DREYERS GRAND ICE CREAM HOLDINGS INC - 10-Q Quarterly Report

FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 25, 2004


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-50325

DREYER’S GRAND ICE CREAM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		No. 02-0623497 (I.R.S. Employer Identification No.)

5929 College Avenue, Oakland, California 94618
(Address of principal executive offices) (Zip Code)

(510) 652-8187
(Registrant’s telephone number, including area code)

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 þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)

Yes þ No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.


	Shares Outstanding at November 1, 2004
Class A callable puttable common stock, $.01 par value		30,315,147
Class B common stock, $.01 par value		64,564,315

TABLE OF CONTENTS


PART I: FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS.
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited).
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
	ITEM 4. CONTROLS AND PROCEDURES.
	PART II: OTHER INFORMATION
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
	ITEM 6. EXHIBITS.
SIGNATURE
INDEX OF EXHIBITS
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

DREYER’S GRAND ICE CREAM HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET


	Sept. 25, 2004			Dec. 27, 2003
($ in thousands, except per share amounts)	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	10,463		$	1,623
Trade accounts receivable, net of allowance for doubtful accounts of $6,551 in 2004 and $5,668 in 2003		146,390			110,381
Other accounts receivable		9,260			11,580
Inventories		164,735			148,426
Prepaid expenses and other		25,927			37,723
Income taxes refundable		14,411			18,283
Taxes receivable due from affiliate					12,236
Deferred income taxes		17,265			17,265

Total current assets		388,451			357,517
Property, plant and equipment, net		430,474			392,613
Other assets		16,225			20,735
Other intangibles, net		437,982			389,133
Goodwill		1,926,872			1,931,425

Total assets	$	3,200,004		$	3,091,423

Liabilities, Class A Callable Puttable Common Stock, and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	149,346		$	130,360
Accrued payroll and employee benefits		54,827			59,359
Current portion of long-term debt		2,143			2,143

Total current liabilities		206,316			191,862
Nestlé S.A. credit facility		310,000			125,000
Long-term debt, less current portion		22,143			24,286
Long-term stock option liability		85,671			135,121
Other long-term obligations		23,515			18,207
Deferred income taxes		37,816			81,065

Total liabilities		685,461			575,541

Commitments and contingencies
Class A Callable Puttable Common Stock:
Class A callable puttable common stock, $.01 par value - 31,830,332 shares authorized; 30,274,423 and 29,449,201 issued and outstanding in 2004 and 2003, respectively		303			294
Class A capital in excess of par		2,164,869			1,904,124
Notes receivable from Class A callable puttable common stockholders		(620	)		(1,104	)

Total Class A callable puttable common stock		2,164,552			1,903,314

Stockholders’ Equity:
Class B common stock, $.01 par value - 96,394,647 shares authorized; 64,564,315 shares issued and outstanding in 2004 and 2003		646			646
Class B capital in excess of par		961,932			961,932
Accumulated deficit		(612,587	)		(350,010	)

Total stockholders’ equity		349,991			612,568

Total liabilities, Class A callable puttable common stock, and stockholders’ equity	$	3,200,004		$	3,091,423

See accompanying Notes to Consolidated Financial Statements.

DREYER’S GRAND ICE CREAM HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)


	Quarter Ended						Three Quarters Ended
	Sept. 25, 2004			Sept. 27, 2003			Sept. 25, 2004			Sept. 27, 2003
($ in thousands, except per share amounts)
Revenues:
Net sales to external customers	$	462,871		$	491,528		$	1,204,826		$	779,576
Net sales to affiliates		1,360			1,078			3,984			2,882

Net sales		464,231			492,606			1,208,810			782,458
Other revenues		9,446			22,287			32,591			24,028

Total net revenues		473,677			514,893			1,241,401			806,486

Costs and expenses:
Cost of goods sold to external customers		415,003			432,460			1,111,523			667,963
Cost of goods sold to affiliates		1,360			1,078			3,984			2,882

Cost of goods sold		416,363			433,538			1,115,507			670,845
Selling, general and administrative expense		62,258			81,369			184,098			141,285
Interest, net of amounts capitalized		1,744			1,880			5,407			2,638
Royalty expense to affiliates		8,931			6,553			21,629			18,685
Other expense, net		2,196			531			224			454
Severance and retention expense		(637	)		5,081			2,593			45,905
In-process research and development											11,495
Loss on divestiture (Reversal of accrued divestiture expenses)					323			(216	)		11,931

		490,855			529,275			1,329,242			903,238

Loss before income tax benefit		(17,178	)		(14,382	)		(87,841	)		(96,752	)
Income tax benefit		6,699			4,746			34,258			31,928

Net loss		(10,479	)		(9,636	)		(53,583	)		(64,824	)
Accretion of Class A callable puttable common stock		(66,345	)		(55,329	)		(191,967	)		(56,570	)

Net loss available to Class A callable puttable and Class B common stockholders	$	(76,824	)	$	(64,965	)	$	(245,550	)	$	(121,394	)

Net loss per share of Class A callable puttable and Class B common stock:
Basic	$	(.81	)	$	(.71	)	$	(2.60	)	$	(1.65	)

Diluted	$	(.81	)	$	(.71	)	$	(2.60	)	$	(1.65	)

Dividends declared per share of common stock:
Class A callable puttable	$	.06		$	.06		$	.18		$	.12

Class B	$	.06		$	.06		$	.18		$	.12

See accompanying Notes to Consolidated Financial Statements.

DREYER’S GRAND ICE CREAM HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY


	Class B Common Stock
										Investment			Accumulated
					Capital in		Accumulated			From			Net Loss to
	Shares		Par Value		Excess of Par		Deficit			Member			Member			Total
(In thousands)
Balances at December 31, 2002		—	$	—	$	—	$	—		$	750,252		$	(141,587	)	$	608,665
Net loss								(64,824	)								(64,824	)
Capital contributions — acquisition costs paid by Nestlé affiliate											17,145						17,145
Reclassification of investment from member to Class B capital in excess of par						767,397					(767,397	)					—
Reclassification of accumulated net loss to member to accumulated deficit								(141,587	)					141,587			—
Conversion of shares of DGIC common stock held by Nestlé		9,563		96		200,544											200,640
Issuance of Class B shares of common stock in connection with the Dreyer’s Nestlé Transaction		55,001		550													550
Accretion of Class A callable puttable common stock								(56,570	)								(56,570	)
Class A callable puttable and Class B common stock dividends declared								(11,003	)								(11,003	)

Balances at September 27, 2003		64,564	$	646	$	967,941	$	(273,984	)	$	—		$	—		$	694,603

Balances at December 27, 2003		64,564	$	646	$	961,932	$	(350,010	)	$	—		$	—		$	612,568
Net loss								(53,583	)								(53,583	)
Accretion of Class A callable puttable common stock								(191,967	)								(191,967	)
Class A callable puttable and Class B common stock dividends declared								(17,027	)								(17,027	)

Balances at September 25, 2004		64,564	$	646	$	961,932	$	(612,587	)	$	—		$	—		$	349,991

See accompanying Notes to Consolidated Financial Statements.

DREYER’S GRAND ICE CREAM HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)


	Three Quarters Ended
(In thousands)	Sept. 25, 2004			Sept. 27, 2003
*Cash flows from operating activities:*
Net loss	$	(53,583	)	$	(64,824	)
Adjustments to reconcile net loss to cash flows from operations, net of amounts acquired:
Depreciation and amortization		55,948			33,580
In-process research and development					11,495
(Reversal of) accrued divestiture expenses		(216	)		11,931
Provision for losses on accounts receivable, net		883			734
Provision for severance and retention expense		2,593			28,567
Stock option compensation expense		13,047			9,964
Benefit for deferred income taxes		(30,404	)		(12,167	)
Provision for retail freezer retirements					6,748
Accretion of long-term stock option liability		1,969			982
Other noncash charges		1,199
Changes in assets and liabilities:
Trade accounts receivable and other accounts receivable		(31,401	)		21,140
Inventories		(15,997	)		23,247
Prepaid expenses and other		8,706			4,051
Income taxes refundable		5,112			(14,334	)
Taxes receivable due from affiliate		12,236			(5,731	)
Accounts payable and accrued liabilities		11,727			(36,471	)
Accrued payroll and employee benefits		(7,332	)		7,602
Other long-term obligations		5,308			705

		(20,205	)		27,219

*Cash flows from investing activities:*
Additions to property, plant and equipment		(91,039	)		(13,515	)
Retirements of property, plant and equipment		1,507			3,513
Payment for acquired businesses, net of cash acquired		(59,007	)
Cash acquired in acquisition of DGIC					597
(Increase) decrease in other assets		(5,896	)		2,944

		(154,435	)		(6,461	)

*Cash flows from financing activities:*
Proceeds from Nestlé S.A. credit facility		185,000			145,000
Repayments under long-term line of credit					(139,000	)
Repayments of other long-term debt		(2,143	)
Repayments of Nestlé USA, Inc. demand notes, net					(73,142	)
Proceeds from repayments of notes receivable from Class A callable puttable common stockholders		484			758
Proceeds from stock option exercises		17,118			52,541
Proceeds from repayments of employee loans					543
Cash dividends paid		(16,979	)		(5,406	)

		183,480			(18,706	)

Increase in cash and cash equivalents		8,840			2,052
Cash and cash equivalents, beginning of period		1,623			2,435

Cash and cash equivalents, end of period	$	10,463		$	4,487

Supplemental cash flow information:
Cash paid (refunded) during the period for:
Interest (net of amounts capitalized)	$	3,156		$	1,611

Income (tax refunds received) taxes paid, net	$	(5,083	)	$	303

See accompanying Notes to Consolidated Financial Statements.

DREYER’S GRAND ICE CREAM HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

Dreyer’s Grand Ice Cream Holdings, Inc. and its subsidiaries (the Company) are engaged primarily in the business of manufacturing and distributing premium and superpremium ice cream and other frozen snacks to grocery and convenience stores, foodservice accounts and independent distributors in the United States.

The Company accounts for its operations geographically for management reporting purposes. These geographic segments have been aggregated for financial reporting purposes due to similarities in the economic characteristics of the geographic segments and the nature of the products, production processes, customer types and distribution methods throughout the United States.

Financial Statement Form and Content

The Consolidated Financial Statements for the quarter and three quarters ended September 25, 2004 and September 27, 2003 have not been audited by an independent registered public accounting firm, but include all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair presentation of the consolidated operating results for the interim periods. The statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. The operating results for interim periods are not necessarily indicative of results to be expected for an entire year. The aforementioned statements should be read in conjunction with the Consolidated Financial Statements for the year ended December 27, 2003, appearing in the Company’s 2003 Annual Report on Form 10-K.

Dreyer’s Nestlé Transaction

The Company is the successor entity to the Nestlé Ice Cream Company, LLC (NICC) business. The Company was formed as a result of the combination of Dreyer’s Grand Ice Cream, Inc. (DGIC) and NICC (the Dreyer’s Nestlé Transaction). The Dreyer’s Nestlé Transaction closed on June 26, 2003 (the Merger Closing Date) and was accounted for as a reverse acquisition under the purchase method of accounting as required by Statement of Financial Accounting Standards No. 141, “Accounting for Business Combinations” (Note 7). For this purpose, NICC was deemed to be the acquirer and DGIC was deemed to be the acquiree.

The purchase price and related allocation were recorded in two components reflecting the two primary transactions pursuant to which Nestlé Holdings, Inc. (Nestlé) and NICC Holdings, Inc. (NICC Holdings) acquired, or will acquire, all of the DGIC shares. The first component of the purchase accounting was based on Nestlé’s original ownership of 9,563,016 shares, representing 27.2 percent (the Nestlé Original Equity Investment) of the 35,101,634 total DGIC shares outstanding on the Merger Closing Date. The second component of the purchase accounting was based on Nestlé’s future purchase of the remaining 25,538,618 shares, representing 72.8 percent (the Non-Nestlé Ownership) of the 35,101,634 total DGIC shares outstanding on the Merger Closing Date.

The Divestiture Transaction

As a condition to the closing of the Dreyer’s Nestlé Transaction, the United States Federal Trade Commission (FTC) required that DGIC and NICC divest certain assets. On March 3, 2003, New December, Inc. (the former name of the Company), DGIC, NICC and Integrated Brands, Inc. (Integrated Brands), a subsidiary of CoolBrands International, Inc. (CoolBrands), entered into an Asset Purchase and Sale Agreement, which was amended and restated on June 4, 2003 (the APA). The APA provided for the sale of DGIC’s Dreamery^® and Whole Fruit™ Sorbet brands and the assignment of its license to the Godiva^® ice cream brand (the Dreamery, Whole Fruit and Godiva brands are referred to as the Divested Brands) and the transfer and sale by NICC of leases, warehouses, equipment and vehicles and related distribution assets (the Purchased Assets) in certain states and territories (the Territories) to Eskimo Pie Frozen Distribution, Inc. (Eskimo Pie), a subsidiary of Integrated Brands. On July 5, 2003 (the

Divestiture Closing Date), the parties closed the transaction (the Divestiture Transaction) (Note 7 and Note 10) and the Company received $10,000,000 in consideration for the sale of the Divested Brands and Purchased Assets.

On July 9, 2004, the FTC approved a request made by the Company and Integrated Brands to amend certain agreements between the parties and thereby modify the Decision and Order issued by the FTC on November 12, 2003 in In the Matter of Nestlé Holdings, Inc. et al., Docket No. C-40 (the Decision and Order) authorizing the Divestiture Transaction, in order to facilitate the manufacture of the Divested Brands and the sale and distribution of certain DGIC products.

On September 7, 2004, the FTC approved a request made by the Company and Integrated Brands to amend certain agreements between the parties and thereby modify the Decision and Order in order to facilitate the distribution of certain Integrated Brands and DGIC products as well as extend the license from Integrated Brands to DGIC for use of the Whole Fruit™ name for DGIC’s line of fruit bars.

The Häagen-Dazs Shoppe Company

On February 17, 2004, the Company acquired all of the equity interest of The Häagen-Dazs Shoppe Company, Inc. (the Shoppe Company) from The Pillsbury Company (Pillsbury). The Shoppe Company has been the franchisor of the United States Häagen-Dazs parlor business since the early 1980’s. As of September 25, 2004, there were approximately 234 franchised Häagen-Dazs parlors in the United States. The Company performed the significant subsidiary test on this acquisition and determined it was not material.

Silhouette Brands, Inc.

On July 26, 2004, the Company acquired Silhouette Brands, Inc. (Silhouette) for a purchase price of approximately $63,000,000. The purchase price consisted of approximately $58,000,000 in cash paid for the capital stock of Silhouette plus $4,752,000 of Other intangibles, net acquired in the Dreyer’s Nestlé Transaction (Note 6). Silhouette sells low fat and low carb ice cream snacks under its distinctive brands, Skinny Cow^® and Skinny Carb^®. The Company performed the significant subsidiary test on this acquisition and determined it was not material.

Laurel Maryland Land Acquisitions

On August 2, 2004, the Company acquired all of the stock of a corporation which owns real property adjacent to the Company’s manufacturing plant in Laurel, Maryland (the Plant) for the sole purpose of acquiring such real property, as well as an additional parcel of real property adjacent to the Plant. On August 4, and October 18, 2004, the Company acquired additional pieces of real property adjacent to the Plant. The total price paid for these purchases was approximately $13,000,000.

Note 2. Significant Accounting Policies

Fiscal Year

Effective upon the closing of the Dreyer’s Nestlé Transaction, the Company changed its fiscal periods from NICC’s calendar year ending on December 31st with interim periods based on a four- or five-week month (13 weeks per quarter) to a 52-week or 53-week year ending on the last Saturday in December with fiscal quarters ending on the Saturday closest to the end of the calendar quarter. This change in fiscal periods did not have a material impact on the Consolidated Financial Statements.

The accompanying Consolidated Financial Statements and related notes that are as of a date, or for a period ended, before June 27, 2003, represent the accounts of NICC or its predecessor entities. The operating results for interim periods are not necessarily indicative of the results to be expected for an entire year.

The Consolidated Financial Statements for the quarter ended September 25, 2004 include the results of operations of DGIC and NICC for the period from June 27, 2004 to September 25, 2004 (91 days). The Consolidated Financial Statements for the quarter ended September 27, 2003 include the results of operations of DGIC and NICC for the period from June 29, 2003 to September 27, 2003 (91 days).

The Consolidated Financial Statements for the three quarters ended September 25, 2004 include the results of operations of DGIC and NICC for the entire period from December 28, 2003 to September 25, 2004 (273 days). The Consolidated Financial Statements for the three quarters ended September 27, 2003 include the results of operations of DGIC for the period following the Merger Closing Date to September 27, 2003 (93 days), and of NICC for the period from January 1, 2003 to September 27, 2003 (270 days).

Significant Accounting Assumptions and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions include, among others, assessing the following: the adequacy of liabilities for trade promotion expenses; the recoverability of goodwill; the adequacy of liabilities for employee bonuses and profit-sharing plan contributions; the adequacy of liabilities for self-insured health, workers compensation and vehicle plans; the recoverability and estimated useful lives of property, plant and equipment; and the recoverability of trade accounts receivable. These estimates and assumptions 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 and assumptions.

In the second quarter of 2004, the Company completed a project which implemented a new system to inventory and track its retail freezer cabinets. Previously, the Company had estimated freezer retirements using a sampling methodology. The new system allows for the specific identification of freezers and the recording of retirements when they occur. The change in the methodology for recording retail freezer cabinet retirements did not have a material impact on the Company’s results of operations.

Financial Statement Presentation

Certain reclassifications have been made to prior year financial statements to conform to the current period presentation.

New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). This interpretation, which was subsequently revised in December 2003 (FIN 46-R), clarifies certain issues related to Accounting Research Bulletin No. 51, “Consolidated Financial Statements” and addresses consolidation by business enterprises of the assets, liabilities, and results of the activities of a variable interest entity. The Company has determined that it does not hold a significant variable interest in a variable interest entity under FIN 46-R at September 25, 2004.

Note 3. Inventories

Inventories are stated at the lower of cost (determined by the first-in, first-out method) or market. Inventories at September 25, 2004 and December 27, 2003 consisted of the following:


	Sept. 25, 2004		Dec. 27, 2003
	(In thousands)
Raw materials	$	20,520	$	18,752
Finished goods		144,215		129,674

	$	164,735	$	148,426

Inventories on consignment with retailers and distributors included in the above balances at September 25, 2004 and December 27, 2003 totaled $12,711,000 and $10,674,000, respectively.

Note 4. Butter Investments

Under current Federal and state regulations and industry practice, the price of cream, a primary ingredient in ice cream, is linked to the price of butter. In an effort to proactively mitigate the effects of butter price volatility, the Company will periodically purchase butter or butter futures contracts with the intent of reselling or settling its positions in order to reduce its exposure to the price volatility of this market. Since the Company’s investment in

butter does not qualify as a hedge for accounting purposes, it “marks to market” its investment at the end of each quarter and records any resulting gain or loss as a decrease or increase in Other expense, net.

Investments in butter, included in Prepaid expenses and other in the Consolidated Balance Sheet, had a market value totaling $1,222,000 and $6,277,000 at September 25, 2004 and December 27, 2003, respectively. During the quarters ended September 25, 2004 and September 27, 2003, losses from butter investments, included as a component of Other expense, net, totaled $2,403,000 and $789,000, respectively. During the three quarters ended September 25, 2004 and September 27, 2003, losses from butter investments, included as a component of Other expense, net, totaled $1,429,000 and $832,000, respectively.

Note 5. Deferred Compensation Plan

In April 2004, the Company implemented an unfunded, non-qualified deferred compensation plan (the Plan). The Plan allows a select group of management, as determined by the Deferred Compensation Plan Committee, to defer payment of a portion of their compensation. The deferred compensation will later be paid to the participants or their designated beneficiaries upon retirement, death or separation from the Company. To support the Plan, the Company has elected to purchase Company-owned life insurance. The cash surrender value of the Company-owned life insurance related to deferred compensation, included in Other assets, was $2,791,000 at September 25, 2004. The liability for the deferred compensation, included in Other long-term obligations, was $3,006,000 at September 25, 2004. For the quarter and three quarters ended September 25, 2004, participant contributions totaled $1,095,000 and $3,001,000, respectively. The difference between the cumulative participant contributions and the deferred compensation represents the change in market value during the three quarters ended September 25, 2004.

Note 6. Other Intangibles, Net

The gross carrying amount and related accumulated amortization of other intangibles at September 25, 2004 and December 27, 2003 consisted of the following:


		Sept. 25, 2004						Dec. 27, 2003
				Accum.						Accum.
	Lives	Gross		Amort.		Net		Gross		Amort.		Net
		(In thousands)
Definite-lived other intangibles
Distribution rights	0.5 year	$	—	$	—	$	—	$	292	$	292	$	—
Joint venture agreement	0.5 year								218		218		—
Foreign trademark	0.8 year		66		66		—		66		44		22
Whole Fruit Bar brand	1.0 year		1,819		1,819		—		1,819		919		900
Covenants not to compete	4.3 years		289		85		204		289		34		255
License agreement	6 years		7,000		201		6,799
Distribution agreement ⁽¹⁾	8.2 years								3,783		239		3,544
Call option agreement ⁽¹⁾	8.3 years								1,674		106		1,568
Flavor formulations	10 years		4,365		546		3,819		4,365		221		4,144
Technology agreement	10 years		5,000		86		4,914
Customer relationships – foodservice	14 years		800		71		729		800		30		770
Customer relationships – non-grocery	27 years	&nbs

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