shortfall payment
provisions of the agreement include a maximum shortfall payment, determined for
each crop, that can be paid over the term of the Amended and Restated Marketing
and Facilitation Agreement. The aggregate shortfall payment amounts for all
crops covered under the agreement cannot exceed $20.0 million over the term of
the agreement.
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 generally provides 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
provided to Pro-Fac has been estimated at approximately $1.1 million. The amount
of the obligation outstanding under the Transitional Services Agreement as of
June 26, 2004 was $0.1 million. This obligation is 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 was also
an employee of Birds Eye Foods from August 19, 2002 through August 19, 2004;
during such time, he reported to the chief executive officer of Birds Eye Foods
with respect to his duties for Birds Eye Foods, and to the Pro-Fac board of
directors with respect to duties performed by him for Pro-Fac. All other
individuals performing services under the Transitional Services Agreement are
employees of Birds Eye Foods and report to the chief executive officer or other
representatives of Birds Eye Foods. The Transitional Services Agreement
terminated by its terms on August 19, 2004.
(iv) Credit Agreement. Birds Eye Foods and Pro-Fac entered into a Credit
Agreement, dated August 19, 2002 (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 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. Amounts borrowed and
interest are required to be paid only upon sale of Pro-Fac's ownership interest
in Holdings LLC or receipt of a distribution from Holdings LLC in connection
with the sale or liquidation of all or substantially all of the assets of
Holdings LLC or one or more of its subsidiaries. As of June 26, 2004, there
was $1.1 million outstanding under this Credit Agreement.
In addition, prior to the Transaction, certain amounts totaling $36.5 million
owed by Pro-Fac to Birds Eye Foods were forgiven, including both borrowings for
the working capital needs of Pro-Fac and a $9.4 million demand receivable.
39
NOTE 5. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
Discontinued Operations:
On May 1, 2004, the Company sold its Freshlike canned vegetable business to
Allen Canning Company. This sale did not impact frozen products carrying the
Freshlike brand name. The Company recognized a gain of approximately $3.8
million (after-tax) within discontinued operations in the fourth quarter of
fiscal 2004 from this transaction.
As of August 19, 2002, the Company committed to a plan to sell the popcorn,
applesauce, and Veg-All operations previously reported in the branded dry and
non-branded segments, and completed these transactions in fiscal 2003.
On 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.
On March 14, 2003, the Company sold its popcorn business and production facility
in Ridgway, Illinois to Gilster-Mary Lee Corporation.
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 fillings and toppings.
No gain or loss was recognized as a result of the disposition of the popcorn,
applesauce and Veg-All businesses and facilities.
The implementation of SFAS No. 144 resulted in the classification and separate
financial presentation of the businesses described above 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:
Fiscal Year Ended Periods Ended Fiscal Year Ended
----------------- ----------------------------------- -----------------
Successor Successor Predecessor Predecessor
June 26, August 19, 2002 - June 30, 2002 - June 29,
2004 June 28, 2003 August 18, 2002 2002
----------------- ----------------- --------------- -----------------
Net sales $11,694 $45,833 $5,651 $66,654
======= ======= ====== =======
Income before income taxes $ 7,072 $ 239 $ (268) $(1,561)
Income tax (provision)/benefit (2,750) (1,075) 110 (79)
------- ------- ------ -------
Discontinued operations, net of tax $ 4,322 $ (836) $ (158) $(1,640)
======= ======= ====== =======
Assets Held for Sale:
In connection with the Transaction, the Company announced that it would be
closing and downsizing several vegetable processing facilities and consolidating
production to create more efficient facilities.
Having met the criteria outlined in SFAS 144, properties in Green Bay,
Wisconsin, Barker, New York and Red Creek, New York are classified as assets
held for sale on the Company's Consolidated Balance Sheet as of June 26, 2004.
The Company is actively marketing these properties for sale.
During fiscal 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 22, 2003, the Company sold vacant land
located in Sodus, Michigan to Leco Corp. for $0.3 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.
The Company has also included in assets held for sale facilities located in
Enumclaw, Washington; Sodus, Michigan; Alton, New York and Cincinnati, Ohio.
These facilities are being actively marketed for sale.
40
The major classes of assets included in the Consolidated Balance Sheets as
assets held for sale at estimated fair value less costs to sell are as follows:
(Dollars in Thousands)
Successor Successor
June 26, June 28,
2004 2003
--------- ---------
Inventories $ 0 $ 80
Property, plant and equipment, net 6,848 13,421
------ -------
Total $6,848 $13,501
====== =======
NOTE 6. INVENTORIES
The major classes of inventories, net of reserves of $4.1 million and $7.6
million, as of June 26, 2004 and June 28, 2003, respectively, are as follows:
(Dollars in Thousands)
Successor Successor
June 26, June 28,
2004 2003
--------- ---------
Finished goods $158,090 $185,983
Raw materials and supplies 22,993 20,601
-------- --------
Total inventories $181,083 $206,584
======== ========
NOTE 7. GREAT LAKES KRAUT COMPANY, LLC TRANSACTION
On July 1, 1997, the Company and Flanagan Brothers, Inc. ("Flanagan Brothers")
of Bear Creek, Wisconsin contributed all their assets involved in sauerkraut
production to form a new sauerkraut company. This company, Great Lakes Kraut
Company LLC, ("GLK") operated as a New York limited liability company with
ownership and earnings divided equally between the two owners. The joint venture
was accounted for using the equity method of accounting.
Birds Eye Foods reached an agreement with Flanagan Brothers to transfer the
operating business of GLK to a newly-formed subsidiary of Flanagan Brothers,
pursuant to certain "buy-sell" provisions of the limited liability company
agreement of GLK (the "GLK Transaction"). At the closing, GLK repaid $5.2
million to Birds Eye Foods for certain working capital loans made to GLK by
Birds Eye Foods. The GLK Transaction closed effective March 2, 2003, at which
time the operating assets and liabilities of GLK were transferred to a 100
percent owned subsidiary of Flanagan Brothers. Summarized financial information
of Great Lakes Kraut Company, LLC is as follows:
Condensed Statement of Earnings
(Dollars in Thousands)
Fiscal Year
June 30, 2002 - Ended
March 1, 2003 June 29,
(Unaudited) 2002
--------------- -----------
Net sales and other revenue $25,907 $36,324
Gross profit $ 4,101 $ 5,008
Operating income $ 2,612 $ 3,465
Net income $ 4,094 $ 4,914
41
NOTE 8. PROPERTY, PLANT AND EQUIPMENT AND RELATED OBLIGATIONS
The following is a summary of property, plant and equipment and related
obligations at June 26, 2004 and June 28, 2003:
(Dollars in Thousands)
Successor Successor
June 26, June 28,
2004 2003
----------------------------- -----------------------------
Owned Leased Owned Leased
Assets Assets Total Assets Assets Total
-------- ------- -------- -------- ------ --------
Land $ 12,240 $ 0 $ 12,240 $ 12,640 $ 0 $ 12,640
Land improvements 3,693 0 3,693 3,706 0 3,706
Buildings 60,763 395 61,158 58,125 395 58,520
Machinery and equipment 148,534 4,632 153,166 131,167 3,869 135,036
Construction in progress 9,472 0 9,472 8,944 0 8,944
-------- ------ -------- -------- ------- --------
234,702 5,027 239,729 214,582 4,264 218,846
Less accumulated depreciation (40,937) (947) (41,884) (22,183) (1,464) (23,647)
-------- ------ -------- -------- ------- --------
Net $193,765 $4,080 $197,845 $192,399 $ 2,800 $195,199
======== ====== ======== ======== ======= ========
Obligations under capital leases(1) $3,879 $ 2,537
Less current portion (851) (704)
------ -------
Long-term portion $3,028 $ 1,833
====== =======
(1) Represents the present value of net minimum lease payments calculated at
the Company's incremental borrowing rate at the inception of the leases,
which ranged from 6.3 percent to 9.8 percent.
Interest capitalized in conjunction with construction amounted to approximately
$0.5 million, $0.3 million, and $0.5 million, in fiscal 2004, 2003, and 2002,
respectively.
The following is a schedule of future minimum lease payments together with the
present value of the minimum lease payments related to capitalized leases, both
as of June 26, 2004.
(Dollars in Thousands)
Fiscal Year Ending Last Capital Operating Total Future
Saturday In June Leases Leases Commitment
- --------------------------------------- ------- --------- ------------
2005 $ 925 $ 7,311 $ 8,236
2006 937 6,286 7,223
2007 809 4,781 5,590
2008 757 4,340 5,097
2009 727 3,037 3,764
Later years 60 9,312 9,372
------ ------- -------
Net minimum lease payments 4,215 $35,067 $39,282
======= =======
Less amount representing interest (336)
------
Present value of minimum lease payments $3,879
======
Total rent expense related to operating leases (including lease arrangements of
less than one year which are not included in the previous table) amounted to
$9.6 million, $11.8 million, and $11.5 million for fiscal years 2004, 2003, and
2002, respectively.
NOTE 9. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
SFAS No. 133 requires the recognition of all derivative financial instruments as
either assets or liabilities in the balance sheet and measurement of those
instruments at fair value. Changes in the fair values of those derivatives will
be reported in earnings or other comprehensive income depending on the use of
the derivative and whether it qualifies for hedge accounting. The accounting for
gains and losses associated with changes in the fair value of a derivative and
the effect on the consolidated financial statements will depend on its hedge
designation and whether the hedge is highly effective in achieving offsetting
changes in the fair value or cash flow of the
42
asset or liability hedged. Under the provisions of SFAS No. 133, the method
that will be used for assessing the effectiveness of a hedging derivative, as
well as the measurement approach for determining the ineffective aspects of
the hedge, must be established at the inception of the hedge.
The Company, as a result of its operating and financing activities, is exposed
to changes in foreign currency exchange rates and certain commodity prices which
may adversely affect its results of operations and financial position. In
seeking to minimize the risks and/or costs associated with such activities, the
Company may enter into derivative contracts.
Foreign Currency: The Company manages its foreign currency related risk
primarily through the use of foreign currency forward contracts. The contracts
held by the Company are denominated in Mexican pesos.
The Company has entered into foreign currency forward contracts that are
designated as cash flow hedges of exchange rate risk related to forecasted
foreign currency-denominated intercompany sales. At June 26, 2004, the Company
had cash flow hedges for the Mexican peso with maturity dates ranging from July
2004 to June 2005 for 133 million pesos. The forward contracts hedge
approximately 80 percent of the Company's planned intercompany sales.
At June 26, 2004, the fair value of the open contracts was an after-tax loss of
approximately $0.1 million recorded in accumulated other comprehensive income in
shareholder's equity. Amounts deferred to accumulated other comprehensive income
will be reclassified into cost of goods sold. For the year ended June 26, 2004,
a net loss of approximately $44,000 has been reclassified from other
comprehensive income to cost of goods sold. Hedge ineffectiveness was
insignificant.
Commodity Prices: The Company is exposed to commodity price risk related to
forecasted purchases of corrugated (unbleached kraftliner) in its manufacturing
process. To mitigate this risk, the Company entered into a swap agreement on
April 15, 2004, which matures June 30, 2005. The swap agreement is designated as
a cash flow hedge of the Company's forecasted corrugated purchases. At June 26,
2004, the Company had open swaps hedging approximately 80 percent of its planned
corrugated requirements. The fair value of the agreements is an after-tax gain
of approximately $0.4 million recorded in accumulated other comprehensive income
in shareholder's equity.
The Company is also exposed to commodity price risk related to forecasted
purchases of polyethylene in its manufacturing process. To mitigate this risk,
the Company entered into a swap agreement on February 26, 2004 designated as a
cash flow hedge of its forecasted polyethylene purchases. The termination date
for the agreement is June 30, 2005. The swap hedges approximately 80 percent of
the Company's planned polyethylene requirements. The fair value of the agreement
is an after-tax loss of approximately $72,000 recorded in accumulated other
comprehensive income in shareholder's equity.
NOTE 10. DEBT
The following is a summary of long-term debt outstanding:
(Dollars in Thousands)
Successor Successor
June 26, June 28,
2004 2003
--------- ---------
Term Loan Facility $252,859 $268,650
Senior Subordinated Notes 51,433 207,086
Other 0 3,845
-------- --------
Total debt 304,292 479,581
Less current portion (2,700) (19,611)
-------- --------
Total long-term debt $301,592 $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 matures in August
2007 and allows up to $40.0 million to be available in the form of letters of
credit. There were no borrowings on the Revolving Credit Facility as of June 26,
2004.
43
The Senior Credit Facility bears interest at the Company's option, at a base
rate or LIBOR plus, in each case, an applicable percentage. The appropriate
applicable percentage corresponds to the Company's Consolidated Leverage Ratio,
as defined by the senior credit agreement (the "Senior Credit Agreement"), and
is adjusted quarterly based on the calculation of the Consolidated Leverage
Ratio. As of June 26, 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. As of June 26, 2004, the interest rate under
the Term Loan Facility was approximately 4.05 percent. The initial unused
commitment fee is 0.375 percent on the daily average unused commitment under
the Revolving Credit Facility and also varies based on the Company's
Consolidated Leverage Ratio.
The Term Loan Facility requires payments in quarterly installments in the amount
of $675,000 until September 30, 2007. Beginning December 31, 2007, the quarterly
payments are $64,125,000. The Term Loan Facility matures August 2008 upon which
the balance will be due. The Term Loan Facility is also subject to mandatory
prepayments under various scenarios as defined in the Senior Credit Agreement.
Provisions of the Senior Credit Agreement require that annual payments, within
105 days after the end of each fiscal year, in the amount of "excess cash flow"
be utilized to prepay the Term Loan Facility at an applicable percentage that
corresponds to the Company's Consolidated Leverage Ratio. As of June 26, 2004,
there is no excess cash flow to be paid under the Term Loan facility. 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. The Company is in compliance with all
covenants, restrictions, and requirements under the terms of the Senior Credit
Facility.
During fiscal 2004, the Company 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. 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 14 to the
"Notes to Consolidated Financial Statements."
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 Company's
obligations under the Notes are guaranteed by Kennedy Endeavors, Incorporated
and Linden Oaks Corporation (wholly-owned subsidiaries of the Company) and by
Pro-Fac. See NOTE 14 to the "Notes to Consolidated Financial Statements."
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. Additionally, in order to facilitate the
Transaction, Birds Eye Foods sought and obtained the consent of the holders of
the Notes to amend or waive certain provisions in the indenture governing the
Notes. The Company is in compliance with covenants, restrictions, and
requirements under the Notes.
In connection with the Transaction, the Company recorded the Notes at estimated
fair value, $208.2 million.
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 $1.4 million at June 26,
2004 is being amortized against interest expense over the remaining life of the
outstanding Notes.
44
Revolving Credit Facility: Borrowings under the short-term Revolving Credit
Facility were as follows:
(Dollars in Thousands)
Fiscal Years Ended
-------------------------------------
Successor Predecessor Predecessor
June 26, June 28, June 29,
2004 2003 2002
--------- ----------- -----------
Balance at fiscal year end $ 0 $ 0 $ 0
Rate at fiscal year end 0.0% 0.0% 0.0%
Maximum outstanding during the period $67,700 $29,100 $136,300
Average amount outstanding during the period $10,800 $ 6,300 $ 83,300
Weighted average interest rate during the period 3.1% 4.7% 5.6%
As of June 26, 2004, there were $23.8 million in letters of credit outstanding
under the Revolving Credit Facility.
Fair Value: The estimated fair value of long-term debt outstanding, including
the current portion, was approximately $305.9 million and $487.3 million at June
26, 2004 and June 28, 2003, respectively. The fair value for long-term debt was
estimated using either quoted market prices for the same or similar issues or
the current rates offered to the Company for debt with similar maturities.
Other Debt: Other debt carried rates ranging from 2.00 to 5.76 percent and
matured in fiscal 2004.
NOTE 11. TAXES ON INCOME
The tax (provision)/benefit on income/(loss) from continuing operations includes
the following:
(Dollars in Thousands)
Fiscal Year Ended Periods Ended Fiscal Year Ended
----------------- ----------------------------------- -----------------
Successor Predecessor Predecessor Predecessor
June 26, August 19, 2002 - June 30, 2002 - June 29,
2004 June 28, 2003 August 18, 2002 2002
----------------- ----------------- --------------- -----------------
Federal -
Current $ 1,486 $ 3,998 $(2,546) $ 1,455
Deferred (14,821) (17,130) 2,253 28,741
-------- -------- ------- -------
(13,335) (13,132) (293) 30,196
-------- -------- ------- -------
State and foreign -
Current 165 445 (284) (1,819)
Deferred (2,268) (1,739) 408 3,192
-------- -------- ------- -------
(2,103) (1,294) 124 1,373
-------- -------- ------- -------
$(15,438) $(14,426) $ (169) $31,569
======== ======== ======= =======
45
A reconciliation of the Company's effective tax rate to the amount computed by
applying the federal income tax rate to pretax income/(loss) from continuing
operations is as follows:
Fiscal Year Periods Ended Fiscal Year
Ended ----------------------------------- Ended
------------- Successor Predecessor --------------
Successor August 19, 2002 - June 30, 2002 - Predecessor
June 26, 2004 June 28, 2003 August 18, 2002 June 29, 2002
------------- ----------------- --------------- --------------
Statutory federal rate 35.0% 35.0% 35.0% 35.0%
State and foreign income taxes, net
of federal income tax benefit 4.9% 4.9% (1.7)% 0.8%
Goodwill and other intangible assets 0.0% 0.0% 0.0% (15.8)%
Meals and entertainment 0.3% 0.4% 3.3% (0.1)%
Other, net (4.3)% (0.2)% 4.4% (0.2)%
---- ---- ---- ----
Effective Tax Rate 35.9% 40.1% 41.0% 19.7%
==== ==== ==== ====
Deferred tax (liabilities)/assets consist of the following:
(Dollars in Thousands)
Successor Successor
June 26, June 28,
2004 2003
--------- ---------
Liabilities -
Depreciation $(32,841) $(23,727)
Goodwill and other intangible assets (27,983) (24,122)
Prepaid manufacturing expense (4,554) (4,689)
-------- --------
Total deferred tax liabilities (65,378) (52,538)
-------- --------
Assets -
Inventories 8,195 13,888
Credits and operating loss carryforwards 37,835 27,667
Insurance accruals 3,798 2,162
Pension/OPEB accruals 20,256 18,062
Termination Agreement with Pro-Fac Cooperative, Inc. 10,106 12,774
Restructuring reserves 585 3,300
Premium on Senior Subordinated Notes 841 4,379
Lease premiums 1,921 2,116
Other 3,390 3,924
-------- --------
Total deferred tax assets 86,927 88,272
-------- --------
Net deferred tax assets 21,549 35,734
Valuation allowance (18,873) (16,293)
-------- --------
Total $ 2,676 $ 19,441
======== ========
Realization of deferred tax assets is dependent upon the generation of future
taxable income or the existence of sufficient taxable income within the
carryforward period. A valuation allowance is provided when it is more likely
than not that some portion of the deferred tax assets will not be realized. In
assessing the need for a valuation allowance, management considers the scheduled
reversal of the deferred tax liabilities, the level of historical taxable
income, and the projected future taxable income over the periods in which the
temporary differences comprising the deferred tax assets will be deductible.
As of June 26, 2004, the Company maintained a valuation allowance in the amount
of $18.9 million. The valuation allowance was established for foreign and state
net operating losses and state tax credits. As the Company cannot assure that
realization of the net operating losses and credits is more likely than not to
occur, a valuation allowance has been established.
46
As of June 26, 2004, the Company has a federal net operating loss carryforward
of $36.5 million and federal credits of $2.7 million. The federal net operating
loss carryforwards will expire on or before June 2024. The federal credit
consists primarily of minimum tax credits. This credit will never expire. In
addition to these federal carryforwards, the Company has varying state net
operating loss carrryforwards depending on whether it files on a combined or
separate company basis by jurisdiction. The tax effect of these state net
operating losses is $11 million. The Company has state credits totaling $8.5
million of which $2 million expire on or before June 2018. The remaining $6.5
million in state credits will never expire. The expiration dates of the state
net operating losses vary. Ultimately, all state net operating losses will
expire on or before June 2024, if not utilized by the Company. The Company's
June 26, 2004 foreign net operating loss is $2.6 million. These foreign net
operating losses expire on or before June 2009.
In January 1995, the Boards of Directors of Birds Eye Foods and Pro-Fac approved
appropriate amendments to the Bylaws of Birds Eye Foods to allow the Company to
qualify as a cooperative under Subchapter T of the Internal Revenue Code. In
August 1995, Birds Eye Foods and Pro-Fac received a favorable ruling from the
Internal Revenue Service approving the change in tax treatment effective for
fiscal 1996. Subsequent to this date and prior to the Transaction, a
consolidated return was filed on a consolidated basis for Birds Eye Foods and
Pro-Fac. Tax expense was allocated to Birds Eye Foods based on its operations.
In conjunction with the Transaction, and effective August 19, 2002, the Company
no longer files a consolidated return with Pro-Fac. However, the Company does
file a consolidated return with Birds Eye Holdings Inc. In addition, the Company
does not qualify as a cooperative under Subchapter T of the Internal Revenue
Code. See NOTE 2 to the "Notes to Consolidated Financial Statements" for
additional disclosures regarding the Transaction.
NOTE 12. PENSIONS, PROFIT SHARING, AND OTHER EMPLOYEE BENEFITS
Pensions: The Company currently has primarily noncontributory defined-benefit
plans covering substantially all hourly employees.
In September 2001, the Company made the decision to freeze benefits provided
under its Master Salaried Retirement Plan. This plan was amended to freeze
benefit accruals effective September 28, 2001. Participants who, on that date,
were actively employed and who had attained age 40, completed 5 years of vesting
service, and whose sum of age and vesting services was 50 or more, were
grandfathered. Grandfathered participants are entitled to continue to earn
benefit service in accordance with the provisions of the plan with respect to
periods of employment after September 28, 2001 but in no event beyond September
28, 2006. Under the provisions of SFAS No. 88, "Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits,"
these benefit changes resulted in the recognition of a $2.5 million net
curtailment gain for the year ended June 29, 2002.
The Company also participates in several union sponsored pension plans. It is
not possible to determine the Company's relative share of the accumulated
benefit obligations or net assets for these plans. Contributions to these plans
are paid when incurred and billed by the sponsoring union or plan.
For purposes of this disclosure, all defined-benefit pension plans have been
combined. The benefits for these plans are based primarily on years of service
and employees' pay near retirement. The Company's funding policy is consistent
with the funding requirements of Federal law and regulations. Plan assets
consist principally of common stocks, corporate bonds and US government
obligations. Plan assets do not include any of the Company's own equity or debt
securities.
As a result of the Transaction, the Company recorded the projected benefit
obligation in the purchase price allocation, effectively recognizing previously
unrecognized actuarial losses and unrecognized prior service costs of $10.4
million.
The measurement date used to determine pension benefit measurements for the
Company's pension plans is March 31 of a given calendar year.
The following table sets forth the weighted-average asset allocations of the
Company's pension plans by asset category at March 31, 2004 and March 31, 2003.
March 31, March 31,
2004 2003
--------- ---------
Asset category:
Cash and cash equivalents 13.0% 1.6%
Debt securities 27.1 39.9
Equity securities 53.6 50.9
Real estate 6.3 7.6
Other 0.0 0.0
----- -----
Total 100.0% 100.0%
===== =====
47
The Company uses multiple investment funds and managers for investment of the
assets of the plans. Oversight of the investment advisors is provided by an
outside investment consulting firm and the Investment Committee. The investment
performance and adherence to investment policy is reviewed quarterly by the
Committee. The investment objective for the plans is to maintain a well-
diversified portfolio of assets using multiple managers and diversified asset
classes and styles to optimize the long-term return on plan assets at a moderate
level of risk.
The Company has established the following general target asset allocation mix
for its plan investments.
Target
------
Equities 60%
Fixed Income 35%
Real Estate 5%
---
Total 100%
===
48
The following table sets forth the changes in the plans' projected benefit
obligation and plan assets and the plans' funded status and amounts recognized
in the Company's financial statements at June 26, 2004 and June 28, 2003.
(Dollars in Thousands)
Pension Benefits
---------------------
Fiscal Years Ended
---------------------
Successor Successor
June 26, June 28,
2004 2003
--------- ---------
Change in benefit obligation:
Benefit obligation at beginning of period $122,426 $106,371
Service cost 4,976 4,007
Interest cost 7,849 7,683
Plan participants' contributions 66 76
Plan amendments 0 45
Actuarial loss 9,855 12,765
Benefits paid (9,567) (8,521)
-------- --------
Benefit obligation at end of period 135,605 122,426
-------- --------
Change in plan assets:
Fair value of plan assets at beginning of period 67,278 87,066
Actual return/(loss) on plan assets 15,257 (12,083)
Employer contribution 14,768 715
Plan participants' contributions 66 76
Benefits paid (9,567) (8,521)
Adjustment for prior business combination 0 25
-------- --------
Fair value of plan assets at end of period 87,802 67,278
-------- --------
Plan funded status (47,803) (55,148)
Unrecognized prior service cost 39 45
Unrecognized net actuarial loss 23,345 23,295
Employer contributions during period from measurement date to fiscal year-end 0 14,440
-------- --------
Accrued benefit liability net of additional minimum pension liability $(24,419) $(17,368)
======== ========
Amounts recognized in the balance sheet:
Accrued benefit liability $(43,683) $(50,277)
Prepaid pension cost 0 14,440
Intangible asset 39 45
Accumulated other comprehensive loss - minimum pension liability(1) 19,225 18,424
-------- --------
Net amount recognized $(24,419) $(17,368)
======== ========
Amounts included in other comprehensive (loss)/income:
(Decrease)/increase in intangible asset $ (6) $ 45
Increase in additional minimum pension liability (795) (17,896)
-------- --------
Total amounts included in other comprehensive (loss)/income $ (801) $(17,851)
======== ========
Weighted-average assumptions
Assumptions used for projected benefit obligation:
Discount rate 6.0/7.3% 6.6%
Rate of compensation increase 3.8/3.5% 3.8/3.5%
Assumptions used to determine net periodic benefit cost:
Discount rate 7.3/6.6% 6.6%
Expected return on plan assets(2) 8.0/8.5% 8.0/8.5%
Rate of compensation increase 3.8/3.5% 3.8/3.5%
The accumulated benefit obligation for all defined benefit pension plans was
$131.5 million and $117.5 million at June 26, 2004 and June 28, 2003,
respectively.
(1) The fair value of the Company's pension plan assets was below the
accumulated benefit obligation at the plan's March measurement date in
fiscal 2004 and fiscal 2003 by $19.2 million and $18.4 million,
respectively. In accordance with SFAS No. 87, "Employers' Accounting for
Pensions," the net of tax amount of $11.7 million and $11.3 million of
accumulated other comprehensive loss as of June 26, 2004 and June 28, 2003,
respectively, was included on the balance sheet.
(2) To develop the expected long-term rate of return on assets assumption, the
Company considered the current level of expected returns on risk-free
investments (primarily government bonds), the historical level of the risk
premium associated with the other asset classes in which the portfolio is
invested and the expectations for future returns of each asset class. The
expected return for each asset class was then weighted based on the target
asset allocation to develop the expected long-term rate of return on assets
assumption.
49
Net periodic benefit cost in fiscal years 2004, 2003, and 2002 is comprised of
the following:
Pension Benefits
-----------------------------------
Fiscal Years Ended
-----------------------------------
Successor Successor Predecessor
June 26, June 28, June 29,
2004 2003 2002
--------- --------- -----------
Components of net periodic benefit cost:
Service cost $ 4,976 $ 4,007 $ 4,227
Interest cost 7,849 7,683 7,604
Expected return on plan assets (6,422) (6,621) (8,931)
Amortization of prior service cost 6 15 124
Amortization of loss/(gain) 969 17 (609)
------- ------- -------
Net periodic benefit cost - Company plans 7,378 5,101 2,415
Net periodic benefit cost - union plans 523 670 841
------- ------- -------
Total periodic benefit cost 7,901 5,771 3,256
Gain from pension curtailment, net 0 0 (2,472)
------- ------- -------
Total pension cost $ 7,901 $ 5,771 $ 784
======= ======= =======
The Company maintains a non-tax qualified Supplemental Executive Retirement Plan
("SERP") which provides additional retirement benefits to two prior executives
of the Company who retired prior to November 4, 1994. In December 2000, the
Company adopted an additional SERP to provide additional retirements benefits to
the Company's Chief Executive Officer.
The Company maintains an Excess Benefit Retirement Plan which serves to provide
employees with the same retirement benefit they would have received from the
Company's retirement plan under the career average base pay formula, but for
changes required under the 1986 Tax Reform Act and the compensation limitation
under Section 401(a)(17) of the Internal Revenue Code having been revised in the
1992 Omnibus Budget Reform Act. This plan was amended to freeze benefit accruals
effective September 28, 2001. Participants who, on that date, were actively
employed and who had attained age 40, completed 5 years of vesting service, and
whose sum of age and vesting services was 50 or more, were grandfathered.
Grandfathered participants are entitled to continue to earn benefit service in
accordance with the provisions of the plan with respect to periods of employment
after September 28, 2001 but in no event beyond September 28, 2006.
The projected benefit obligation, accumulated benefit obligation and fair value
of plan assets for the six retirement plans with accumulated benefit obligations
in excess of plan assets were:
(Dollars in Thousands)
Master Hourly Master Salaried Excess Benefit
Pension Plan Retirement Plan Retirement Plan
Fiscal Years Ended Fiscal Years Ended Fiscal Years Ended
----------------------------- ----------------------------- -----------------------------
Successor Successor Successor Successor Successor Successor
June 26, 2004 June 28, 2003 June 26, 2004 June 28, 2003 June 26, 2004 June 28, 2003
------------- ------------- ------------- ------------- ------------- -------------
Projected benefit obligation $83,842 $76,124 $46,177 $41,654 $1,060 $933
Accumulated benefit obligation 81,087 72,938 44,885 40,023 987 867
Fair value of plan assets 57,447 47,112 30,105 19,906 0 0
Supplemental Executive Supplemental Executive Southland Frozen Foods
Retirement Plan No. 1 Retirement Agreement No. 2 Pension Plan
Fiscal Years Ended Fiscal Years Ended Fiscal Years Ended
----------------------------- ----------------------------- -----------------------------
Successor Successor Successor Successor Successor Successor
June 26, 2004 June 28, 2003 June 26, 2004 June 28, 2003 June 26, 2004 June 28, 2003
------------- ------------- ------------- ------------- ------------- -------------
Projected benefit obligation $1,967 $1,955 $2,263 $1,461 $296 $300
Accumulated benefit obligation 1,967 1,955 2,263 1,461 296 300
Fair value of plan assets 0 0 0 0 250 260
The Company expects to contribute $1.9 million to its pension plans in fiscal
year 2005.
50
Expected pension benefit payments, which reflect expected future service costs,
as appropriate, over the next 10 years are as follows:
(Dollars in Thousands)
Fiscal Year
- -----------
2005 $ 7,221
2006 $ 7,174
2007 $ 7,622
2008 $ 7,979
2009 $ 8,302
2010 - 2014 $49,113
Postretirement Benefits Other Than Pensions: The Company sponsors benefit plans
that provide postretirement medical and life insurance benefits for certain
current and former employees. For the most part, current employees are not
eligible for the postretirement medical coverage. Generally, other than
pensions, the Company does not pay retirees' benefit costs. Various exceptions
exist, which have evolved from union negotiations, early retirement incentives
and existing retiree commitments from acquired companies.
The Company has not prefunded any of its retiree medical or life insurance
liabilities. Consequently there are no plan assets held in a trust, and there is
no expected long-term rate of return assumption for purposes of determining the
annual expense.
The measurement date used to determine pension benefit measurements for the
Company's other postretirement benefit plans is March 31 of a given year.
The following table sets forth the changes in the plans' projected benefit
obligation and plan assets and the plans' funded status and amounts recognized
in the Company's financial statements at June 26, 2004 and June 28, 2003.
(Dollars in Thousands)
Other Benefits
---------------------
Fiscal Years Ended
---------------------
Successor Successor
June 26, June 28,
2004 2003
--------- ---------
Change in benefit obligation:
Benefit obligation at beginning of period $ 3,638 $ 3,817
Service cost 49 43
Interest cost 226 266
Plan amendments 0 (114)
Actuarial (gain)/loss (79) 17
Benefits paid (367) (391)
------- -------
Benefit obligation at end of period 3,467 3,638
------- -------
Change in plan assets:
Fair value of assets at beginning of period 0 0
Employer contribution 367 391
Benefits paid (367) (391)
------- -------
Fair value of assets at end of period 0 0
------- -------
Plan funded status (3,467) (3,638)
Unrecognized prior service benefit (86) (114)
Unrecognized actuarial gain (61) 18
------- -------
Accrued benefit liability (3,614) (3,734)
Amounts recognized in the balance sheet:
Accrued benefit liability $(3,614) $(3,734)
======= =======
Weighted-average assumptions
Assumptions used for projected benefit obligation:
Discount rate 6.0% 6.6%
Rate of compensation increase 3.8% 3.8%
Assumptions used to determine net periodic benefit cost:
Discount rate 6.6% 7.4%
Expected return on plan assets N/A N/A
Rate of compensation increase 3.8% 3.8%
51
(Dollars in Thousands)
Other Benefits
-----------------------------------
Fiscal Years Ended
-----------------------------------
Successor Successor Predecessor
June 26, June 28, June 29,
2004 2003 2002
--------- --------- -----------
Components of net periodic benefit cost:
Service cost $ 49 $ 43 $ 126
Interest cost 226 266 492
Amortization of prior service cost (29) (60) (141)
Amortization of loss 0 0 201
----- ----- -----
Net periodic benefit cost $ 246 $ 249 $ 678
===== ===== =====
For measurement purposes, a 13.0 percent rate of increase in the per capita cost
of covered health care benefits was assumed for fiscal 2004. The rate was
assumed to decrease gradually to 5.0 percent for 2013 and remain at that level
thereafter.
The assumed health care trend rates can have a significant effect on the amounts
reported for the postretirement benefits plan. A one-percentage point change in
the assumed health care trend rates would have the following effect:
(Dollars in Thousands)
1-Percentage 1-Percentage
Point Increase Point Decrease
-------------- --------------
Effect on total of service and interest cost components for fiscal 2004 $ 11 $ (11)
Effect on postretirement benefit obligation at June 26, 2004 $125 $(114)
The Company expects to make payments of $0.4 million to its other postretirement
benefit plans in fiscal year 2005.
The Company expects to make post retirement benefit payments, which reflect
expected future service costs, as appropriate, over the next 10 years as
follows:
(Dollars in Thousands)
Fiscal Year
- -----------
2005 $ 380
2006 $ 400
2007 $ 401
2008 $ 372
2009 $ 372
2010 - 2014 $1,628
Birds Eye Foods 401(k) Plan: Under the Birds Eye Foods 401(k) Plan ("401(k)"),
the Company contributes matching contributions to the plan for the benefit of
employees who elect to defer a portion of their salary into the plan. During
fiscal 2004, 2003, and 2002, the Company allocated approximately $1.2 million,
$1.3 million, and $1.3 million, respectively, in the form of matching
contributions to the plan.
In addition, Birds Eye Foods also maintains a Non-Qualified 401(k) Plan in which
the Company allocates matching contributions for the benefit of "highly
compensated employees" as defined under Section 414(q) of the Internal Revenue
Code. The Company allocated $0.3 million each year during fiscal 2004, 2003, and
2002 in the form of matching contributions to this plan.
NOTE 13. OPERATING SEGMENTS
The Company is organized by product line for management reporting. The Company
has three primary segments in which it operates: branded frozen, branded dry,
and non-branded.
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', 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) and snacks (Tim's, Snyder of Berlin, and
Husman). Birds Eye Foods also produces many products for the non-branded markets
which include store brand, food service and industrial markets. The Company's
store brand products include frozen vegetables, salad dressings, chili products,
and
52
fruit fillings and toppings. The Company's food service/industrial products
include frozen and canned vegetables, salad dressings, fruit fillings and
toppings, and canned and frozen fruit.
One customer accounted for 15 percent and 12 percent of the Company's
consolidated net sales in fiscal 2004 and fiscal 2003, respectively. In
addition, this customer represented 22 percent and 18 percent of the branded
frozen segment's net sales in fiscal 2004 and fiscal 2003, respectively.
53
The following table illustrates the Company's operating segment information:
(Dollars in Millions)
Fiscal Year Ended Periods Ended Fiscal Year Ended
----------------- ----------------------------------- -----------------
Successor Predecessor Predecessor Predecessor
June 26, August 19, 2002 - June 30, 2002 - June 29
2004 June 28, 2003 August 18, 2002 2002
--------- ----------------- --------------- -----------
Net sales:
Branded frozen ............................... $334.0 $305.0 $35.8 $ 368.8
Branded dry .................................. 202.4 180.5 22.4 201.7
Non-branded .................................. 307.0 279.4 39.9 373.4
------ ------ ----- -------
Total continuing segments ....................... $843.4 $764.9 $98.1 $ 943.9
====== ====== ===== =======
Operating income:
Branded frozen ............................... $ 57.7 $ 49.6 $ 4.7 $ 75.2
Branded dry .................................. 34.7 37.4 4.5 37.8
Non-branded .................................. (14.1) (11.1) (1.4) (16.4)
Corporate charges(1) ......................... 0.0 0.0 (0.0) (2.6)
------ ------ ----- -------
Continuing segment operating income ............. 78.3 75.9 7.8 94.0
Gain from pension curtailment(2) ................ 0.0 0.0 0.0 2.5
Goodwill impairment charge(1) ................... 0.0 0.0 0.0 (179.0)
------ ------ ----- -------
Operating income/(loss) before dividing with
Pro-Fac ...................................... 78.3 75.9 7.8 (82.5)
Loss on early extinguishment of debt ............ (4.0) 0.0 0.0 0.0
Interest expense ................................ (31.3) (39.8) (7.4) (61.3)
------ ------ ----- -------
Pretax income/(loss) from continuing operations
and before dividing with Pro-Fac ............. $ 43.0 $ 36.1 $ 0.4 $(143.8)
====== ====== ===== =======
Total assets:
Branded frozen ............................... $325.1 $360.8 $ 300.0
Branded dry .................................. 111.3 144.7 134.9
Non-branded .................................. 228.3 274.2 372.8
Other(3) ..................................... 108.5 116.2 46.1
------ ------ -------
Continuing segments ....................... 773.2 895.9 853.8
Assets held for sale ......................... 6.8 13.5 3.9
------ ------ -------
Total .................................. $780.0 $909.4 $ 857.7
====== ====== ========
Depreciation expense:
Branded frozen ............................... $ 8.1 $ 7.1 $ 1.1 $ 8.9
Branded dry .................................. 3.3 2.7 0.5 4.1
Non-branded .................................. 11.2 10.8 2.1 15.1
------ ------ ----- -------
Continuing segments ....................... 22.6 20.6 3.7 28.1
Discontinued operations ...................... 0.1 1.5 0.1 2.8
------ ------ ----- -------
Total .................................. $ 22.7 $ 22.1 $ 3.8 $ 30.9
====== ====== ===== =======
Amortization expense:
Branded frozen ............................... $ 0.4 $ 0.6 $ 0.0 $ 0.0
Branded dry .................................. 0.3 0.4 0.0 0.2
Non-branded .................................. 1.1 1.3 0.1 0.9
------ ------ ----- -------
Total continuing segments .............. $ 1.8 $ 2.3 $ 0.1 $ 1.1
====== ====== ===== =======
Capital expenditures:
Branded frozen ............................... $ 10.2 $ 5.6 $ 1.3 $ 3.0
Branded dry .................................. 1.9 3.7 0.2 4.1
Non-branded .................................. 12.3 4.9 0.7 7.9
------ ------ ----- -------
Total ..................................... $ 24.4 $ 14.2 $ 2.2 $ 15.0
====== ====== ===== =======
(1) Represents charges which are not allocated to individual segments. See NOTE
3 and NOTE 15 to the "Notes to Consolidated Financial Statements."
(2) The gain from pension curtailment is excluded from continuing segment
operating income as management believes the gain is non-recurring.
(3) Includes corporate assets of the Company, not allocated to individual
segments.
54
NOTE 14. GUARANTEES AND INDEMNIFICATIONS
In certain instances when Birds Eye Foods sells businesses or assets, the
Company may retain certain liabilities for known exposures and provide
indemnification to the buyer with respect to future claims for certain unknown
liabilities existing, or arising from events occurring, prior to the sale date,
including liabilities for taxes, legal matters, environmental exposures, labor
contingencies, product liability, and other obligations. The terms of the
indemnifications vary in duration, from one to three years for certain types of
indemnities, to terms for tax indemnifications that are generally aligned to the
applicable statute of limitations for the jurisdiction in which the tax is
imposed, and to terms for certain liabilities (i.e., warranties of title and
environmental liabilities) that typically do not expire. The maximum potential
future payments that the Company could be required to make under these
indemnifications are either contractually limited to a specified amount or
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnifications are not determinable at this time,
as any future payments would be dependent on the type and extent of the related
claims, and all relevant defenses, which are not estimable. Historically, costs
incurred to resolve claims related to these indemnifications have not been
material to the Company's financial position, results of operations or cash
flows.
The Company enters into agreements with indemnification provisions in the
ordinary course of business with its customers, suppliers, service providers and
business partners. In such instances, the Company usually indemnifies, holds
harmless and agrees to reimburse the indemnified party for claims, actions,
liabilities, losses and expenses in connection with any Birds Eye Foods
infringement of third party intellectual property or proprietary rights, or when
applicable, in connection with any personal injuries or property damage
resulting from any Birds Eye Foods' products sold or services provided.
Additionally, the Company may from time to time agree to indemnify and hold
harmless its providers of services from claims, actions, liabilities, losses and
expenses relating to their services to Birds Eye Foods, except to the extent
finally determined to have resulted from the fault of the provider of services
relating to such services. The level of conduct constituting fault of the
service provider varies from agreement to agreement and may include conduct
which is defined in terms of negligence, gross negligence, willful misconduct,
omissions or other culpable behavior. The terms of these indemnification
provisions are generally not limited. The maximum potential future payments that
the Company could be required to make under these indemnification provisions are
unlimited. The maximum potential future payments that the Company could be
required to make under these indemnification provisions are not determinable at
this time, as any future payments would be dependent on the type and extent of
the related claims, and all relevant defenses to the claims, which are not
estimable. Historically, costs incurred to resolve claims related to these
indemnification provisions have not been material to the Company's financial
position, results of operations or cash flows.
The Company has by-laws, policies, and agreements under which it indemnifies its
directors and officers from liability for certain events or occurrences while
the directors or officers are, or were, serving at Birds Eye Foods' request in
such capacities. Furthermore, the Company is incorporated in the state of
Delaware which requires corporations to indemnify their officers and directors
under certain circumstances. The term of the indemnification period is for the
director's or officer's lifetime. The maximum potential amount of future
payments that the Company could be required to make under these indemnification
provisions is unlimited, but would be affected by all relevant defenses to the
claims.
Subsidiary Guarantors: Kennedy Endeavors, Incorporated, Linden Oaks Corporation
(wholly-owned subsidiaries of the Company), and Pro-Fac (Pro-Fac files periodic
reports under the Securities Exchange Act of 1934, Commission File Number
0-20539) have jointly and severally, fully and unconditionally guaranteed, on a
senior subordinated basis, the obligations of the Company with respect to the
Company's 11 7/8 percent Senior Subordinated Notes due 2008. 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.
55
Presented below is condensed consolidating financial information for (i) Birds
Eye Foods, (ii) the Subsidiary Guarantors, and (iii) non-guarantor subsidiaries.
The condensed consolidating financial information has been presented to show the
nature of assets held, results of operations, and cash flows of the Company and
its Subsidiary Guarantors and non-guarantor subsidiaries in accordance with
Securities and Exchange Commission Financial Reporting Release No. 55.
Successor
Statement of Operations
Fiscal Year Ended June 26, 2004
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net sales ........................................ $ 825,144 $ 32,507 $ 0 $(14,253) $ 843,398
Cost of sales .................................... (640,414) (26,920) 0 14,471 (652,863)
--------- -------- ------ -------- ---------
Gross profit ..................................... 184,730 5,587 0 218 190,535
Selling, administrative, and general expense ..... (109,475) (2,733) 0 0 (112,208)
Other (expense)/income ........................... (37,584) 37,802 0 (218) 0
Income from subsidiaries ......................... 39,812 2,535 0 (42,347) 0
--------- -------- ------ -------- ---------
Operating income ................................. 77,483 43,191 0 (42,347) 78,327
Interest (expense)/income ........................ (43,576) 6,541 5,709 0 (31,326)
Loss on early extinguishment of debt ............. (4,018) 0 0 0 (4,018)
--------- -------- ------ -------- ---------
Pretax income from continuing operations ......... 29,889 49,732 5,709 (42,347) 42,983
Tax benefit/(provision) .......................... 2,314 (17,752) 0 0 (15,438)
--------- -------- ------ -------- ---------
Income before discontinued operations ............ 32,203 31,980 5,709 (42,347) 27,545
Discontinued operations (net of a tax provision
of $2,750) .................................... (336) 4,658 0 0 4,322
--------- -------- ------ -------- ---------
Net income ....................................... $ 31,867 $ 36,638 $5,709 $(42,347) $ 31,867
========= ======== ====== ======== =========
56
Successor
Balance Sheet
June 26, 2004
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Assets
Cash and cash equivalents $ 72,701 $ 186 $ 0 $ 0 $ 72,887
Accounts receivable, net 61,232 4,358 0 0 65,590
Inventories -
Finished goods 157,394 696 0 0 158,090
Raw materials and supplies 22,029 964 0 0 22,993
-------- -------- ------- --------- --------
Total inventories 179,423 1,660 0 0 181,083
Other current assets 38,245 2,160 967 (967) 40,405
-------- -------- ------- --------- --------
Total current assets 351,601 8,364 967 (967) 359,965
Property, plant and equipment, net 172,670 25,175 0 0 197,845
Investment in subsidiaries 313,403 13,860 0 (327,263) 0
Goodwill and other intangible assets, net 41,576 158,133 0 0 199,709
Other assets 22,178 98,650 30,250 (128,624) 22,454
-------- -------- ------- --------- --------
Total assets $901,428 $304,182 $31,217 $(456,854) $779,973
======== ======== ======= ========= ========
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. 9,220 0 0 0 9,220
Accounts payable 74,889 1,807 0 0 76,696
Accrued interest 2,120 0 0 (967) 1,153
Intercompany loans 2,327 (2,327) 0 0 0
Other current liabilities 49,937 8,656 0 0 58,593
-------- -------- ------- --------- --------
Total current liabilities 141,193 8,136 0 (967) 148,362
Long-term debt 331,842 0 0 (30,250) 301,592
Long-term portion of Termination and
Transitional Services Agreements
with Pro-Fac Cooperative, Inc. 16,830 0 0 0 16,830
Other non-current liabilities 167,716 0 0 (98,374) 69,342
-------- -------- ------- --------- --------
Total liabilities 657,581 8,136 0 (129,591) 536,126
Shareholder's equity 243,847 296,046 31,217 (327,263) 243,847
-------- -------- ------- --------- --------
Total liabilities and shareholder's equity $901,428 $304,182 $31,217 $(456,854) $779,973
======== ======== ======= ========= ========
57
Successor
Statement of Cash Flows
Fiscal Year Ended June 26, 2004
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Cash Flows From Operating Activities:
Net income $ 31,867 $ 36,638 $ 5,709 $(42,347) $ 31,867
Adjustments to reconcile net income to cash
provided by operating activities -
Depreciation 21,052 1,611 0 0 22,663
Amortization of certain intangible assets 1,048 750 0 0 1,798
Amortization of debt issue costs, amendment
costs, debt discounts and premiums, and
interest in-kind 10,691 0 (3,361) 0 7,330
Transitional Services Agreement with
Pro-Fac Cooperative, Inc. (525) 0 0 0 (525)
Loss on sale of assets 213 4 0 0 217
Gain on sale of Freshlike canned vegetable
business 831 (7,094) 0 0 (6,263)
Loss on early extinguishment of debt 4,018 0 0 0 4,018
Equity in undistributed earnings of
subsidiaries 3,699 (1,922) 0 (1,777) 0
Provision for deferred taxes 16,703 0 0 0 16,703
Provision for losses on accounts receivable 258 40 0 0 298
Change in working capital 23,992 3,372 (967) 0 26,397
--------- -------- ------- -------- ---------
Net cash provided by operating activities 113,847 33,399 1,381 (44,124) 104,503
--------- -------- ------- -------- ---------
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (24,060) (337) 0 0 (24,397)
Proceeds from disposals 15,099 9,730 0 0 24,829
Proceeds from investment in CoBank 2,923 0 0 0 2,923
Issuance of note receivable to Pro-Fac
Cooperative, Inc., net (300) 0 0 0 (300)
--------- -------- ------- -------- ---------
Net cash provided by/(used in) investing activities (6,338) 9,393 0 0 3,055
--------- -------- ------- -------- ---------
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 (169,636) 0 0 0 (169,636)
Payments on Termination Agreement with
Pro-Fac Cooperative, Inc. (10,000) 0 0 0 (10,000)
Payments on capital lease (918) 0 0 0 (918)
Birds Eye Holdings, Inc. contribution, net 1,064 0 0 0 1,064
Dividends paid 0 (42,743) (1,381) 44,124 0
--------- -------- ------- -------- ---------
Net cash used in financing activities (188,427) (42,743) (1,381) 44,124 (188,427)
--------- -------- ------- -------- ---------
Net change in cash and cash equivalents (80,918) 49 0 0 (80,869)
Cash and cash equivalents at beginning of period 153,619 137 0 0 153,756
--------- -------- ------- -------- ---------
Cash and cash equivalents at end of period $ 72,701 $ 186 $ 0 $ 0 $ 72,887
========= ======== ======= ======== =========
58
Successor
Statement of Operations
August 19, 2002 - June 28, 2003
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 749,124 $ 29,787 $ 0 $(14,011) $ 764,900
Cost of sales (576,678) (22,799) 0 14,238 (585,239)
--------- -------- ------ -------- ---------
Gross profit 172,446 6,988 0 227 179,661
Selling, administrative, and general expenses (102,639) (2,967) 0 0 (105,606)
Other (expense)/income (39,920) 40,147 0 (227) 0
Income from former joint venture and subsidiaries 37,371 839 0 (36,440) 1,770
--------- -------- ------ -------- ---------
Operating income before discontinued
operations 67,258 45,007 0 (36,440) 75,825
Interest (expense)/income (50,194) 8,498 1,889 0 (39,807)
--------- -------- ------ -------- ---------
Pretax income before discontinued operations 17,064 53,505 1,889 (36,440) 36,018
Tax benefit/(provision) 4,528 (18,954) 0 0 (14,426)
--------- -------- ------ -------- ---------
Net (loss)/income before discontinued operations 21,592 34,551 1,889 (36,440) 21,592
Discontinued operations (net of a tax provision
of $1,075) (836) 0 0 0 (836)
--------- -------- ------ -------- ---------
Net income $ 20,756 $ 34,551 $1,889 $(36,440) $ 20,756
========= ======== ====== ======== =========
Predecessor
Statement of Operations
June 30, 2002 - August 18, 2002
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 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 expenses (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) before discontinued
operations 6,532 5,884 (322) (4,266) 7,828
Interest (expense)/income (8,738) 1,322 0 0 (7,416)
-------- ------- ------- ------- --------
Pretax (loss)/income before discontinued operations (2,206) 7,206 (322) (4,266) 412
Tax benefit/(provision) 2,449 (2,572) (46) 0 (169)
-------- ------- ------- ------- --------
Net 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
======== ======= ======= ======= ========
59
Successor
Balance Sheet
June 28, 2003
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Assets
Cash and cash equivalents $ 153,619 $ 137 $ 0 $ 0 $153,756
Accounts receivable, net 56,441 3,630 0 0 60,071
Inventories -
Finished goods 185,423 560 0 0 185,983
Raw materials and supplies 19,813 788 0 0 20,601
---------- -------- ------- --------- --------
Total inventories 205,236 1,348 0 0 206,584
Other current assets 59,323 (3,151) 0 0 56,172
---------- -------- ------- --------- --------
Total current assets 474,619 1,964 0 0 476,583
Property, plant, and equipment, net 187,819 7,380 0 0 195,199
Investment in subsidiaries 298,030 11,939 0 (309,969) 0
Goodwill and other intangible assets, net 44,088 161,283 0 0 205,371
Other assets 31,919 102,545 26,889 (129,123) 32,230
---------- -------- ------- --------- --------
Total assets $1,036,475 $285,111 $26,889 $(439,092) $909,383
========== ======== ======= ========= ========
Liabilities and Shareholder's Equity
Current portion of long-term debt $ 19,611 $ 0 $ 0 $ 0 $ 19,611
Current portion of Termination and Transitional
Service Agreements with Pro-Fac
Cooperative, Inc. 9,403 0 0 0 9,403
Accounts payable 65,826 1,324 0 0 67,150
Accrued interest 4,106 0 0 0 4,106
Intercompany loans 1,987 (1,987) 0 0 0
Other current liabilities 56,718 2,694 0 0 59,412
---------- -------- ------- --------- --------
Total current liabilities 157,651 2,031 0 0 159,682
Long-term debt 486,859 0 0 (26,889) 459,970
Long-term portion of Termination and
Transitional Service Agreements
with Pro-Fac Cooperative, Inc. 24,031 0 0 0 24,031
Other non-current liabilities 156,397 0 0 (102,234) 54,163
---------- -------- ------- --------- --------
Total liabilities 824,938 2,031 0 (129,123) 697,846
Shareholder's equity 211,537 283,080 26,889 (309,969) 211,537
---------- -------- ------- --------- --------
Total liabilities and shareholder's equity $1,036,475 $285,111 $26,889 $(439,092) $909,383
========== ======== ======= ========= ========
60
Successor
Statement of Cash Flows
August 19, 2002 - June 28, 2003
-----------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Cash Flows From Operating Activities:
Net income $ 20,756 $ 34,551 $ 1,889 $(36,440) $ 20,756
Adjustments to reconcile net income to cash
provided by operating activities -
Amortization of certain intangible assets 1,606 656 0 0 2,262
Depreciation 21,562 567 0 0 22,129
Amortization of debt issue costs, amendment costs,
debt discounts and premiums, and interest
in-kind 11,086 0 (1,889) 0 9,197
Equity in undistributed earnings of former joint
venture and subsidiaries (5,202) (839) 0 4,932 (1,109)
Equity in undistributed earnings of CoBank (29) 0 0 0 (29)
Transitional Services Agreement with
Pro-Fac Cooperative, Inc. (455) 0 0 0 (455)
Provision for deferred taxes 13,481 0 0 0 13,481
Provision for losses on accounts receivable 480 90 0 0 570
Change in working capital 92,246 (6,343) 0 1,978 87,881
--------- -------- ------- -------- ---------
Net cash provided by operating activities 155,531 28,682 0 (29,530) 154,683
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (13,868) (307) 0 0 (14,175)
Proceeds from disposals 27,338 11 0 0 27,349
Proceeds from note receivable 4,978 0 0 0 4,978
Issuance of note receivable to Pro-Fac Cooperative, Inc. (700) 0 0 0 (700)
Proceeds from investment in CoBank 3,053 0 0 0 3,053
Repayments from former joint venture 6,285 0 0 0 6,285
Disposition of investment in former joint venture 13,900 0 0 0 13,900
Investment in GLK, LLC 0 (11,100) 0 11,100 0
--------- -------- ------- -------- ---------
Net cash provided by/(used in) investing activities 40,986 (11,396) 0 11,100 40,690
Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt 270,000 0 0 0 270,000
Birds Eye Holdings Inc. investment 175,590 0 0 0 175,590
Payments on Subordinated Promissory Note (25,000) 0 0 0 (25,000)
Net payments on prior revolving credit facility (22,000) 0 0 0 (22,000)
Payments on long-term debt (402,488) 0 0 0 (402,488)
Payments on Termination Agreement with
Pro-Fac Cooperative, Inc. (12,118) 0 0 0 (12,118)
Payments on capital lease (775) 0 0 0 (775)
Cash paid for debt issuance costs (24,743) 0 0 0 (24,743)
Cash paid for transaction fees (6,000) 0 0 0 (6,000)
Dividends paid 0 (29,530) 0 29,530 0
Birds Eye Foods, Inc. investment 0 11,100 0 (11,100) 0
--------- -------- ------- -------- ---------
Net cash used in financing activities (47,534) (18,430) 0 18,430 (47,534)
--------- -------- ------- -------- ---------
Net change in cash and cash equivalents 148,983 (1,144) 0 0 147,839
Cash and cash equivalents at beginning of period 4,636 1,281 0 0 5,917
--------- -------- ------- -------- ---------
Cash and cash equivalents at end of period $ 153,619 $ 137 $ 0 $ 0 $ 153,756
========= ======== ======= ======== =========
61
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 -
Amortization of certain intangible assets 50 94 0 0 144
Depreciation 3,741 69 23 0 3,833
Amortization of debt issue costs, amendment
costs, debt discounts and premiums, and
interest in-kind 1,201 0 0 0 1,201
Equity in undistributed earnings of 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)
Proceeds from investment in CoBank 1,115 0 0 0 1,115
Advances to Great Lakes Kraut Company, LLC (1,512) 0 0 0 (1,512)
-------- ------- ------ ------- --------
Net cash used in investing activities (2,578) 0 (6) 0 (2,584)
Cash Flows From Financing Activities:
Net proceeds from old revolving credit facility 22,000 0 0 0 22,000
Payments on long-term debt (292) 0 0 0 (292)
Payments on capital leases (38) 0 0 0 (38)
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
======== ======= ====== ======= ========
62
Predecessor
Statement of Operations
Fiscal Year Ended June 29, 2002
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net sales $ 928,142 $ 15,744 $ 17,318 $(17,318) $ 943,886
Cost of sales (725,682) (10,862) (17,304) 18,134 (735,714)
--------- --------- -------- -------- ---------
Gross profit 202,460 4,882 14 816 208,172
Other (expense)/income (52,852) 52,702 816 (816) (150)
Selling, administrative and general expenses (110,188) (3,716) 0 0 (113,904)
Goodwill impairment charge (41,260) (137,765) 0 0 (179,025)
Loss from former joint venture and subsidiaries (93,631) 0 0 96,088 2,457
--------- --------- -------- -------- ---------
Operating (loss)/income before dividing with Pro-Fac (95,471) (83,897) 830 96,088 (82,450)
Interest (expense)/income (71,830) 10,499 0 0 (61,331)
--------- --------- -------- -------- ---------
Pretax (loss)/income before dividing with Pro-Fac (167,301) (73,398) 830 96,088 (143,781)
Pro-Fac share of income (16,842) 0 0 0 (16,842)
--------- --------- -------- -------- ---------
Pretax (loss)/income before discontinued operations (184,143) (73,398) 830 96,088 (160,623)
Tax benefit/(provision) 55,089 (22,975) (545) 0 31,569
--------- --------- -------- -------- ---------
Net (loss)/income before discontinued operations (129,054) (96,373) 285 96,088 (129,054)
Discontinued operations (net of a tax provision
of $79) (1,640) 0 0 0 (1,640)
--------- --------- -------- -------- ---------
Net (loss)/income $(130,694) $ (96,373) $ 285 $ 96,088 $(130,694)
========= ========= ======== ======== =========
63
Predecessor
Statement of Cash Flows
Fiscal Year Ended June 29, 2002
---------------------------------------------------------------------
Birds Eye Subsidiary Non-Guarantor Eliminating
Foods, Inc. Guarantors Subsidiaries Entries Consolidated
----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
Net (loss)/income $(130,694) $(96,373) $ 285 $ 96,088 $(130,694)
Adjustments to reconcile net (loss)/income to net
cash (used in)/provided by operating activities -
Goodwill impairment charge 41,260 137,765 0 0 179,025
Amortization of certain intangible assets 397 750 0 0 1,147
Depreciation 30,012 548 290 0 30,850
Amortization of debt issue costs, amendment
costs, debt discounts and premiums, and
interest in-kind 6,968 0 0 0 6,968
Equity in undistributed earnings of former joint
Venture and subsidiaries 144,848 0 0 (146,643) (1,795)
Equity in undistributed earnings of CoBank (97) 0 0 0 (97)
Benefit for deferred taxes (31,934) 0 0 0 (31,934)
Provision for losses on accounts receivable 437 120 0 0 557
Change in working capital (47,113) 7,015 (113) 830 (39,381)
--------- -------- ----- --------- ---------
Net cash (used in)/provided by operating activities 14,084 49,825 462 (49,725) 14,646
Cash flows from investing activities:
Purchase of property, plant, and equipment (14,875) 0 (151) 0 (15,026)
Proceeds from disposals 595 0 0 0 595
Proceeds from investment in CoBank 5,114 0 0 0 5,114
Repayments from Great Lakes Kraut
Company, LLC 4,016 0 0 0 4,016
--------- -------- ----- --------- ---------
Net cash used in investing activities (5,150) 0 (151) 0 (5,301)
Cash flows from financing activities:
Payments on long-term debt (11,790) 0 0 0 (11,790)
Payments on capital leases (620) 0 0 0 (620)
Cash paid for debt amendments (1,694) 0 0 0 (1,694)
Capital contributions from Pro-Fac 11,789 0 0 0 11,789
Dividends paid 0 (49,725) 0 49,725 0
--------- -------- ----- --------- ---------
Net cash used in financing activities (2,315) (49,725) 0 49,725 (2,315)
--------- -------- ----- --------- ---------
Net change in cash and cash equivalents 6,619 100 311 0 7,030
Cash and cash equivalents at beginning of period 7,624 21 11 0 7,656
--------- -------- ----- --------- ---------
Cash and cash equivalents at end of period $ 14,243 $ 121 $ 322 $ 0 $ 14,686
========= ======== ===== ========= =========
64
NOTE 15. OTHER MATTERS
On June 23, 2000, the Company sold its pickle business to Dean Pickle and
Specialty Product Company. As part of that transaction, Birds Eye Foods agreed
to contract pack Nalley and Farman's pickle products for a period of two years,
ending June 2002. In anticipation of the completion of this co-pack contract,
the Company initiated restructuring activities for approximately 140 employees
in its facility located in Tacoma, Washington. The total restructuring charge
recorded in the first quarter of fiscal 2002 amounted to $1.1 million and was
primarily comprised of employee termination benefits. This amount was liquidated
as of December 28, 2002.
On October 12, 2001, the Company announced a reduction of approximately 7
percent of its nationwide workforce, for a total of approximately 300 positions.
The reductions were part of an ongoing focus on low-cost operations and included
both salaried and hourly positions. In conjunction with the reductions, the
Company recorded a charge against earnings of approximately $1.6 million in the
second quarter of fiscal 2002, primarily comprising employee termination
benefits. This amount was liquidated as of December 28, 2002.
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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Birds Eye Foods management, with the participation of Birds Eye Foods Principal
Executive Officer and Principal Financial Officer, evaluated the effectiveness
of the design and operation of Birds Eye Foods disclosure controls and
procedures (as defined in Rule 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 June 26, 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.
There were no changes to Birds Eye Foods' internal control over financial
reporting that occurred during the quarter ended June 26, 2004 that materially
affected or are reasonably likely to materially affect Birds Eye Foods' internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
65
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Executive Officers: The Securityholders Agreement dated and
effective as of August 19, 2002 (and as amended from time to time, the
"Securityholders Agreement"), among Holdings LLC, Pro-Fac and Vestar, together
with others, includes a voting agreement pursuant to which the holders of
Holdings LLC common units agree to, among other things, vote their common units
and to take any other action necessary to elect or cause to be elected to Birds
Eye Foods' Board of Directors six directors designated by Vestar (the "Vestar
Directors"), two directors designated by Pro-Fac (the "Pro-Fac Directors"), one
director who shall be the chief executive officer of Birds Eye Foods (the
"Management Director") and two directors designated by Vestar who shall be
independent of Holdings LLC, its subsidiaries' management (including Birds Eye
Foods) and Vestar (the "Independent Directors"). The Securityholders Agreement
also provides that so long as Mr. Dennis Mullen is the Management Director he
shall serve as Chairman of the Board of Directors. Each member of the Board of
Directors was elected pursuant to the terms of the Securityholders Agreement.
Set forth below is certain information concerning the individuals who currently
serve as the directors and executive officers of the Company.
Name Age(a) Positions
- -------------------------- ------ --------------------------------------------------------------------
Dennis M. Mullen(1) 50 Chairman of the Board, President and Chief Executive Officer
Earl L. Powers 60 Executive Vice President and Chief Financial Officer and Secretary
David E. Hogberg 51 Executive Vice President - Sales, Marketing and Business Development
Carl W. Caughran 51 Executive Vice President - Operations
Stephen R. Wright(5) 56 Executive Vice President - Investor Relations
Peter R. Call(2) 47 Director
Stephen P. Donovan, Jr.(4) 63 Director
David M. Hooper(3) 36 Director
Kevin A. Mundt(3) 50 Director
Daniel S. O'Connell(3) 50 Director
Gregg A. Ostrander(3) 51 Director
Allan W. Overhiser(2) 44 Director
Brian K. Ratzan(3) 34 Director
Patrick W. Rose(3) 62 Director
David B. Vermylen(4) 53 Director
- ----------
(a) As of September 1, 2004.
(1) Management Director
(2) Pro-Fac Director. Mr. Bruce R. Fox was replaced by Mr. Allan W. Overhiser
on the Birds Eye Foods Board of Directors on May 12, 2004.
(3) Vestar Director
(4) Independent Director
(5) Mr. Stephen R. Wright resigned from Birds Eye Foods effective August 19,
2004.
Dennis M. Mullen was named Chairman of the Board on August 19, 2002. Mr. Mullen
has served as the President and Chief Executive Officer of the Company since
January 1998 and as a Director of the Company since May 1996. He was Chief
Operating Officer of the Company from May 1996 to January 1998 and Executive
Vice President from January 1996 to May 1996. He had been
66
President and Chief Executive Officer of the Comstock Michigan Fruit business
unit of Birds Eye Foods from March 1993 to May 1996. He was Senior Vice
President and Business Unit Manager - Food Service of the Comstock Michigan
Fruit business unit from 1991 to 1993, and Senior Vice President - Custom Pack
Sales for Nalley Fine Foods from 1990 to 1991. Prior to employment with the
Company, he was President and Chief Executive Officer of Globe Products Company.
He currently serves on the Board of Directors for Grocery Manufacturers of
America, National Food Processors Association, St. Leo University, the Rochester
Institute of Technology School of Food, Hotel and Travel Management's National
Advisory Board, Junior Achievement of Rochester, New York Area and JP Morgan
Chase's Northeast Regional Advisory Board.
Earl L. Powers has been Executive Vice President and Chief Financial Officer of
the Company since February 1997. He was named Secretary of the Company in
October 2002. He was Vice President and Corporate Controller of the Company from
March 1993 to February 1997, and Vice President Finance and Management
Information Systems of the Comstock Michigan Fruit business unit of Birds Eye
Foods from 1991 to March 1993. Prior to joining Birds Eye Foods, he was
Controller of various Pillsbury Company divisions from 1987 to 1990 and held
various other executive management positions at the Pillsbury Company from 1976
to 1987. He currently serves on the Board of Directors of JP Morgan Chase's
Northeast Advisory Board.
David E. Hogberg has been Executive Vice President of Sales, Marketing, and
Business Development since November 2002. Prior to joining the Company, he held
various executive positions with ConAgra Foods from 1990 to 2002 and Quaker Oats
from 1974 to 1990. Mr. Hogberg has experience in positions in plant management,
product development, marketing, acquisitions and mergers and general management.
Carl W. Caughran has been Executive Vice President - Operations of the Company
since 1999. He also served as President and Chief Executive Officer of the
Nalley Fine Foods business unit of Birds Eye Foods from 1996 to 1999. Prior to
joining the Company, he held various executive positions at Borden Foods,
including Vice President/General Manager of both the Western Snack Group and
Eastern Snack Group.
Stephen R. Wright has been Executive Vice President of the Company since
November 6, 1996 and was Secretary from March 2000 to August 2002. He was Senior
Vice President - Procurement of Birds Eye Foods from November 1994 to November
1996 and Vice President - Procurement for Birds Eye Foods from 1990 to November
1994, having served as Director of Commodities and Administration Services for
Birds Eye Foods from 1988 to 1990. Mr. Wright was elected an officer and General
Manager of Pro-Fac in March 1995. He was elected Secretary of Pro-Fac in June
1999 and currently serves as Pro-Fac's General Manager. Mr. Wright resigned from
Birds Eye Foods effective August 19, 2004.
Peter R. Call became a Director of the Company in August 2002. He also serves as
a director of Pro-Fac and has served in such capacity since 2000. He produces
vegetables in Batavia, New York (My-T Acres, Inc. has been a member of Pro-Fac
since 1961).
Stephen P. Donovan, Jr. became a director of the Company in August 2003. Mr.
Donovan was employed with the Procter and Gamble Company for more than 30 years,
holding a wide range of executive positions, most recently President, Global
Beverage and North American Food & Beverage. Mr. Donovan is also a past director
of Remington Products Company, L.L.C.
David M. Hooper became a director of the Company in August 2002. Mr. Hooper is a
Managing Director of Vestar Capital Partners, an investment firm and affiliate
of Vestar Capital Partners IV, L.P., the sole member of Vestar/Agrilink Holdings
("Vestar Capital Partners"). Mr. Hooper joined Vestar in 1994 and currently
serves as a director of Advanced Organics, Inc. and Sheridan Healthcare, Inc.,
companies in which Vestar or its affiliates have a significant equity interest.
Kevin A. Mundt became a director of the Company in November 2003. He joined
Vestar Capital Partners as a Managing Director in 2004. Prior to joining Vestar,
Mr. Mundt spent 24 years in management consulting, including various management
positions with Mercer Oliver Wyman and its predecessors. Mr. Mundt is currently
a director of FL Selenia, Spa, Sunrise Medical, Inc. and Telephone and Data
Systems, Inc.
Daniel S. O'Connell became a director of the Company in August 2002. Mr.
O'Connell is the Chief Executive Officer and founder of Vestar Capital Partners.
Mr. O'Connell is also a director of Cluett American Corporation, FL Selenia,
Spa, Solo Cup Company, Inc., Sunrise Medical, Inc., and St. John Knits Co., Inc.
All are companies in which Vestar or its affiliates have a significant equity
interest.
Gregg A. Ostrander became a director of the Company in October 2002. Mr.
Ostrander has been the Chairman, President, and Chief Executive Officer of
Michael Foods, Inc. since 1994. Mr. Ostrander is a director Michael Foods, Inc.
and Arctic Cat Inc.
Allan W. Overhiser became a director of the Company in May 2004. He also serves
as a director of Pro-Fac and has served in such capacity since 1994. He produces
fruit in South Haven, Michigan (A.W. Overhiser Orchards has been a member of
Pro-Fac since 1984).
67
Brian K. Ratzan became a director of the Company in August 2002. Mr. Ratzan is a
Principal of Vestar Capital Partners. Mr. Ratzan joined Vestar in 1998.
Previously, he was a Vice President at Trace International Holdings, Inc., a
private investment firm. Prior to that, he was a member of the Corporate Finance
Group at Donaldson, Lufkin & Jenrette.
Patrick W. Rose became a director of the Company in February 2003. Mr. Rose
currently serves as a director of International House of Pancakes, Inc. and
Riviana Foods, Inc. Mr. Rose served as Chairman of the Board, President, and
Chief Executive Officer of Van Camp Seafoods, Inc. from 1993 to 1997 and
Chairman of the Board, President, and Chief Executive Officer of Bumble Bee
Seafoods, Inc. from 1984 to 1989.
David B. Vermylen became a director of the Company in February 2003. Most
recently, from 1996 to 2002, he was with the Keebler Company, serving as its
President and Chief Executive Officer during 2001 to 2002. In 1995 he was
Chairman, President, and Chief Executive Officer of Brother's Gourmet Coffee.
Prior to that he spent 20 years in the food industry, 14 years with General
Foods in a variety of brand management positions. Mr. Vermylen is also on the
board of Aeropostale (ARO), a specialty retailer of value priced, casual
clothing and accessories targeted at teenagers.
Code of Ethics: Birds Eye Foods currently maintains a Code of Ethics Policy for
all exempt employees including the Principal Executive Officer and Principal
Financial Officer. The Company intends to file a Form 8-K for any amendments to
or waivers from its Code of Ethics Policy (to the extent applicable to the
Company's Principal Executive Officer and Principal Financial Officer).
The Code of Ethics Policy is attached as Exhibit 14 to this Form 10-K
Equivalent.
Audit Committee Financial Expert: The Company is not an "Issuer" as such term is
defined in Section 7201 of the Sarbanes-Oxley Act of 2002 and therefore the
Company believes that its Audit Committee is not required to have at least one
member that is a financial expert.
68
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid by
Birds Eye Foods for each of the fiscal years ended June 26, 2004, June 28, 2003
and June 29, 2002 to Birds Eye Foods' Chief Executive Officer, and the four
other most highly compensated individuals (based on total salary and bonus for
the last completed fiscal year) who were serving as executive officers at the
end of the fiscal year ended June 26, 2004. These individuals are referred to as
the "Named Executive Officers."
Executive Compensation
Summary Compensation Table
Annual
Compensation(1) All 401(k)
------------------- Other Matching
Name and Principal Position Year Salary Bonus(2) Compensation Contributions
- --------------------------- ---- -------- -------- ------------ -------------
Dennis M. Mullen 2004 $600,000 $220,000 $ 0 $10,500
Chairman of the Board, President, and Chief Executive Officer 2003 $600,000 $250,000 $ 0 $ 9,423
2002 $600,000 $ 0 $ 0 $ 8,538
Earl L. Powers 2004 $316,473 $110,000 $ 0 $ 9,261
Executive Vice President and Chief Financial Officer and 2003 $315,250 $120,000 $ 0 $ 7,491
Secretary 2002 $305,250 $ 0 $ 0 $ 6,105
David E. Hogberg(3) 2004 $301,244 $120,000 $19,177(5) $ 6,037
Executive Vice President of Sales, Marketing, and 2003 $174,231 $165,000 $37,965(5) $ 0
Business Development 2002 $ 0 $ 0 $ 0 $ 0
Carl W. Caughran 2004 $264,100 $130,000 $32,716(4) $ 9,001
Executive Vice President - Operations 2003 $250,000 $131,350 $ 0 $ 6,649
2002 $240,000 $ 0 $ 0 $ 6,138
Stephen R. Wright(6) 2004 $234,000 $ 19,000 $ 0 $ 7,532
Executive Vice President - Investor Relations 2003 $234,000 $ 60,000 $ 0 $ 6,962
2002 $225,000 $ 0 $ 0 $ 6,534
(1) No Named Executive Officer has received perquisites and other personal
benefits, securities or property during the period in excess (in the
aggregate) of the lesser of $50,000 or 10 percent of the annual salary and
bonus reported by such officer.
(2) Pursuant to the Management Incentive Plan of the Company (the "Incentive
Plan"), additional compensation is paid if justified by the activities of
the officers and employees eligible under the Incentive Plan and by the
earnings of the Company. Performance targets are established annually by
the Company's Executive Committee.
(3) Mr. David Hogberg joined the Company on November 1, 2002.
(4) Mr. Caughran's relocation expenses of $32,716 were paid during fiscal 2004
pursuant to the Company's relocation policy.
(5) Mr. Hogberg's relocation expenses of $19,177 and $37,965 were paid during
fiscal 2004 and 2003, respectively, pursuant to the Company's relocation
policy.
(6) Mr. Wright resigned effective August 19, 2004.
69
Retirement Plans: The Company's Master Salaried Retirement Plan (the "Pension
Plan") provided defined retirement benefits for its officers and all salaried
exempt and non-exempt personnel. This plan was amended to freeze benefit
accruals effective September 2001. Participants who, on that date, were actively
employed and had attained the age of 40, completed five years of vesting
service, and whose sum of age and vesting service was 50 or more, were
grandfathered. Grandfathered participants are entitled to continue to earn
benefit service in accordance with the provisions of the plan with respect to
periods of employment after September 2001, but in no event beyond September
2006.
For retirement before age 65, the annual benefits are reduced by an amount for
each year prior to age 65 at which such retirement occurs so that if retirement
occurs at age 55, the benefits are 70 percent of those payable at age 65.
The Company maintains an Excess Benefit Retirement Plan which serves to provide
employees with the same retirement benefit they would have received from the
Company's Master Salaried Retirement Plan under the career average base pay
formula, but for changes required under the 1986 Tax Reform Act and the
compensation limitation under Section 401(a)(17) of the Internal Revenue Code,
which was $150,000 on January 1, 1994, having been revised in the 1992 Omnibus
Budget Reform Act. In September 2001, the Company made the decision to freeze
benefits in the same manner as described for the Master Salaried Retirement
Plan.
In fiscal 2001, the Company adopted a non-tax qualified Supplemental Executive
Retirement Plan ("SERP") which provides additional retirement benefits to the
Company's Chief Executive Officer. The Company has not pre-funded this liability
at June 26, 2004. The projected and accumulated benefit obligation under the
plan at June 26, 2004 was $2.3 million. The Company's Chief Executive Officer
agreed to a modification to the SERP under which he is covered. The modification
prevented the Transaction from being treated as a change of control for purposes
of the SERP. As such, the closing of the Transaction did not accelerate the
vesting of benefits under the SERP.
The following table shows the estimated pension benefits payable to a covered
participant, at age 65, at the specified final average pay, and years of
credited service levels under the Company's Master Salaried Retirement Plan and
the Excess Benefit Retirement Plan.
Pension Plan Table
Years of Plan Participation
Final ---------------------------------------------------
Average Pay 15 20 25 30 35
- ----------- ------- -------- -------- -------- --------
$125,000 $21,563 $ 28,750 $ 35,938 $ 43,125 $ 50,313
150,000 25,875 34,500 43,125 51,750 60,375
175,000 30,188 40,250 50,313 60,375 70,438
200,000 34,500 46,000 57,500 69,000 80,500
225,000 38,813 51,750 64,688 77,625 90,563
250,000 43,125 57,500 71,875 86,250 100,625
275,000 47,438 63,250 79,063 94,875 110,688
300,000 51,750 69,000 86,250 103,500 120,750
325,000 56,063 74,750 93,438 112,125 130,813
350,000 60,375 80,500 100,625 120,750 140,875
375,000 64,688 86,250 107,813 129,375 150,938
400,000 69,000 92,000 115,000 138,000 161,000
425,000 73,313 97,750 122,188 146,625 171,063
450,000 77,625 103,500 129,375 155,250 181,125
475,000 81,938 109,250 136,563 163,875 191,188
500,000 86,250 115,000 143,750 172,500 201,250
The estimated pension benefits are calculated based on straight-line annuity
amounts and are not subject to any deduction for Social Security or other offset
amounts.
The approximate number of years of Plan participation under the Company's
Pension Plan as of June 26, 2004, of the Named Executive Officers listed in the
Summary Compensation Table are as follows: Dennis M. Mullen-14, Earl L.
Powers-12, Carl W. Caughran-7, and Stephen R. Wright-28. Mr. Hogberg joined the
Company after the Pension Plan was frozen and therefore has no years of Plan
participation. The compensation upon which the pension benefits are determined
is included in the salary columns of the "Summary Compensation Table."
70
In addition, Birds Eye Foods also maintains a Non-Qualified 401(k) Plan in
which the Company allocates matching contributions for the benefit of "highly
compensated employees" as defined under Section 414(q) of the Internal Revenue
Code.
Employment Contracts, Termination of Employment, and Change-in-Control
Arrangements: Mr. Mullen serves as the Company's President and Chief Executive
Officer pursuant to a Salary Continuation Agreement dated August 22, 2001. The
agreement is effective until such time as the Board of Directors elects to
terminate or amend the agreement, subject to Mr. Mullen's and the Company's
right to terminate Mr. Mullen's employment upon the occurrence of enumerated
events and Mr. Mullen's right to continued salary payments thereunder. Pursuant
to the terms of the Salary Continuation Agreement, Mr. Mullen's salary is
determined annually by the Board of Directors. He is also eligible to
participate in the Company's Incentive Plan and is entitled to receive health
insurance, disability insurance, and all other employee benefits consistent with
the Company's employee benefit policies for executives as determined from time
to time by the Board of Directors.
Either Mr. Mullen or Birds Eye Foods, subject to the rights and obligations set
forth in the Salary Continuation Agreement, may terminate Mr. Mullen's
employment. In the event Mr. Mullen's employment is terminated for any reason
other than "for cause" (as such term is defined in the Salary Continuation
Agreement) or voluntarily terminated by Mr. Mullen without "good reason" (as
that term is defined in the Salary Continuation Agreement), Birds Eye Foods is
obligated to pay Mr. Mullen his "Salary" (as defined in the Salary Continuation
Agreement) for a period of 24 months following termination. Mr. Mullen's right
to payment of his Salary for a period of 24 months following termination of his
employment will survive a change of control of Birds Eye Foods, if Mr. Mullen
resigns for "good reason" or his employment is terminated other than "for
cause", death or disability within two years of a change of control transaction
Mr. Mullen's Salary Continuation Agreement contains provisions relating to
non-competition if he is receiving, or may be entitled to receive, a benefit
under the agreement, other than in the event his employment was terminated in
connection with a change of control.
Birds Eye Foods adopted a Key Executive Severance Plan - A, with respect to
certain executive officers of the Company, namely, Earl Powers, Carl Caughran,
Stephen Wright and two other former executives. Under the Key Executive
Severance Plan, these executive officers are entitled to receive payment of
their annual base salary (as at termination) plus benefits for a period of two
years following termination of employment, in the event their employment is
involuntarily terminated, other than for death, disability or "for cause", or
the executive officer voluntarily terminates his employment for "good reason" in
anticipation of or within two years of a "Change of Control," as that term is
defined in the Plan.
Mr. Stephen Wright's employment with the Company terminated on August 19, 2004.
Mr. Wright will be paid his annual salary, plus benefits, for a period of two
years ending August 19, 2006, and will maintain his management equity units for
as long as he is employed with Pro-Fac Cooperative.
Directors' Compensation: Effective as of August 19, 2002 (the Closing Date of
the Transaction), directors serving on Birds Eye Foods' Board of Directors who
are employees of Vestar Capital Partners and the Management Director are not
entitled to an annual retainer. All other directors are paid an annual retainer
of $14,000 each, $3,500 for each board meeting attended in person, and $1,000
for each subcommittee meeting attended. All directors receive reimbursement for
reasonable out-of-pocket expenses incurred in connection with meetings of the
Board.
Compensation Committee Interlocks and Insider Participation: For fiscal 2004,
the members of the Compensation Committee of the Board of Directors were Mr.
Daniel O'Connell, Mr. David Hooper, Mr. Peter Call and, prior to his replacement
on May 12, 2004 from the Board of Directors, Mr. Bruce Fox.
Neither Mr. O'Connell, Mr. Hooper, Mr. Call, nor Mr. Fox is an officer or
employee, or former officer or employee of Birds Eye Foods or any of its
subsidiaries. Mr. Hooper is a Managing Director of Vestar Capital Partners and
Mr. O'Connell is the Chief Executive Officer and founder of Vestar Capital
Partners; Vestar Capital Partners provides advisory and consulting services to
Holdings, Inc. and Birds Eye Foods. Mr. Fox and Mr. Call are also directors and
member-growers of Pro-Fac. During fiscal 2004, Mr. Fox and Mr. Call received
payments indirectly from Birds Eye Foods through Pro-Fac in consideration for
crops delivered by them (or by entities owned or controlled by them) to Pro-Fac,
which were subsequently sold to Birds Eye Foods, and directly from Birds Eye
Foods for harvesting and hauling services provided and crops delivered by them
(or by entities owned or controlled by them) to Birds Eye Foods. During fiscal
2004, Mr. Fox received approximately $1.2 million and Mr. Call received
$3.5 million in consideration for crop deliveries and harvesting and hauling
services.
No interlocking relationship exists between the members of Birds Eye Foods'
Board or Compensation Committee and the board of directors or compensation
committee of any other company.
71
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Birds Eye Foods, Inc. is a wholly-owned subsidiary of Birds Eye Holdings, Inc.,
a corporation wholly-owned by Holdings LLC, whose members include affiliates of
Vestar, Pro-Fac, and certain members of management.
On September 10, 2004, Birds Eye Foods had 11,000 shares of common stock issued
and outstanding, all of which were owned by Birds Eye Holdings, Inc., a
wholly-owned subsidiary of Holdings LLC. On September 10, 2004, Holdings LLC had
issued and outstanding 1,006 preferred units, 443,878 Class A common units,
321,429 Class B common units, 12,285 Class C common units, 13,412 Class D common
units, and 2,790 Class E common units.
The Class A common units entitle the owner thereof to two votes for each Class A
common unit held. All other Holdings LLC common units entitle the holder(s)
thereof to one vote for each common unit held. The preferred units are generally
nonvoting, unless otherwise required by law or under the Limited Liability
Company Agreement. For a description of the Limited Liability Company Agreement,
see the discussion below under the heading "Certain Relationships and Related
Transactions."
The following table sets forth information regarding the beneficial ownership
(through their ownership of equity securities of Holdings LLC) as of September
10, 2004, of (i) each person or entity (including any group) who is known by
Birds Eye Foods to own beneficially more than 5 percent of Birds Eye Foods'
common stock and (ii) each director, the Chief Executive Officer and each other
executive officer included in the Summary Compensation Table, and all directors
and current executive officers as a group, as to each class of equity securities
of Birds Eye Foods.
To the Company's knowledge, all voting securities are subject to the named
person's sole voting and investment power except where otherwise indicated.
Beneficial ownership is determined in accordance with rules of the Securities
and Exchange Commission and generally includes voting or investment power with
respect to securities.
72
SECURITIES BENEFICIALLY OWNED
Common Units Class % of Class
------------------------------------- -------------------------------
Preferred % of
Units Class
--------- -----
A B C D E A B C D E
------- ------- ----- ----- ----- ----- ----- ---- ---- -----
PRINCIPAL SECURITY-HOLDERS:
Vestar Associates IV, L.P.(1) 443,878 -- -- -- -- 100.0% -- -- -- -- 1,000 99.4%
Pro-Fac Cooperative, Inc.(2) -- 321,429 -- -- -- -- 100.0% -- -- -- -- --
DIRECTORS AND EXECUTIVE
OFFICERS
Dennis M. Mullen(3) -- -- 1,475 4,790 -- -- -- 12.0% 35.7% -- -- --
Earl Powers(3) -- -- 751 1,423 -- -- -- 6.1% 10.6% -- -- --
David Hogberg(3) -- -- 707 1,298 -- -- -- 5.8% 9.7% -- -- --
Carl W. Caughran(3) -- -- 590 1,750 -- -- -- 4.8% 13.0% -- -- --
Stephen R. Wright(3) -- -- 553 379 -- -- -- 4.5% 2.8% -- -- --
Peter R. Call -- -- -- -- -- -- -- -- -- -- -- --
Stephen P. Donovan, Jr. -- -- -- -- 634 -- -- -- -- 22.7% 1.4 *
David M. Hooper(4) -- -- -- -- -- -- -- -- -- -- -- --
Kevin A. Mundt -- -- -- -- 507 -- -- -- -- 18.2% 1.1 *
Daniel S. O'Connell(5) -- -- -- -- -- -- -- -- -- -- -- --
Gregg A. Ostrander -- -- -- -- 507 -- -- -- -- 18.2% 1.1 *
Allan W. Overhiser -- -- -- -- -- -- -- -- -- -- -- --
Brian K. Ratzan(6) -- -- -- -- -- -- -- -- -- -- -- --
Patrick W. Rose -- -- -- -- 634 -- -- -- -- 22.7% 1.4 *
David B. Vermylen -- -- -- -- 507 -- -- -- -- 18.2% 1.1 *
All directors
and officers
as a group (15 persons) -- -- 4,077 9,640 2,790 -- -- 33.2% 71.9% 100.0% 6 *
- ----------
* Less than 1%.
(1) Amount of beneficial ownership includes, Class A common units and preferred
units owned by Vestar/Agrilink Holdings LLC, Vestar/Agrilink Associates
Holdings LLC, Vestar/Agrilink Associates II Holdings LLC and Randolph
Street Partners V. Vestar Associates IV, L.P. is the sole general partner
of Vestar Capital Partners IV, L.P., which is the sole member and manager
of Vestar/Agrilink Holdings LLC. Vestar Associates IV, L.P. is also the
sole manager of Vestar/Agrilink Associates Holdings LLC and Vestar/Agrilink
Associates II Holdings LLC. Randolph Street Partners V has delivered its
voting proxy to Vestar Associates IV, L.P. with respect to the Class common
units and preferred units owned by it. The general partner of Vestar
Associates IV, L.P. is Vestar Associates Corporation IV ("VAC-IV"). As
such, VAC-IV has sole voting and dispositive power over the units owned by
Vestar/Agrilink Holdings LLC, Vestar/Agrilink Associates Holdings LLC and
Vestar/Agrilink Associates II Holdings, and has sole voting power and
shared dispositive power over the units owned by Randolph Street Partners
V. The address for Vestar Associates IV, L.P. is c/o Vestar Capital
Partners, 245 Park Avenue, 41st Floor, New York, New York 10167.
(2) The address for Pro-Fac Cooperative, Inc. is 350 Linden Oaks, PO Box 30682,
Rochester, New York 14603-0682.
(3) The address for each of the Named Executive Officers is c/o Birds Eye
Foods, Inc., 90 Linden Oaks, PO Box 20670, Rochester, NY 14602-0670.
(4) Mr. Hooper is a Managing Director of VAC-IV. Individually, no stockholder,
director or officer of VAC-IV has or shares voting or dispositive power
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934
over the securities beneficially owned by Vestar Associates IV, L.P. Mr.
Hooper disclaims beneficial ownership of the securities beneficially owned
by Vestar Associates IV, L.P., except to the extent of his pecuniary
interest therein.
(5) Mr. O'Connell is a Managing Director of VAC-IV. Individually, no
stockholder, director or officer of VAC-IV has or shares voting or
dispositive power within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934 over the securities beneficially owned by Vestar
Associates IV, L.P. Mr. O'Connell disclaims beneficial ownership of the
securities beneficially owned by Vestar Associates IV, L.P., except to the
extent of his pecuniary interest therein.
(6) Mr. Ratzan is a Vice President of VAC-IV. Individually, no stockholder,
director or officer of VAC-IV has or shares voting or dispositive power
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934
over the securities beneficially owned by Vestar Associates IV, L.P. Mr.
Ratzan disclaims beneficial ownership of the securities beneficially owned
by Vestar Associates IV, L.P., except to the extent of his pecuniary
interest therein.
73
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN AGREEMENTS RELATING TO THE TRANSACTION
As part of the Transaction, Birds Eye Foods entered into various agreements,
with others, that govern the business relationship between Birds Eye Foods and
Pro-Fac - the Amended and Restated Marketing and Facilitation Agreement, the
Termination Agreement, the Transitional Services Agreement and the Credit
Facility. The respective ownership rights in Holdings LLC are set out in the
Securityholders Agreement and the Limited Liability Company Agreement. See NOTE
4 to the "Notes to Consolidated Financial Statements" for a discussion of the
Amended and Restated Marketing and Facilitation Agreement, the Termination
Agreement, the Transitional Services Agreement and the Credit Facility, which
discussion is incorporated into this Item 13. A discussion of the
Securityholders Agreement and the Limited Liability Company Agreement can be
found below.
Securityholders Agreement: Holdings LLC, Pro-Fac and Vestar, together with
others, including officers of Birds Eye Foods (the "Management Investors"),
entered into a securityholders agreement dated August 19, 2002 (and as amended
from time to time, the "Securityholders Agreement") containing terms and
conditions relating to the transfer of membership interests in and the
management of Holdings LLC. Among other things, the Securityholders Agreement
includes a voting agreement pursuant to which the holders of common units agree
to vote their common units and to take any other action necessary to cause the
authorized number of members or directors for each of the respective management
committees or boards of directors of Holdings LLC, Holdings, Inc. and Birds Eye
Foods to be set at not less than nine but not more than 11, as determined by
Vestar, and to elect or cause to be elected to the respective management
committees or boards of directors of Holdings LLC, Holdings, Inc. and Birds Eye
Foods, six members/directors designated by Vestar, two members/directors
designated by Pro-Fac, one member/director who shall be the chief executive
officer of Birds Eye Foods and two members/directors designated by Vestar who
shall be independent of Holdings LLC, its subsidiaries' management (including
Birds Eye Foods) and Vestar.
The voting agreement further provides, that the holders of common units shall
vote their common units as directed by Vestar with respect to the approval of
any amendment(s) to the Limited Liability Company Agreement, the merger, unit
exchange, combination or consolidation of Holdings LLC, the sale, lease or
exchange of all or substantially all of the property and assets of Holdings LLC
and its subsidiaries, including Birds Eye Foods, and the reorganization,
recapitalization, liquidation, dissolution, or winding-up of Holdings LLC,
provided such action is not inconsistent with the Limited Liability Company
Agreement or the Securityholders Agreement and further provided such action
shall not have a material adverse effect on a unit holder that would be borne
disproportionately by such unit holder.
The Securityholders Agreement also provides:
o Pro-Fac and the Management Investors with "tag-along" rights in connection
with certain transfers of Holdings LLC units by Vestar;
o Vestar with rights, "take-along" rights, to require Pro-Fac and Management
Investors to consent to a proposed sale of Holdings LLC; and
o Pro-Fac and Vestar with demand registration rights, in securities of a
subsidiary of Holdings LLC, including Birds Eye Foods, which are acquired
by them through a distribution by Holdings LLC of such securities in
exchange for their respective units in Holdings LLC, such distributed
securities being "Registrable Securities", and other unit holders,
including Management Investors with incidental registration rights in the
Registrable Securities owned by such unit holders.
The Securityholders Agreement provides Pro-Fac and the Management Investors
certain pre-emptive rights with respect to new securities of Holdings LLC or any
of its subsidiaries proposed to be issued to Vestar or any affiliate of Vestar.
Further, Vestar has the right to modify the Securityholders Agreement without
the consent of Pro-Fac, the Management Investors or any other unit holder if the
amendment cannot reasonably be expected to have a material adverse effect on a
unit holder that would be borne disproportionately by such unit holder or the
amendment does not adversely affect any unit holder of Holdings LLC in any
material respect and it is in connection with a change that cures any ambiguity
or corrects or supplements a provision of the Securityholders Agreement.
Limited Liability Company Agreement of Birds Eye Holdings LLC: Pro-Fac and
Vestar, together with others, are parties to a limited liability company
agreement dated August 19, 2002 (the "Limited Liability Company Agreement") that
contains terms and conditions relating to the management of Holdings LLC and its
subsidiaries (including Birds Eye Foods), the distribution of profits and losses
and the rights and limitations of members of Holdings LLC.
74
Management Agreement: Birds Eye Foods, Holdings, Inc. and Vestar Capital
Partners entered into a management agreement dated as of August 19, 2002 (the
"Management Agreement") pursuant to which Vestar Capital Partners, an investment
firm and affiliate of Vestar Capital Partners IV, L.P., a Delaware limited
partnership and the sole member of Vestar/Agrilink Holdings ("Vestar Capital
Partners"), will provide advisory and consulting services to Holdings, Inc. and
Birds Eye Foods. In consideration for such services, Holdings, Inc. and Birds
Eye Foods will, jointly and severally, pay Vestar Capital Partners an annual
management fee equal to the greater of $1.0 million and 0.7 percent of Birds Eye
Foods' earnings, before interest, tax, depreciation and amortization. In
addition, on the closing of the Transaction, Birds Eye Foods and Holdings LLC,
jointly paid to Vestar Capital Partners a transaction fee equal to $8.0 million
plus all of the out-of-pocket expenses incurred by Vestar Capital Partners in
connection with the Transaction.
The foregoing description of agreements is only a summary and reference is made
to those agreements, copies of which are filed as exhibits to this Form 10-K
Equivalent although included in the exhibit index to this report have been
previously filed by Birds Eye Foods with the SEC. Each statement is qualified in
its entirety by such reference.
Purchase of Crops From Pro-Fac: Pro-Fac delivers crops grown by its members to
Birds Eye Foods for processing and marketing. Pro-Fac members sell crops grown
by its members pursuant to general marketing agreements between Pro-Fac and its
members. Pro-Fac, in turn, sells those crops to Birds Eye Foods.
Mr. Peter Call, Mr. Fox and Mr. Overhiser served on both Pro-Fac's and Birds Eye
Foods' Board of Directors during fiscal 2004. Each of Messrs. Call, Fox, and
Overhiser are also member-growers of Pro-Fac. Effective May 12, 2004, Mr. Fox
was replaced by Allan W. Overhiser on the Birds Eye Foods Board of Directors.
These Birds Eye Foods directors receive payments indirectly from Birds Eye Foods
through Pro-Fac in consideration for crops delivered by them to Pro-Fac, which
are subsequently sold to Birds Eye Foods. In addition, Messrs. Fox and Call
received payments directly from Birds Eye Foods during fiscal 2004 for
harvesting and hauling services provided and crops delivered by them (or by
entities owned or controlled by them) to Birds Eye Foods.
During fiscal year 2004, the following directors of Birds Eye Foods, directly or
indirectly through entities owned or controlled by such directors, received
payments from Birds Eye Foods, either indirectly through Pro-Fac for crops or
directly from Birds Eye Foods for crops, harvesting and hauling services:
(Dollars in Thousands)
RELATIONSHIP TO GROSS PURCHASES
NAME PRO-FAC/BIRDS EYE FOODS FISCAL YEAR 2004
- --------------------------- ---------------------------------------------------------------- ----------------
Peter R. Call ............. Director'pp' (Birds Eye Foods & Pro-Fac) and President'pp' (Pro-Fac) $3,474
Bruce R. Fox* ............. Director'pp' (Birds Eye Foods & Pro-Fac) and Vice President'pp' (Pro-Fac) $1,179
Allan W. Overhiser** ...... Director'pp' (Birds Eye Foods & Pro-Fac) $ 106
- ----------
* Bruce R. Fox was replaced by Mr. Allan W. Overhiser on the Birds Eye Foods
Board of Directors effective May 12, 2004.
** Allan W. Overhiser was elected to the Birds Eye Foods Board of Directors on
effective May 12, 2004.
Mr. Overhiser and Mr. Call are the current "Pro-Fac Directors" pursuant to the
Securityholders Agreement.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
As authorized by Delaware law and in accordance with the policy of that state,
the Company has obtained insurance from Axis Specialty Insurance Company and
Great American Insurance Company insuring the Company against any obligation it
incurs as a result of its indemnification of its officers and directors, and
insuring such officers and directors for liability against which they may not be
indemnified by the Company. This insurance has a term expiring on August 19,
2005 at an annual cost of approximately $158,562. As of this date, no sums have
been paid to any officers or directors of the Company under this indemnification
insurance contract.
75
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Deloitte & Touche LLP is the Company's independent auditor. The following table
sets forth the aggregate fees billed to the Company for the fiscal years ended
June 26, 2004 and June 28, 2003 by Deloitte & Touche LLP:
2004 2003
-------- --------
Audit Fees $238,123 $209,520
Audit-Related Fees 14,750 110,175
Tax Fees 12,830 --
All Other Fees -- --
-------- --------
Total $265,703 $319,695
======== ========
Audit Fees: These are fees for professional services rendered for the audit of
the Company's consolidated annual financial statements, review of the
consolidated financial statements included in the Company's quarterly reports on
Form 10-Q Equivalent, and the audit of Holdings LLC annual financial statements.
Audit-Related Fees: These are fees for assurance and related services that are
reasonably related to performance of audit services and traditionally are
performed by our independent accountant. More specifically, these include:
employee benefit plan audits and consultation concerning financial accounting
and reporting standards.
Tax Fees: These are fees for professional services rendered regarding tax
compliance, tax advice or tax planning. The Company did not pay any Tax Fees to
Deloitte & Touche LLP during fiscal 2003.
All Other Fees: These are fees for all other products and services provided by
our independent accountant that do not fall within the previous categories. The
Company did not pay Deloitte & Touche LLP fees for any other services during
fiscal 2004 or 2003.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted policies and procedures relating to the approval
of all audit and non-audit services that are to be performed by the Company's
independent auditor. This policy generally provides that the Company will not
engage our independent auditor to render audit or non-audit services unless the
service is specifically approved in advance by the Audit Committee or the
engagement is entered into pursuant to one of the pre-approval procedures
described below.
From time to time, the Audit Committee may pre-approve specified types of
services that are expected to be provided by the Company's independent auditor
during the next 12 months. Any such pre-approval is detailed as to the
particular service or type of services to be provided and is also generally
subject to a maximum dollar amount.
The Audit Committee has also delegated to the chairman of the Audit Committee
the authority to approve any audit or non-audit services to be provided by the
Company's independent auditor. Any approval of services by the Audit Committee
chairman pursuant to this delegated authority is reported on at the next meeting
of the Audit Committee. All services provided by Deloitte & Touche LLP in the
fiscal year ended June 26, 2004 were pre-approved by the Audit Committee.
76
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
The Following Appear in ITEM 8 of This Report
ITEM Page
- ---- ----
Birds Eye Foods, Inc. and Consolidated Subsidiaries:
Report of Independent Registered Public Accounting Firm...................... 26
Report of Registered Accounting Firm......................................... 27
Consolidated Statements of Operations, Accumulated Earnings/(Deficit),
and Comprehensive Income/(Loss) for the year ended June 26, 2004,
the periods August 19, 2002 to June 28, 2003 and June 30, 2002 to
August 18, 2002, and for the year ended June 29, 2002.................. 28
Consolidated Balance Sheets at June 26, 2004 and June 28, 2003............ 29
Consolidated Statements of Cash Flows for the year ended June 26, 2004,
the periods August 19, 2002 to June 28, 2003 and June 30, 2002 to
August 18, 2002, and for the year ended June 29, 2002.................. 30
Notes to Consolidated Financial Statements...................................... 31
Schedule II - Valuation and Qualifying Accounts................................. 78
77
(2) The following additional financial data are set forth herein:
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II
Birds Eye Foods, Inc.
Valuation and Qualifying Accounts
For the Three Fiscal Years Ended June 26, 2004
Fiscal Year Ended
---------------------------------------------
Successor Successor Predecessor
June 26, 2004 June 28, 2003 June 29, 2002
------------- ------------- -------------
Allowance for doubtful accounts
Balance at beginning of period $ 978,000 $ 731,000 $ 843,000
Additions charged to expense 298,000 570,000 557,000
Deductions (283,000) (323,000) (669,000)
----------- ----------- -----------
Balance at end of period $ 993,000 $ 978,000 $ 731,000
=========== =========== ===========
Tax valuation allowance*
Balance at beginning of period $16,293,000 $14,540,000 $ 5,891,000
Net change 2,580,000 1,753,000 8,649,000
----------- ----------- -----------
Balance at end of period $18,873,000 $16,293,000 $14,540,000
=========== =========== ===========
* See further discussion regarding tax matters at NOTE 11 to the "Notes to
Consolidated Financial Statements."
Schedules other than those listed above are omitted because they are either not
applicable or not required, or the required information is shown in the
financial statements or the notes thereto.
(3) The exhibits listed in the accompanying Exhibit Index are filed
or incorporated by reference as part of this Form 10-K
Equivalent.
(b) Reports on Form 8-K:
On April 30, 2004, the Company filed a report on Form 8-K Equivalent.
Pursuant to Item 9, Birds Eye Foods filed its press release dated April 30,
2004 announcing the Company's intent to raise prices.
On May 7, 2004, the Company filed a report on Form 8-K Equivalent to
announce its financial results for its third fiscal quarter ended March 27,
2004 and a conference call held on May 14, 2004 to discuss Birds Eye Foods'
third quarter results.
78
SIGNATURES
The Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BIRDS EYE FOODS, INC.
Date: September 21, 2004 By: /s/ Earl L. Powers
------------------------ -------------------------------------
Earl L. Powers
Executive Vice President and
Chief Financial Officer and Secretary
(Principal Financial Officer
and Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Earl L. Powers, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this Form 10-K Equivalent and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
79
This report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Dennis M. Mullen Chairman of the Board, President September 15, 2004
- --------------------------------------- and Chief Executive Officer ------------------
(DENNIS M. MULLEN) (Principal Executive Officer)
/s/ Peter R. Call Director September 16, 2004
- --------------------------------------- ------------------
(PETER R. CALL)
/s/ Stephen P. Donovan, Jr. Director September 20, 2004
- --------------------------------------- ------------------
(STEPHEN P. DONOVAN, Jr.)
/s/ David M. Hooper Director September 16, 2004
- --------------------------------------- ------------------
(DAVID M. HOOPER)
/s/ Kevin A. Mundt Director September 16, 2004
- --------------------------------------- ------------------
(KEVIN A. MUNDT)
/s/ Daniel S. O'Connell Director September 16, 2004
- --------------------------------------- ------------------
(DANIEL S. O'CONNELL)
/s/ Gregg A. Ostrander Director September 15, 2004
- --------------------------------------- ------------------
(GREGG A. OSTRANDER)
/s/ Allan W. Overhiser Director September 15, 2004
- --------------------------------------- ------------------
(ALLAN W. OVERHISER)
/s/ Brian K. Ratzan Director September 16, 2004
- --------------------------------------- ------------------
(BRIAN K. RATZAN)
/s/ Patrick W. Rose Director September 15, 2004
- --------------------------------------- ------------------
(PATRICK W. ROSE)
/s/ David B. Vermylen Director September 14, 2004
- --------------------------------------- ------------------
(DAVID B. VERMYLEN)
/s/ Earl L. Powers Executive Vice President and Chief September 21, 2004
- --------------------------------------- Financial Officer and Secretary ------------------
(EARL L. POWERS) (Principal Financial Officer and
Principal Accounting Officer)
80
EXHIBIT INDEX
(c) EXHIBITS:
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
2.1 Unit Purchase Agreement, dated June 20, 2002, together with exhibits
H, I, and L thereto (filed as Exhibit 2.1 to the Company's Form 8-K
filed June 21, 2002, and incorporated herein by reference).
2.2 Certificate of Merger of Agrilink Foods, Inc. and Agrilink Merger
Corp. (filed as Exhibit 2.2 to the Company's Annual Report on Form
10-K Equivalent for the fiscal year ended June 29, 2002 and
incorporated herein by reference).
3.1 Restated Certificate of Incorporation of Agrilink Merger Corp. (filed
as Exhibit 3.1 to the Company's Annual Report on Form 10-K Equivalent
for the fiscal year ended June 29, 2002 and incorporated herein by
reference).
3.2 Amendment of the Certificate of Incorporation of Agrilink Foods, Inc.
(filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
Equivalent for the third quarter ended March 29, 2003 and incorporated
herein by reference).
3.3 Bylaws of Birds Eye Foods, Inc., as amended (filed as Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q Equivalent for the third
quarter ended March 27, 2004 and incorporated herein by reference).
4.1 Indenture, dated as of November 18, 1998, between the Company, the
Guarantors named therein and IBJ Schroder Bank & Trust Company, Inc.,
as Trustee (filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-4 filed January 5, 1999 (Registration No.
333-70143) and incorporated herein by reference).
4.2 Form of 11 7/8 percent Senior Subordinated Notes due 2008 (filed as
Exhibit B, to Exhibit 4.1 to the Company's Registration Statement on
Form S-4 filed January 5, 1999 (Registration No. 333-70143) and
incorporated herein by reference).
4.3 First Supplemental Indenture (amending the Indenture referenced in
Exhibit 4.1 herein) dated July 22, 2002 (filed as Exhibit 4.3 to the
Company's Annual Report on Form 10-K Equivalent for the fiscal year
ended June 29, 2002 and incorporated herein by reference).
4.4 Second Supplemental Indenture (amending the Indenture referenced in
Exhibit 4.1 herein) dated March 1, 2003 (filed as Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q Equivalent for the third
quarter ended March 29, 2003 and incorporated herein by reference).
10.1 Amended and Restated Marketing and Facilitation Agreement dated August
19, 2002 between Pro-Fac Cooperative, and Agrilink Foods, Inc. (filed
as Exhibit 99.3 to the Company's Current Report on Form 8-K filed
September 3, 2002 and incorporated herein by reference).
10.2 Termination Agreement dated August 19, 2002 (filed as Exhibit 99.2 to
the Company's Current Report on Form 8-K filed September 3, 2002 and
incorporated herein by reference).
*10.3 Supplemental Executive Retirement Plan, as amended (filed as Exhibit
10.3 to the Company's Registration Statement on Form S-4 filed
November 17, 1994 (Registration No. 33-56517) and incorporated herein
by reference).
*10.4 Birds Eye Foods Non-Qualified 401(k) Plan Effective January 1, 2004
(filed herewith).
*10.5 Management Incentive Plan, as amended and restated, (filed as Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q Equivalent for the
second fiscal quarter ended December 28, 2002 and incorporated herein
by reference).
81
EXHIBIT INDEX
(c) EXHIBITS (Continued):
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
10.6 Raw Product Supply Agreement with Seneca Foods Corporation (filed as
Exhibit 10.22 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 28, 1997 and incorporated herein by reference).
10.7 Credit Agreement among the Company, Agrilink Holdings Inc., and
JPMorgan Chase Bank and Bank of America, and the Lenders from time to
time party hereto, dated as of August 19, 2002 (filed as Exhibit 10.10
to the Company's Annual Report on Form 10-K Equivalent for the fiscal
year ended June 29, 2002 and incorporated herein by reference).
10.8 First Amendment and Consent, dated as of September 17, 2003, to the
Credit Agreement among Birds Eye Foods, Inc., Birds Eye Holdings,
Inc., the lenders and other agents from time to time party thereto,
and JP Morgan Chase Bank (filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q Equivalent for the first quarter ended
September 27, 2003 and incorporated herein by reference).
10.9 Subordinated Promissory Note of the Company to Dean Foods Company,
dated as of September 23, 1998 (filed as Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the first fiscal quarter ended
September 26, 1998 and incorporated herein by reference).
*10.10 Excess Benefit Retirement Plan, as amended (filed as Exhibit 10.27 to
the Company's quarterly report on Form 10-Q for the second quarter
ended December 23, 2000, and incorporated herein by reference).
*10.11 Supplemental Executive Retirement Agreement (filed as Exhibit 10.28 to
the Company's quarterly report on Form 10-Q for the second quarter
ended December 23, 2000, and incorporated herein by reference).
*10.12 Amendment to the Supplemental Executive Retirement Agreement (filed as
Exhibit 10.22 to the Company's Annual Report on Form 10-K Equivalent
for the fiscal year ended June 29, 2002 and incorporated herein by
reference).
*10.13 Salary Continuation Agreement - Dennis Mullen (filed as Exhibit 10.24
to the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2001 and incorporated herein by reference).
*10.14 Master Salaried Retirement Plan, as amended and restated, effective
January 1, 2001 (filed as Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the second fiscal quarter ended December 29,
2001, and incorporated herein by reference).
*10.15 Second Amendment to the Birds Eye Foods Master Salaried Retirement
Plan (filed as Exhibit 10.16 to the Company's Annual Report on Form
10-K Equivalent for the fiscal year ended June 28, 2003 and
incorporated herein by reference).
*10.16 Third Amendment to the Birds Eye Foods Master Salaried Retirement Plan
(filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K
Equivalent for the fiscal year ended June 28, 2003 and incorporated
herein by reference).
*10.17 Fourth Amendment to the Birds Eye Foods Master Salaried Retirement
Plan (filed as Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q Equivalent for the third fiscal quarter ended March 27, 2004 and
incorporated herein by reference).
*10.18 Agrilink Foods, Inc. Key Severance Plan-A, (filed as Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the third fiscal
quarter ended March 30, 2002, and incorporated herein by reference).
82
EXHIBIT INDEX
(c) EXHIBITS (Continued):
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
*10.19 Transitional Services Agreement dated August 19, 2002 (filed as
Exhibit 99.4 to the Company's Current Report on Form 8-K filed
September 3, 2002 and incorporated herein by reference).
10.20 Credit Agreement dated August 19, 2002 between Pro-Fac Cooperative,
Inc., as borrower, and Agrilink Foods, Inc., as lender (filed as
Exhibit 99.5 to the Company's Current Report on Form 8-K filed
September 3, 2002 and incorporated herein by reference).
10.21 Securityholders Agreement dated August 19, 2002 among Agrilink
Holdings LLC, Pro-Fac Cooperative, Inc., Vestar/Agrilink Holdings LLC,
and others (filed as Exhibit 99.6 to the Company's Current Report on
Form 8-K filed September 3, 2002 and incorporated herein by
reference).
10.22 Amendment No. 1 to the Securityholders Agreement (filed as Exhibit
10.22 to the Company's Annual Report on Form 10-K Equivalent for the
fiscal year ended June 28, 2003 and incorporated herein by reference).
10.23 Amended and Restated Limited Liability Company Agreement of Agrilink
Holdings LLC dated August 19, 2002 among Agrilink Holdings LLC,
Pro-Fac Cooperative, Inc., Vestar/Agrilink Holdings LLC, and others
(filed as Exhibit 99.7 to the Company's Current Report on Form 8-K
filed September 3, 2002 and incorporated herein by reference).
10.24 Amendment No. 1 to the Amended and Restated Limited Liability Company
Agreement (filed as Exhibit 10.24 to the Company's Annual Report on
Form 10-K Equivalent for the fiscal year ended June 28, 2003 and
incorporated herein by reference).
10.25 Amendment No. 2 to the Amended and Restated Liability Company
Agreement (filed as Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q Equivalent for the quarter ended March 27, 2004 and
incorporated herein by reference).
10.26 Management Agreement dated August 19, 2002 among Agrilink Foods, Inc.,
Agrilink Holdings Inc. and Vestar Capital Partners (filed as Exhibit
99.8 to the Company's Current Report on Form 8-K filed September 3,
2002 and incorporated herein by reference).
14 Code of Ethics Policy (filed herewith).
21.1 List of Subsidiaries (filed) as Exhibit 21.1 to the Company's Annual
Report on Form 10-K Equivalent for the fiscal year ended June 28, 2003
and incorporated herein by reference).
24 Power of Attorney (included on page 79 of this Report).
31.1 Section 302 Certification of the Principal Executive Officer (filed
herewith).
31.2 Section 302 Certification of the Principal Financial Officer (filed
herewith).
*Management contracts or compensatory plans.
83
STATEMENT OF DIFFERENCES
Characters normally expressed as superscript shall be preceded by..,..... 'pp'