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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to _____________________
Commission file number 333-66221
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R.A.B. HOLDINGS, INC R.A.B. ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
DELAWARE DELAWARE
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(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
13-3893246 13-3988873
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(I.R.S. Employer identification no.) (I.R.S. Employer identification no.)
444 Madison Avenue, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (212) 688-4500
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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 X No
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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. [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes No X
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The registrant's common stock is not publicly held or publicly traded.
INDEX
Page
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PART I
Item 1. Business.................................................................................. 1
(a) General Development of Business................................................ 1
(b) Financial Information about Industry Segments.................................. 1
(c) Narrative Description of Business.............................................. 2
(d) Other Matters.................................................................. 8
(e) Financial Information about Foreign and Domestic Operations.................... 9
Item 2. 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 Registrants' Common Equity and Related Stockholder Matters..................... 10
Item 6. Selected Financial Data................................................................... 10
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................................. 11
Item 7a. Quantitative and Qualitative Disclosures about Market Risk................................ 21
Item 8. Financial Statements and Supplementary Data............................................... 21
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................................... 21
PART III
Item 10. Directors and Executive Officers of the Registrants....................................... 22
Item 11. Executive Compensation.................................................................... 24
Item 12. Security Ownership of Certain Beneficial Owners and Management............................ 26
Item 13. Certain Relationships and Related Transactions............................................ 27
Item 14. Controls and Procedures................................................................... 29
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.......................... 29
PART I
Item 1. Business
(a) General Development of Business
On May 6, 1996, R.A.B. Holdings, Inc., a Delaware corporation
("Holdings"), was formed to build a fully integrated specialty food business by
acquiring food manufacturers with strong brand names and integrating their
products with a strong distribution network. On March 31, 1997, Holdings
acquired Millbrook Distribution Services Inc., a Delaware corporation
("Millbrook"), which is one of the nation's largest value-added full service
independent distributors of specialty foods, health and beauty care products and
general merchandise. On January 26, 1998, Holdings formed a wholly-owned
subsidiary, R.A.B. Enterprises, Inc., a Delaware corporation ("Enterprises"). On
May 1, 1998, Enterprises acquired The B. Manischewitz Company, LLC, a Delaware
limited liability company ("Manischewitz"). Manischewitz is among the nation's
leading manufacturers of processed kosher food products including matzos,
noodles, crackers, cake mixes, cookies, soups and processed fish products.
Concurrent with the Manischewitz acquisition, Holdings contributed its
wholly-owned subsidiary Millbrook to Enterprises. The contribution was accounted
for as an "as if" pooling of interests. Prior to the acquisitions of Millbrook
and Manischewitz, Holdings and Enterprises had no operations. Holdings and
Enterprises are referred to collectively as the "Companies".
On January 31, 2000, Millbrook acquired certain of the assets and
operations of I. Epstein & Sons, Inc. ("Epstein"). Epstein was a full service
distributor of kosher and specialty food products. The acquisition included its
Season(R) brand of canned fish, vegetables and other specialty food products.
Concurrent with the acquisition, the management and ownership of the Season
brand was assumed by Manischewitz.
On April 17, 2000, Millbrook acquired substantially all of the assets
and operations of the Miller Buckeye Biscuit Company, Inc. ("Miller Buckeye").
Miller Buckeye was a distributor of specialty foods, cookies, crackers and
snacks to supermarkets and other retail establishments in Ohio, Pennsylvania,
West Virginia and Western New York.
On November 1, 2000, Manischewitz acquired substantially all of the
assets and operations of Guiltless Gourmet, Inc. ("Guiltless"). Guiltless owned
the number two selling national brand and was a leader in the development of
original baked, not fried, tortilla chips. Guiltless organic baked tortilla
chips, bean dips and salsas are found in natural food supermarkets, supermarket
chains and other grocery and food outlets.
(b) Financial information about Industry Segments
Industry segment information with respect to the operations of Holdings
and Enterprises is included in the notes to the Consolidated Financial
Statements of Holdings and Enterprises for the years ended March 31, 2003, 2002
and 2001 and in Item 8 herein.
1
(c) Narrative Description of Business
Millbrook Distribution Services Inc.
The Industry. Distributors provide value-added services to both
manufacturers and retailers. Manufacturers benefit from distributors broad
geographic coverage, efficient order processing and inventory management.
Distributors provide retailers access to broad product lines, the ability to
place small quantity orders and shelf and inventory management. Large
distributors with broad geographic coverage and an extensive offering of items
generally have a competitive advantage.
Due to consolidations over the past several years, the number of
manufacturers and retailers has decreased. Additionally, retailers have
increasingly focused on reducing their supply chain costs with corresponding
improvements in their margins. As a result, we believe that manufacturers and
retailers are increasingly dependent on distributors to provide a range of
in-store retailing and merchandising functions previously performed by retail
and/or manufacturer personnel. Distributors increasingly are participating in
all stages of marketing for the products distributed, including category
management, promotions, schematic design and display of products. To efficiently
provide such services, technological innovation has become an essential element
in the distribution industry. For smaller distributors, the costs of the
required investments in technology can be prohibitive.
Millbrook is one of only a few distributors that focuses specifically
on the distribution of specialty foods, health and beauty care products and
general merchandise. The fast growing specialty food business encompasses a wide
range of items in categories such as imported and domestic gourmet foods, as
well as natural, health and ethnic foods. Specialty foods typically generate
higher margins for retailers than those realized on other mainstream grocery
categories sold in supermarkets. In addition, the demographic trends in the
United States have sparked consumer demand for more specialty food products. As
a result, supermarkets are adding more specialty food items to their product
offerings, and aggressively promoting them in an attempt to capture a higher
market share.
Retailers are employing a number of marketing techniques to increase
the sales of high margin specialty food items. Stores are using kiosks and free
standing displays to attractively present the products to the consumer. In
addition, retailers have segregated specialty foods into specific categories,
such as ethnic foods, natural foods, cookies and sauces. By utilizing a
"store-within-a-store" approach for specialty food, the products receive prime
shelf space within the store. Retailers also integrate specialty foods into
general product categories to familiarize consumers with unique and higher
margin products with the objective of increasing awareness and generating trial
usage among the broader consumer market. Merchandising expertise is a key
criteria for a retailer in determining its choice of a specialty food
distributor.
The health and beauty care segment includes baby care, cosmetics,
deodorants, first-aid, hair care, over-the-counter medications, toiletries, oral
hygiene and skin care products. The general merchandise segment covers a wide
variety of non-food categories including housewares, pet supplies, stationery,
baby needs, photo and cleaning supplies. Competition in both the health and
beauty care and general merchandise categories has been intense due to the
growth of mass merchandisers that have captured market share by offering larger
assortments at "everyday low pricing." Despite losing market share, supermarkets
have maintained a stable base of customers and are expected to continue to be a
key outlet for health and beauty care products and general merchandise by
expanding product variety and offering customers one-stop shopping.
2
Products Distributed. Through its comprehensive product offerings,
Millbrook distributes a wide variety of products to its customers.
Specialty Foods. For the years ended March 31, 2003, 2002 and 2001,
specialty food sales were approximately $241.1 million, $287.3 million and
$298.9 million and represented 52.5%, 52.4% and 49.2% of Millbrook's total
revenues, respectively. The decline in specialty food sales is primarily related
to a decision made by a prior customer to move to self-distribution, customer
financial difficulties and customer bankruptcies. Millbrook's specialty food
category consists of approximately 14,500 items including ethnic, gourmet,
organic and natural foods and supplements. Millbrook offers ethnic foods such as
kosher, Asian, Italian, Irish, Mexican, Greek and German products, and gourmet
foods such as teas, coffees, spices, baking ingredients, condiments, candies,
crackers, cookies, jams and jellies. Millbrook's organic and natural food
products and supplements include items such as grains, cereals, snacks,
beverages, energy bars, baking ingredients, pasta and sauces.
We continue to view the specialty food category as an opportunity for
future growth. Due to the higher margins associated with specialty foods,
supermarkets continue to add new specialty food items to their product
offerings. To accommodate its retail customers' desire for a broader offering of
specialty foods, Millbrook carries a wide variety of specialty food products. We
believe that Millbrook's product breadth, together with its merchandising
expertise and advanced technology in supply chain management, will continue to
enable its retail customers to capture the advantages of this product category.
Health and Beauty Care. For the years ended March 31, 2003, 2002 and
2001, health and beauty care sales were approximately $183.7 million, $202.5
million and $223.5 million and represented 40.0%, 37.0% and 36.8% of Millbrook's
total revenues, respectively. The decline in health and beauty care sales is
principally due to customer bankruptcies. Millbrook currently carries
approximately 16,000 health and beauty care items, including a full line of
national and private label brands.
Health and beauty care product offerings have grown due to new product
introductions and the growth in over-the-counter medications. This creates the
need for retailers to maximize variety in minimal shelf space. In recent years,
supermarkets, Millbrook's primary customer base, have lost market share in
health and beauty care products to mass merchandisers and drug store chains.
However, supermarkets have begun to recapture lost market share by increasing
the shelf space allocated to health and beauty care items and expanding the
variety of those items carried. We believe that Millbrook's capabilities and
extensive product selection make it qualified to serve both the growing mass
merchandiser demand and meet the needs of the supermarket retailers for health
and beauty care items.
General Merchandise. For the years ended March 31, 2003, 2002 and 2001,
general merchandise sales were approximately $34.7 million, $58.0 million and
$85.4 million and represented 7.5%, 10.6% and 14.0% of Millbrook's total
revenues, respectively. The decline in general merchandise sales reflects the
change in Millbrook's customer base due to a decision made by a prior customer
to move to self-distribution, customer financial difficulties and customer
losses. Millbrook currently carries approximately 8,500 general merchandise
items. Although the traditional supermarket cannot afford to devote as much
space to the general merchandise category as compared to the mass merchandisers,
supermarkets have the advantage of more frequent customer traffic. This consumer
traffic ensures that supermarkets will remain a key outlet for general
merchandise. In addition, targeting certain departments such as pet, bath,
candle and stationery as destination categories adds to the importance of
general merchandise in supermarkets.
3
Retail Services. Millbrook traditionally has supplemented its product
distribution with full supporting services such as schematic development
(including planogramming), space management, new store installations, remodeling
of existing stores, order writing, stocking, new item placement and development
and management of promotions.
Over time, gross profit margins for these services have eroded
principally as a result of the retail strategy of "everyday low pricing." As a
result, Millbrook utilizes a system to "unbundle" each of the elements of the
full-service program and use activity-based costing to charge the customer for
each supporting service on a stand-alone basis. Millbrook offers these services
to its customers through its Millbrook Retail Solutions(SM) group, which is
solely focused on providing merchandising services.
By using a predominantly part-time hourly workforce, management
believes Millbrook Retail Solutions has cost advantages over manufacturers and
retailers. Consequently, outsourcing these functions to Millbrook Retail
Solutions' experienced personnel, combined with Millbrook's established customer
base and technology infrastructure, appropriately position Millbrook in the
competitive retail service industry. In particular, we believe that Millbrook's
advanced technology in planogramming and its category management capabilities
enable it to provide service offerings that are not readily available from the
competition.
Customers. Millbrook's top ten customers, which collectively
represented approximately 64%, 63% and 61% of its revenues during the years
ended March 31, 2003, 2002 and 2001, respectively, have been customers for an
average of 18 years. For the year ended March 31, 2003, supermarkets represented
approximately 90% of revenues and mass merchandisers and chain drug stores
represented approximately 10% of revenues. While Millbrook enjoys long-term
relationships with most of its customers, consistent with industry practice,
substantially all of Millbrook's customer supply agreements are on a
month-to-month basis. Millbrook does have multi-year supply agreements with
certain of its significant customers. None of these supply agreements is for a
period of greater than three years.
For the year ended March 31, 2003, Millbrook's two largest customers,
Shaw's Supermarkets and Royal Ahold N.V., together represented approximately 37%
of its total revenues. For the years ended March 31, 2002 and 2001, Millbrook's
two largest customers, Shaw's Supermarkets and Ames Department Stores ("Ames"),
together represented approximately 32% and 28% of its total revenues,
respectively. During the year ended March 31, 2003, Ames announced its decision
to liquidate under Chapter 7 of the Bankruptcy Code.
Suppliers. Millbrook purchases products from leading suppliers in each
of its categories. For the year ended March 31, 2003, the five largest suppliers
in each of Millbrook's three principal product categories were:
(i) for specialty foods, World Finer Foods, The Hain Celestial
Group, The B. Manischewitz Company, LLC, Unilever (Best Foods
and Lipton) and R.C. Bigelow;
(ii) for health and beauty care products, Procter & Gamble, Johnson
& Johnson, Pfizer/Warner Lambert, Unilever HPC and Wyeth
Consumer Health Care; and
(iii) for general merchandise, Signature Brands, Hartz Mountain
Corp., General Electric, Mead Products and Bradshaw
International.
For the year ended March 31, 2003, the five largest suppliers
represented (i) for specialty foods, 15% of total purchases; (ii) for health and
beauty care products, 19% of total purchases; and (iii) for general merchandise,
2% of total purchases.
4
The B. Manischewitz Company, LLC
The Industry. According to Progressive Grocer, the U.S. grocery
industry has been characterized by relatively stable growth based on modest
price and population increases, with total sales of approximately $535.4 billion
in 2002 reflecting a compound annual growth rate of 4.4% for the five years
ended 2002. According to Integrated Marketing Communications, Inc., kosher foods
remain one of the fastest growing categories of the specialty food segment and
are characterized by a stable base of loyal consumers represented primarily by
the Jewish population. According to Integrated Marketing Communications, Inc.
and Packaged Facts, since 1992, sales of kosher foods have increased
significantly among non-Jewish consumers due to heightened awareness of the
quality of ingredients, rabbinical supervision and processing techniques used in
manufacturing kosher foods, together with growing interest in healthier foods
and the trend toward healthier lifestyles.
Kosher foods are manufactured in accordance with Jewish dietary laws,
which require strict adherence to quality and cleanliness standards. Achieving
such standards requires specialized knowledge and the supervision of a
designated kosher certification agency. Due to the production methods used,
kosher products generally are considered to contain higher quality and healthier
ingredients. According to Integrated Marketing Communications, Inc.,
approximately 40% of the overall kosher category is kosher for Passover
products, which are prepared under even more stringent guidelines than kosher
products consumed throughout the year.
Products. Manischewitz' core businesses consist of traditional products
sold primarily to Jewish consumers under the Manischewitz brand; canned fish and
condiments under the Season brand; and natural and organic snack foods sold
under the Guiltless Gourmet(R) brand. Manischewitz is a manufacturer of products
historically consumed during certain Jewish holidays, principally Passover which
occurs during the spring, and Rosh Hashanah which occurs during the fall.
Manischewitz believes that, among the Jewish population, approximately 100%
recognize the Manischewitz brand name and 90% have tried one or more
Manischewitz products. Manischewitz believes that, among the non-Jewish
population, approximately 80% are familiar with the Manischewitz brand name and
over 50% have tried one or more Manischewitz products. Guiltless Gourmet and
Season products are consumed throughout the year.
Manischewitz has built its brand awareness and consumer base by
offering a broad assortment of products that can be consumed throughout the
year, as well as expanding its product offerings to accommodate changing tastes
and the popularity of various food items. Manischewitz' recent product offerings
include a line of pasta products, concord grape matzo and the introduction of
canister packaging for its meal, starch and farfel products. Many of the new
product offerings are intended to appeal to the mainstream population to expand
the customer base for Manischewitz' product line.
Manischewitz also licenses its name to other entities for use in the
manufacture, distribution and sale of certain kosher products including wine and
other food products. For each of the years in the three year period ended March
31, 2003, licensing revenues represented less than 2% of Manischewitz' total
revenues.
Baked Products. Baked products include daily matzo, Passover matzo
(which is produced to more exacting standards dictated by religious tenets for
Passover) and crackers. The majority of these products are baked at
Manischewitz' Jersey City, New Jersey facilities. Matzo products in this
category are sold under the Manischewitz(R), Horowitz Margareten(R) and
Goodman's brand names. Matzo product sales generated approximately 30.1%, 29.7%
and 33.5% of Manischewitz' total revenues in fiscal 2003, 2002 and 2001,
respectively. Manischewitz has a license agreement with Goodman's to use its
name on matzo products and matzo-related products through 2005. In fiscal 2003,
matzo products and matzo-related products sold under the Goodman's name
represented less than 1% of Manischewitz' total revenues.
5
Manufactured Products. Manufactured products consist of a variety of
soups, sauces, fish, borscht and other processed foods. The majority of these
products are produced at Manischewitz' Vineland, New Jersey facility.
Manufactured product sales accounted for approximately 16.5%, 16.6% and 17.6% of
Manischewitz' total revenues in fiscal 2003, 2002 and 2001, respectively.
Co-Packed Products. Manischewitz markets a number of co-packed
products, including cookies, confectionery products, noodles, pasta, tortilla
chips, salsa, condiments, dry soup mixes and canned fish principally under the
Manischewitz, Horowitz Margareten, Goodman's, Season and Guiltless Gourmet brand
names. Manischewitz expects to continue to employ co-packers as a capital
efficient means of bringing its new products to market. Co-packed products
generated approximately 52.4%, 52.3% and 46.4% of Manischewitz' total revenues
in fiscal 2003, 2002 and 2001, respectively.
Marketing and Product Development. In fiscal 2003, 2002 and 2001,
spending on marketing and trade promotion represented approximately 5.7%, 5.9%
and 5.1% of total revenues, respectively. Consistent with its overall business
strategy, management focused its spending on advertising, marketing and
promotion of Manischewitz' products and expanding the distribution of its
Guiltless Gourmet and Season product lines. In addition, during fiscal 2002,
Manischewitz began sponsoring "Jewish Cooking in America" on Public Broadcasting
Service.
The Manischewitz product line continues to be expanded to strengthen
and broaden its popular appeal. Packaging has been updated to better communicate
good taste and high quality, enhance visibility on store shelves and attract a
broader spectrum of Jewish and non-Jewish consumers. Manischewitz has introduced
no-fat and low-fat items to reinforce the positive health aspects of its
products. Where appropriate, recipes have been improved and new flavors
introduced. In addition, Manischewitz has introduced new products targeted at
both Jewish and non-Jewish consumers and has begun to capitalize on the positive
Manischewitz brand image among consumers. Further, the Guiltless Gourmet brand
allows Manischewitz to capitalize on the growth of natural and organic foods by
developing new products to broaden the brand's presence and take advantage of
Manischewitz' distribution base.
Distribution. Manischewitz principally sells its products to
independent distributors operating throughout the U.S. and Canada. Manischewitz'
two largest distributors, together represented approximately 53.9%, 49.9% and
50.7% of total revenues in fiscal 2003, 2002 and 2001, respectively. For each of
the years in the three year period ended March 31, 2003, one of the two largest
distributors was Manischewitz' affiliate, Millbrook. Among its customer base,
supermarkets represented approximately 90% of Manischewitz' fiscal 2003 total
revenues and other customers represented approximately 10%. We believe that
Manischewitz' largest supermarket customers are Albertson's, Kroger, Safeway,
Wakefern, Publix and Royal Ahold.
We estimate that Manischewitz' products are sold in a majority of the
supermarkets throughout the U.S. Due to their importance to Jewish consumers,
Manischewitz' products are "must carry" items for many supermarkets in the U.S.
We continue to seek to obtain shelf space from supermarkets in sections other
than in the kosher aisle. The ability to display Manischewitz' products in the
non-kosher supermarket aisles for products such as crackers, noodles, soups and
side dishes, will enhance awareness of Manischewitz' products, particularly
among non-Jewish consumers. We believe the Guiltless Gourmet brand will benefit
from expanded distribution in both the natural and snack food aisles in
supermarkets.
6
Raw Materials
The Companies, through their Manischewitz subsidiary, utilize a number
of raw materials in the manufacture of its matzo and matzo-related products,
principally flour. Manischewitz utilizes significant quantities of various fish
in the manufacture of its gefilte fish and the co-packing of its other canned
fish products. Manischewitz also purchases organic corn and spices for the
co-packing of its Guiltless tortilla chips. Supplies of these ingredients are
readily available from a number of sources and are purchased based on quality
and price.
Competition
Millbrook Distribution Services Inc.
Specialty Foods. The competition in the specialty foods segment is
fragmented among approximately 100 distributors, most of which are small and
geographically limited. Millbrook is able to compete effectively in the
specialty foods segment based on its breadth of products and its logistics
capabilities. Its "piece pick" capability gives Millbrook's retailers product
variety without the inventory investment in slower-moving, high margin specialty
food products. Unlike most other specialty food distributors, Millbrook offers a
single source of supply for specialty foods, health and beauty care products and
general merchandise. This generates transportation and distribution efficiencies
for Millbrook. Millbrook's principal competitors in this segment are Gourmet
Awards, Haddon House, Distribution Plus, Inc. and Kehe Food Distributors, Inc.
Health and Beauty Care. Supermarkets historically have placed health
and beauty care products wherever shelf space was available. As supermarkets do
not have the available shelf space to compete with the breadth of health and
beauty care items carried by mass merchandisers, they have become reliant on
delivery and inventory techniques that maximize product variety. Management is
of the opinion that Millbrook's "piece pick" capability and breadth of health
and beauty care product assortment allows its supermarket customers to
effectively compete with mass merchandisers in this product category.
Millbrook's principal competitors in this segment are SuperValu, Nash Finch and
Associated Wholesale Grocers.
General Merchandise. Supermarkets are refocusing their efforts to carry
general merchandise specifically matched to their customer profiles and
rethinking the manner in which they allocate shelf space. We believe product
competition in selection and promotion at the retail level favors distributors
such as Millbrook. Millbrook's buying power results in a large assortment of
general merchandise that is continually tailored to meet its customers' and the
consumers' needs. Through Millbrook's "piece pick" capability, this assortment
is available to the retailers with a lower inventory investment and space
allocation. Millbrook's principal competitors in this segment are SuperValu,
Nash Finch and Associated Wholesale Grocers.
Retail Services. The retail services industry is competitive and is
predominantly comprised of a large number of small organizations that are either
retailer, channel or region specific. In the opinion of management, there are
numerous retail service companies competing with Millbrook Retail SolutionsSM .
The principal competitive factors within the industry include (i) breadth and
quality of client services; (ii) price; (iii) the ability to execute specific
client priorities rapidly and consistently over a wide geographical region; and
(iv) technological capability.
We believe the combination of the quality of Millbrook Retail
Solutions' client services and Millbrook's breadth of expertise, including its
retail-oriented technology, experience at store level and logistics capabilities
is unique in the industry.
7
The B. Manischewitz Company, LLC
Manischewitz competes within a small group of branded kosher food
manufacturers. In the matzo category, all of the domestic producers have been in
the industry for over 80 years. The strength of Manischewitz' brand names and
the complexities of complying with kosher manufacturing requirements have all
contributed to the stability of the competitive environment faced by
Manischewitz. Management's business strategy includes promoting and marketing
Manischewitz products in the non-kosher aisles of supermarkets. However, outside
the kosher aisle, Manischewitz products compete with the products of a
significant number of companies of varying sizes, including divisions or
subsidiaries of larger companies. Many of these competitors have multiple
product lines as well as substantially greater financial and other resources
available to them.
Manischewitz' primary competitor in the production and distribution of
matzo is Streit's, a New York based family-owned regional marketer. Within the
gefilte fish market, Manischewitz competes primarily with Rokeach and its
related brands, including Mothers, Old Vienna and Mrs. Adlers. For Manischewitz'
Guiltless Gourmet brand, the primary competitors in the marketing and
distribution of its all-natural snack products are Frito Lay, a division of
PepsiCo, Inc. and Skinny, a division of nSpired Natural Foods. For Manischewitz'
Season brand, the primary competitors in the marketing and distribution of its
canned fish products are Beach Cliff, Brunswick, King Oscar and Bumble Bee
Seafoods, LLC.
Management believes that Manischewitz' loyal customer base and name
recognition make the brand less vulnerable to competition with respect to its
core products.
Trademarks
Manischewitz owns a number of registered trademarks in the U.S.,
Canada, Europe, Israel, South Africa and South America. The registered
trademarks in the U.S. include Manischewitz(R), Horowitz Margareten(R), Onion
Tams(R), Passover Pantry(R), Tam Tam(R), Vege-Matzo(R), Wheat Tams(R), Design
Star of David(R), Star of David & Lion Design(R), Fishlets(R), Design of Star,
Lion & Scroll(R), Deborah Ross & Design(R), Bakit(R), Garlic Tam(R), Horowitz
Margareten & Design(R), Season(R), Season Kosher Select(R), Gold Boat(R),
Atlantic Gourmet(R), Moadim(R), Guiltless Gourmet(R), Gourmet without Guilt(R)
and Noshables(R). Manischewitz has granted exclusive licenses under certain of
its trademarks to others for the manufacture and sale of wine and other food
products. Such licenses are limited in scope to certain territories and entitle
Manischewitz to royalties based on the net sales or revenues of the licensed
products sold. Management is not aware of any facts that would have a material
adverse impact on the continued use of any of its trademarks and trade names.
(d) Other Matters
Employees
As of March 31, 2003, we had approximately 1,400 full-time employees,
120 part-time employees and the ability to draw upon 300 service merchandisers
on-call nationwide.
Millbrook has approximately 180 unionized workers. Most of the
unionized workers are located at the East Brunswick, NJ and Youngstown, OH
distribution centers. These workers are represented under contracts with
Teamsters Local 802 in East Brunswick, which was ratified in December 2000 and
will expire in June 2006 and Teamsters Local 377 in Youngstown, which was
ratified in April 2000 and will expire in July 2004.
8
Manischewitz has approximately 130 unionized workers at the Jersey
City, NJ and Vineland, NJ facilities. Most of the unionized workers at the
Jersey City, NJ facility are represented under a contract with Bakery,
Confectionery and Tobacco Workers International Union (AFL-CIO, Local 3), which
was ratified in October 2000 and will expire in September 2005. The unionized
workers at the Vineland, NJ facility are represented under a contract with
United Food and Commercial Workers Union (Local 56), which was ratified in May
2000 and will expire in April 2005.
Management believes that Manischewitz' and Millbrook's relations with
their employees and the unions representing certain groups of employees are
generally good.
(e) Financial Information about Foreign and Domestic Operations
Millbrook provides distribution services to retail locations in 43
states throughout the United States, primarily east of the Rocky Mountains.
Manischewitz' products are primarily sold through distributors throughout the
United States. Revenues generated by sales to distributors primarily in Canada,
Europe and the Middle East accounted for less than 4% of Manischewitz' revenues
in each of the years in the three year period ended March 31, 2003.
Item 2. Properties
Facilities. Millbrook's corporate headquarters, where management and
administrative functions are performed, is located in Leicester, Massachusetts.
Millbrook currently uses five distribution centers:
Approximate Lease
Square Expiration
Property Location Own or Lease Footage Date
- -------- -------- ------------ ----------- ----------
National Support Center/Distribution Center......... Harrison, AR Own 1,200,000 --
Corporate Headquarters/Distribution Center.......... Leicester, MA Lease 188,000 11/30/06
Distribution Center................................. Youngstown, OH Lease 262,000 03/31/07
Distribution Center................................. Worcester, MA Lease 241,300 08/31/07
Distribution Center................................. E. Brunswick, NJ Lease 177,600 07/31/08
During the year ended March 31, 2001, Millbrook closed its Ozark, AL
distribution center and it is presently being marketed for sale. In addition,
Millbrook uses 49 transfer depots located in 18 states.
Millbrook owns or leases its fleet of approximately 80 tractors, 230
trailers and 120 vans.
Manischewitz' corporate headquarters, where management and
administrative functions are performed, is located in Jersey City, New Jersey.
Manischewitz occupies the following properties, all of which are used in
connection with its food business:
Approximate
Square
Property Location Own or Lease Footage
- -------- -------- ------------ -----------
Bakery/Warehouse/Office............................. Jersey City, NJ Own 139,100
Manufacturing facility.............................. Vineland, NJ Own 67,700
The Jersey City, New Jersey bakery operates on a two-shift basis during
four months of the year and a three-shift basis during seven months of the year.
Each shift consists of eight hours. The plant, which has computerized production
equipment, is shut down for the month of July for maintenance and to prepare the
plant to meet the kosher requirements for Passover production.
9
The Vineland, New Jersey manufacturing and warehousing facility is
located on a five-acre site. It has the capacity to produce 11,000 pounds of
processed fish per shift. The facility generally operates on a single shift
basis throughout the year, with its primary maintenance period in April.
Item 3. Legal Proceedings
Holdings and Enterprises are subject to various legal actions,
regulatory investigations and proceedings and claims threatened or pending in
the normal course of their business. Neither Holdings nor Enterprises is a party
to any action or proceeding which, in the opinion of management, to the extent
not provided for through insurance, indemnification or established reserves, is
likely to have a material adverse effect on their consolidated financial
condition or consolidated results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrants' Common Equity and Related Stockholder Matters
None.
Item 6. Selected Financial Data
The selected consolidated financial data of Holdings and Enterprises
presented below as of March 31, 2003 and 2002 and for each of the years in the
three year period ended March 31, 2003 were derived from the audited
consolidated financial statements of Holdings and Enterprises (the "Consolidated
Financial Statements") set forth herein. The selected consolidated financial
data as of March 31, 2001, 2000 and 1999 and for the years ended March 31, 2000
and 1999 were derived from the Consolidated Financial Statements of Holdings and
Enterprises which are not presented herein. The data should be read in
conjunction with the Consolidated Financial Statements, related notes and other
financial information included herein.
Holdings Enterprises
----------------------------------------------- ----------------------------------------------
For the years ended March 31, 1999 2000 2001 2002 2003 1999 2000 2001 2002 2003
- ----------------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
(Dollars in Thousands)
Statement of Operations Data:
Revenues..................... $508,293 $580,531 $652,331 $596,302 $508,082 $508,293 $580,485 $652,331 $596,302 $508,082
Gross profit................. 123,457 138,089 162,723 147,665 123,184 123,457 138,043 162,723 147,665 123,184
Operating expenses........... 113,533 122,124 153,965 137,740 110,142 113,533 122,103 153,888 137,674 110,035
Operating income............. 9,924 15,965 8,758 9,925 13,042 9,924 15,940 8,835 9,991 13,149
Interest expense, net........ 20,020 18,960 20,357 19,047 16,771 14,949 15,888 17,193 15,722 14,495
Provision (benefit) for income
taxes..................... (3,174) (1,146) (3,411) (2,602) 4,908 (1,399) 288 (2,139) (1,642) 4,308
Loss before extraordinary item (6,922) (1,849) (8,188) (6,520) (8,637) (3,626) (236) (6,219) (4,089) (5,654)
Extraordinary loss on
modification of debt....... (500)
Extraordinary gain, net
of income taxes........... 12,914 3,194 4,742 3,194
Cumulative effect of change in
accounting principle...... (24,230) (24,230)
Net income (loss)............ (6,922) 11,065 (4,994) (6,520) (33,367) (3,626) 4,506 (3,025) (4,089) (29,884)
Balance Sheet Data:
Working capital.............. $ 51,288 $ 54,549 $76,310 $ 46,106 $ 45,782 $ 46,382 $ 55,066 $ 77,137 $ 50,412 $ 50,670
Property, plant and equipment, 38,467 37,199 32,629 29,486 25,285 38,467 37,199 32,629 29,486 25,285
net.......................
Total assets................. 297,992 290,178 311,008 262,104 222,127 279,838 285,715 310,668 264,573 226,536
Total debt................... 184,049 170,089 204,973 168,592 165,327 136,049 145,089 179,973 143,592 140,340
10
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis of Holdings' and Enterprises'
financial condition and results of operations should be read in conjunction with
the financial information included in their Consolidated Financial Statements.
Overview
Holdings was formed in 1996 to build a fully integrated specialty food
business by acquiring food manufacturers with strong brand names and integrating
their products with a strong distribution network. On March 31, 1997, Holdings
acquired Millbrook from McKesson. On May 1, 1998, Enterprises, a wholly-owned
subsidiary of Holdings, acquired Manischewitz. The results of operations of
Manischewitz are included in the consolidated results of operations since its
date of acquisition. Concurrent with the Manischewitz acquisition, Holdings
contributed Millbrook to Enterprises. This contribution was accounted for as an
"as if" pooling of interests. Prior to its acquisition of Millbrook, Holdings
had no operations. Enterprises, which was formed in 1998 to acquire
Manischewitz, had no operations prior to that acquisition.
On January 31, 2000, Millbrook acquired certain of the assets and
operations of Epstein. On April 17, 2000, Millbrook acquired substantially all
of the assets and operations of Miller Buckeye. On November 1, 2000,
Manischewitz acquired substantially all of the assets and operations of
Guiltless. The operating results of Epstein's distribution business and Miller
Buckeye are reflected in the operating results of Millbrook since their
respective dates of acquisition. The operating results of the Season brand
business and Guiltless are reflected in the operating results of Manischewitz
since their respective dates of acquisition.
General
Holdings' and Enterprises' operating subsidiaries are Millbrook and
Manischewitz. Operating costs and expenses consist of cost of sales,
distribution and warehousing and selling, general and administrative expenses.
Cost of sales includes the cost of products manufactured and purchased by
Manischewitz, including raw materials, products purchased under co-packing
arrangements and manufacturing payroll and related employee benefit costs, and
the cost of products distributed by Millbrook. Distribution and warehousing
expenses include payroll and related employee benefit costs of Millbrook's
distribution operation, Manischewitz' third-party storage costs and
transportation costs. Selling, general and administrative expenses include
payroll and related employee benefit costs of Millbrook's and Manischewitz'
various sales organizations and other general and administrative functions.
Year Ended March 31, 2003 Compared to the year ended March 31, 2002
Revenues. Revenues for the year ended March 31, 2003 decreased $88.2
million or 14.8% to $508.1 million as compared to $596.3 million for the year
ended March 31, 2002. Revenues include:
(i) Millbrook's revenues of $459.5 million for the year ended
March 31, 2003 as compared to $547.8 million for the year
ended March 31, 2002;
(ii) Manischewitz' revenues of $62.1 million for the year ended
March 31, 2003 as compared to $60.5 million for the year ended
March 31, 2002; and
11
(iii) Intersegment sales, which are eliminated in consolidation, of
$13.5 million for the year ended March 31, 2003 as compared to
$12.0 million for the year ended March 31, 2002.
Millbrook's revenues decreased $88.3 million or 16.1% for the year ended March
31, 2003 as compared to the prior year. The decrease in revenues is principally
due to decreased sales to certain customers as a result of several factors,
including a decision made by a prior customer to move to self-distribution;
customer financial difficulties and bankruptcies; customer losses; and an
overall decline in specialty food revenues resulting from lower than expected
retail sales at a number of Millbrook's customers, the aggregate of which
exceeded the growth of sales to certain other customers. The customer financial
difficulties include Ames Department Stores, one of Millbrook's significant
customers, announcing its decision to liquidate under Chapter 7 of the
Bankruptcy Code in August, 2002.
Manischewitz' revenues increased $1.6 million or 2.6% for the year ended March
31, 2003 as compared to the prior year. This increase is principally due to
increased sales of Manischewitz brand products resulting from new product
introductions, product packaging innovation and an overall reduction in the
number and amount of promotional selling programs.
Gross Profit. Gross profit for the year ended March 31, 2003 was $123.2
million as compared to $147.7 million for the year ended March 31, 2002, a
decrease of $24.5 million or 16.6%. As a percentage of revenues, the gross
profit margin was 24.2% for the year ended March 31, 2003 as compared to 24.8%
for the year ended March 31, 2002.
The decrease in gross profit dollars and its impact on gross profit margin is
primarily due to the following:
(i) decreased gross profit dollars associated with Millbrook's
lower revenues ($23.6 million) and decreased gross profit
margin (0.3%) resulting from the shift in Millbrook's customer
base from serviced to non-serviced customers and a shift in
product mix from higher margin specialty food products to
lower margin health and beauty care products; and
(ii) decreased gross profit margin (0.2%) for Guiltless Gourmet
brand products at Manischewitz resulting from the promotional
costs of launching several new Guiltless Gourmet products
during fiscal 2003.
Operating Expenses. Distribution and warehousing expenses for the year
ended March 31, 2003 were $45.5 million as compared to $54.1 million for the
year ended March 31, 2002. As a percentage of revenues, distribution and
warehousing expenses decreased to 9.0% for the year ended March 31, 2003 as
compared to 9.1% for the year ended March 31, 2002. Distribution and warehousing
costs were impacted by the following:
(i) lower warehousing headcount due to reductions made during the
second half of fiscal 2002 and during the year ended March 31,
2003 directly related to customer losses and additional
headcount reductions realized from a cost reduction program
implemented by Millbrook's management to more efficiently
deploy warehouse personnel; and
(ii) lower transportation costs realized from cost reduction
programs implemented by Millbrook's management to achieve more
efficient routing and enhanced utilization of its fleet.
12
Selling, general and administrative expenses for the year ended March
31, 2003 were $64.6 million as compared to $79.4 million for the year ended
March 31, 2002. As a percentage of revenues, selling, general and administrative
expenses decreased to 12.7% for the year ended March 31, 2003 as compared to
13.3% for the year ended March 31, 2002. This decrease is principally due to the
following:
(i) lower headcount in Millbrook's salesforce due to reductions
made during the second half of fiscal 2002 and during the year
ended March 31, 2003 directly related to customer losses and
the shift in Millbrook's customer base from serviced to
non-serviced customers; and
(ii) lower headcount in Millbrook's selling, general and
administrative functions realized from a cost reduction
program implemented by Millbrook's management to streamline
its workforce.
Amortization of intangibles was approximately $43,000 for the year
ended March 31, 2003, as compared to $4.2 million for the year ended March 31,
2002. This decline resulted from the adoption of SFAS No. 142, which provides
that only intangible assets with definite lives continue to be amortized.
Following the quarter ended June 30, 2002, the Company did not have any
remaining intangible assets with definite lives.
Interest Expense. Interest expense for the year ended March 31, 2003
was $16.8 million (consisting of $2.3 million for Holdings and $14.5 million for
Enterprises, respectively) as compared to $19.0 million (consisting of $3.3
million for Holdings and $15.7 million for Enterprises, respectively) for the
year ended March 31, 2002. The decrease in interest expense is primarily
attributable to lower interest rates on lower levels of debt outstanding under
the Company's Credit Agreement and the amendment by Holdings of the Indenture
underlying 92% ($23.0 million) of its 13% Notes outstanding. The amendment,
among other things, reduced the interest rate to 6% per annum and increased the
aggregate outstanding principal by approximately $1.5 million, representing the
deferred May 2002 interest payment. The average interest rate on Holdings' and
Enterprises' debt outstanding during the year ended March 31, 2003 was 8.9%.
Taxes. The provision for income taxes for the year ended March 31, 2003
was $4.9 million for Holdings and $4.3 million for Enterprises as compared to an
income tax benefit of $2.6 million for Holdings and $1.6 million for Enterprises
for the year ended March 31, 2002. Historically, the Company did not need a
valuation allowance (with the exception of Holdings' state tax loss
carryforwards) for the portion of the tax effect of net operating losses equal
to the amount of tax-deductible amortization of identified intangibles expected
to occur during the carryforward period of the net operating losses based upon
the timing of the reversal of other temporary differences. As a result of the
adoption of SFAS No. 142, the reversal will probably not occur during the
carryforward period of the net operating losses. Therefore, Holdings and
Enterprises recorded a deferred non-cash income tax expense of approximately
$4.7 million and $4.2 million, respectively, during the year ended March 31,
2003. In addition, Holdings and Enterprises recorded non-cash valuation
allowances to offset their respective income tax benefits from operations and
the extraordinary loss on modification of debt of $2.7 million and $1.8 million,
respectively. Both the deferred non-cash income tax benefit and the non-cash
valuation allowances recorded in the Company's operating results would have not
been required prior to the adoption of SFAS No. 142.
13
Cumulative Effect of Change in Accounting Principle. Effective April 1,
2002, the Company adopted SFAS No. 142 "Goodwill and Other Intangible Assets".
Under this standard, goodwill and intangibles with indefinite useful lives,
including trademarks and tradenames are no longer systematically amortized.
Instead, they are reviewed for impairment and written down and charged to
results of operations when their carrying amount exceeds their estimated fair
values. With the assistance of an independent professional appraisal firm, the
Company performed impairment tests on the excess of cost over net assets
acquired ("goodwill") and intangibles. The previous method for determining
impairment prescribed by SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," utilized an
undiscounted cash flow approach for the impairment assessment, while SFAS No.
142 utilizes a fair value approach. The Company has two reporting units
(Millbrook and Manischewitz) with goodwill and intangibles, which also represent
the Company's reporting segments. Goodwill and intangibles were reviewed for
impairment at the level of each reporting unit. This review indicated that the
goodwill recorded at the Company's Manischewitz subsidiary was impaired as the
carrying value of the subsidiary was in excess of its estimated fair value. In
determining the amount of the goodwill writedown, SFAS No. 142 requires an
allocation of the estimated fair value to Manischewitz' net assets. This
allocation resulted in a significant increase in the value of the subsidiary's
trademarks and tradenames, which under the provisions of SFAS No. 142 may not be
written up from their historical carrying value. Since the allocation process
utilizes the increased value of the trademarks and tradenames in arriving at the
remaining amount of goodwill to be compared to the historical carrying value of
goodwill, the amount of goodwill writedown is increased. As a result, the
Company recorded a $24.2 million non-cash charge as a cumulative effect of a
change in accounting principle for the writedown of goodwill to its estimated
fair value during the year ended March 31, 2003. The goodwill writedown was not
deductible for income taxes and, as a result, no income tax benefit was recorded
in relation to the charge.
Extraordinary Item - Modification of Debt. Effective May 1, 2002,
Holdings amended the Indenture underlying 92% ($23.0 million) of its 13% Notes
outstanding. The amendment (i) reduced the interest rate to 6% per annum, (ii)
extended their maturity date from May 1, 2008 to May 1, 2010 and (iii) increased
the aggregate outstanding principal by approximately $1.5 million, representing
the deferred May 2002 interest payment. Holders of the amended Notes received
warrants granting them the right to purchase up to approximately 5% of Holdings'
common stock. The Company, at its option, may defer the payment of cash interest
on the 6% Notes for ten semi-annual interest payment dates through May 1, 2007.
The changes contained in the amendment constitute a material modification of the
Indenture requiring the historical deferred debt issuance costs to be written
off. Accordingly, debt issuance costs of $0.5 million were written off and
reported as an extraordinary item in the accompanying statement of operations
during the year ended March 31, 2003. The income tax benefit of $0.2 million
related to the extraordinary item was offset by a valuation allowance required
by the adoption of SFAS No. 142.
Net Income (Loss). As a result of the foregoing, the net loss for the
year ended March 31, 2003 was $33.4 million for Holdings and $29.9 million for
Enterprises as compared to $6.5 million for Holdings and $4.1 million for
Enterprises for the year ended March 31, 2002. Given the non-cash impact of the
adoption of SFAS No. 142 and the related income tax valuation allowances
recorded, management believes the presentation of net income (loss) on a basis
comparable with the prior year provides useful information to the Company's
various constituencies. Excluding the impact of SFAS No. 142 and the
amortization of indefinite-lived intangible assets in fiscal 2002, the net loss
for the year ended March 31, 2003 was $2.9 million for Holdings and $800,000
for Enterprises as compared to $4.1 million for Holdings and $1.7 million for
Enterprises for the year ended March 31, 2002.
14
Year Ended March 31, 2002 Compared to the year ended March 31, 2001
Revenues. Revenues for the year ended March 31, 2002 decreased $56.0
million or 8.6% to $596.3 million as compared to $652.3 million for the year
ended March 31, 2001. Revenues include:
(i) Millbrook's revenues of $547.8 million for the year ended
March 31, 2002 as compared to $607.8 million for the year
ended March 31, 2001;
(ii) Manischewitz' revenues of $60.5 million for the year ended
March 31, 2002 as compared to $56.9 million for the year ended
March 31, 2001; and
(iii) Intersegment sales, which are eliminated in consolidation, of
$12.0 million for the year ended March 31, 2002 as compared to
$12.4 million for the year ended March 31, 2001.
Millbrook's revenues decreased $60.0 million or 9.9% for the year ended March
31, 2002 as compared to the prior year. The decrease in revenues is principally
due to decreased sales to certain customers as a result of several factors,
including customer decisions to move toward self-distribution, customer
financial difficulties, customer losses (principally during the second half of
fiscal 2001) and industry consolidation, the aggregate of which exceeded the
growth of sales to certain other customers. During the two years ended March 31,
2002, Millbrook's revenues were negatively impacted by the financial
difficulties of three of its significant customers (Bradlees, Ames and K-Mart),
all of which filed for protection under Chapter 11 of the Bankruptcy Code.
Bradlees ultimately liquidated in March 2001. As of March 31, 2002, Ames and
K-Mart were operating in bankruptcy and developing their reorganization plans
and Millbrook only had a significant continuing business relationship with Ames.
Manischewitz' revenues increased $3.6 million or 6.3% for the year ended March
31, 2002 as compared to the prior year. This increase is principally due to the
following:
(i) sales to new customer accounts gained as a result of the
Guiltless Gourmet acquisition in November 2000 and increased
sales of Season brand products ($5.6 million); partially
offset by
(ii) decreased sales of Manischewitz brand products ($1.3 million).
Gross Profit. Gross profit for the year ended March 31, 2002 was $147.7
million as compared to $162.7 million for the year ended March 31, 2001, a
decrease of $15.0 million or 9.3%. As a percentage of revenues, the gross profit
margin was 24.8% for the year ended March 31, 2002 as compared to 24.9% for the
year ended March 31, 2001.
The decrease in gross profit dollars and its impact on gross profit margin is
primarily due to the following:
(i) decreased gross profit dollars associated with Millbrook's
lower revenues ($17.7 million) and decreased gross profit
margin resulting from the shift in Millbrook's customer base
from serviced to non-serviced customers (0.1%); partially
offset by
(ii) increased gross profit dollars on sales to new customer
accounts gained as a result of the Guiltless Gourmet
acquisition in November 2000 and sales of Season brand
products ($3.4 million).
15
Operating Expenses. Distribution and warehousing expenses for the year
ended March 31, 2002 were $54.1 million as compared to $59.8 million for the
year ended March 31, 2001. As a percentage of revenues, distribution and
warehousing expenses decreased to 9.1% for the year ended March 31, 2002 as
compared to 9.2% for the year ended March 31, 2001. Distribution and warehousing
costs were impacted by the following:
(i) lower headcount resulting from the closure of Millbrook's
distribution center in Greenville, North Carolina and the
consolidation of its Cincinnati, Ohio refrigerated facility
into its Youngstown, Ohio distribution center; and
(ii) lower transportation costs realized from cost reduction
programs implemented by Millbrook's management to achieve more
efficient routing and enhanced utilization of its fleet;
partially offset by
(iii) increased distribution costs associated with sales to new
customer accounts gained as a result of the Guiltless Gourmet
acquisition in November 2000.
Selling, general and administrative expenses for the year ended March
31, 2002 were $79.4 million as compared to $90.1 million for the year ended
March 31, 2001. As a percentage of revenues, selling, general and administrative
expenses decreased to 13.3% for the year ended March 31, 2002 as compared to
13.8% for the year ended March 31, 2001. This decrease is principally due to the
following:
(i) lower headcount in Millbrook's salesforce due to reductions
made during the year ended March 31, 2002 directly related to
customer losses;
(ii) lower headcount in Millbrook's general and administrative
departments as a result of the consolidation in August 2000
and April 2001 of the Epstein and Miller Buckeye operations,
respectively, which were acquired in the prior fiscal year;
and
(iii) lower headcount in Millbrook's selling, general and
administrative functions realized from a cost reduction
program implemented by Millbrook's management to streamline
its workforce; partially offset by
(iv) incremental compensation and related employee benefit costs
resulting from the Guiltless Gourmet acquisition in November
2000.
Amortization of intangibles was $4.2 million for the year ended March
31, 2002 as compared to $4.1 million for the year ended March 31, 2001. This
increase is due to amortization resulting from the Guiltless acquisition.
Interest Expense. Interest expense for the year ended March 31, 2002
was $19.0 million (consisting of $3.3 million for Holdings and $15.7 million for
Enterprises, respectively) as compared to $20.4 million (consisting of $3.2
million for Holdings and $17.2 million for Enterprises, respectively) for the
year ended March 31, 2001. The decrease in interest expense is primarily
attributable to lower interest rates on the Company's revolving credit
borrowings and slightly lower levels of debt outstanding under the Company's
Credit Agreement. The average interest rate on Holdings' and Enterprises' debt
outstanding during the year ended March 31, 2002 was 9.8% and 9.3%,
respectively.
16
Taxes. For the year ended March 31, 2002, the benefit for income taxes
was $2.6 million and $1.6 million for Holdings and Enterprises, respectively, as
compared to a benefit of $3.4 million and $2.1 million for Holdings and
Enterprises for the year ended March 31, 2001. The change of $0.8 million and
$0.5 million for Holdings and Enterprises, respectively, principally relates to
the results of operations. The benefit for income taxes for the year ended March
31, 2002 also includes a valuation allowance of $0.4 million established to
offset the portion of the deferred tax asset related to Holdings' state tax loss
carryforwards.
Extraordinary Item - Early Extinguishment of Debt. The extraordinary
gain on early extinguishment of debt for the year ended March 31, 2001 was $3.2
million (net of income taxes of $2.1 million). This gain resulted from
Enterprises' repurchase of approximately $18.8 million of its outstanding 10.5%
Notes.
Net Income (Loss). As a result of the foregoing, the net loss for the
year ended March 31, 2002 was $6.5 million for Holdings and $4.1 million for
Enterprises as compared to $5.0 million for Holdings and $3.0 million for
Enterprises for the year ended March 31, 2001.
Financial Condition, Liquidity and Capital Resources
Operations for the year ended March 31, 2003, excluding non-cash
charges for the loss on modification of debt at Holdings, the cumulative effect
of a change in accounting principle, depreciation and amortization, deferred
income taxes and other non-cash charges, provided cash of $2.2 million for
Holdings and $4.3 million for Enterprises as compared to providing cash of $2.6
million for Holdings and $5.2 million for Enterprises for the year ended March
31, 2002. During the year ended March 31, 2003, other changes in assets and
liabilities resulting from operating activities provided cash of $4.1 million
for Holdings and $1.5 million for Enterprises as compared to providing cash of
$29.9 million for Holdings and $28.1 million for Enterprises for the year ended
March 31, 2002. As a result, net cash provided by operating activities were $6.3
million for Holdings and $5.8 million for Enterprises in fiscal 2003 as compared
to $32.5 million for Holdings and $33.3 million for Enterprises in fiscal 2002.
Investing activities, which principally consisted of the acquisitions of plant
and equipment in both fiscal years resulted in a use of cash of approximately
$500,000 and $1.9 million for both Holdings and Enterprises for the years ended
March 31, 2003 and 2002, respectively. During the year ended March 31, 2003,
financing activities, which principally consisted of $3.2 million of repayments
under the credit agreement by Holdings and Enterprises, and debt modification
costs of approximately $600,000 for Holdings, utilized cash of $3.8 million for
Holdings and $3.3 million for Enterprises. During the year ended March 31, 2002,
financing activities, which principally consisted of the repayment of $36.4
million under the credit agreement by Holdings and Enterprises, offset by a $1.6
million payment from the interest escrow account by Holdings and debt
modification costs of approximately $700,000 for Holdings, utilized cash of
$35.5 million for Holdings and $36.4 million for Enterprises. The amounts repaid
under the credit agreement during the years ended March 31, 2003 and 2002,
include the utilization of approximately $500,000 and $6.8 million,
respectively, of cash surrender value available under Millbrook's deferred
compensation arrangements.
At March 31, 2003, outstanding borrowings under the credit agreement
were $60.0 million. Under the terms of the credit agreement, substantially all
of Millbrook's assets and the accounts receivable and inventory of Manischewitz
are pledged to provide collateral for borrowings and Enterprises is restricted
from making distributions to Holdings to pay dividends. At March 31, 2003,
Millbrook and Manischewitz had approximately $6.5 million of cash and
approximately $14.0 million of available borrowing capacity under the credit
agreement. In addition, there were approximately $7.2 million of cumulative
unpaid dividends on Holdings' series A and series B preferred stock.
17
At March 31, 2003, the Company's balance sheets include a $10.7 million
deferred income tax liability related to the taxable temporary differences
resulting from different amortization periods for identified intangibles. With
the adoption of SFAS No. 142, the Company's tax deductible goodwill and
indefinite-lived intangible assets are no longer amortized for financial
reporting purposes. Therefore, this deferred income tax liability will not
reverse and will not be payable unless the underlying assets are sold or an
impairment is recognized for tax purposes.
The following information provides a summary of Holdings' and
Enterprises' contractual obligations and other commercial commitments as of
March 31, 2003:
(Dollars in Thousands)
Less Than After 5
Contractual Obligations Total 1 Year 1 - 3 Years 4-5 Years Years
- ------------------------------------------------------- -------- --------- ----------- ---------- --------
Long-Term Debt ........................................ $165,327 $ - $140,340 $ 2,229 $ 22,758
Capital Lease Obligations ............................. 89 73 16 - -
Operating Leases ...................................... 18,841 5,004 8,720 4,846 271
Unconditional Purchase Obligations .................... 2,059 2,059 - - -
Other Long-Term Obligations (at maturity) ............. 19,479 938 2,155 1,618 14,768
-------- -------- -------- -------- --------
Total Contractual Cash Obligations .................... $205,795 $ 8,074 $151,231 $ 8,693 $ 37,797
======== ======== ======== ======== ========
Total Amounts Less Than After 5
Other Commercial Commitments Committed 1 Year 1 - 3 Years 4-5 Years Years
- ------------------------------------------------------- ------------- --------- ----------- ---------- --------
Lines of Credit ....................................... $ - $ - $ - $ - $ -
Standby Letters of Credit ............................. 5,616 5,616 - - -
Guarantees ............................................ - - - - -
Other Commercial Commitments .......................... 90 90 - - -
-------- -------- -------- ------- ------
Total Commercial Commitments .......................... $ 5,706 $ 5,706 $ - $ - $ -
======== ======== ======== ======= ======
Holdings and Enterprises expect capital expenditure spending for the
year ending March 31, 2004 to be approximately $2.0 million. Such expenditures
include, among other things, leasehold improvements and the acquisition of
computer equipment and software, manufacturing machinery and equipment. It is
anticipated that these capital commitments for 2004 will be financed through
working capital, operating leases and cash flow from operations.
Given the continuing instability of the U.S. supermarket industry and
its impact on certain of our customers, Holdings and Enterprises continue to
anticipate some loss of revenues in its health and beauty care category, which
tends to be more of a commodity nature, as acquirors seek to achieve
consolidation synergies by utilizing existing infrastructure. These anticipated
reductions in revenue, as well as unforeseen customer financial difficulties,
may occur at the same time that we continue to implement our strategy of
expanding the specialty food category of our business. Holdings' and
Enterprises' results of operations will be dependent upon obtaining, and the
timing of, increased revenues from existing and new specialty food customers in
light of anticipated losses from the health and beauty care category and
unforeseen customer financial difficulties. While Holdings and Enterprises
believe the transition of a greater percentage of their composite business to
the specialty food category can be accomplished by increasing sales to existing
customers and obtaining new customers, there can be no assurance that Holdings
and Enterprises can accomplish the goals of their strategy.
18
Effective May 1, 2002, Holdings amended the Indenture underlying 92%
($23.0 million) of its 13% Notes outstanding. The amendment (a) reduces the
interest rate to 6% per annum, (b) extends their maturity date from May 1, 2008
to May 1, 2010 and (c) increases the aggregate outstanding principal by
approximately $1.5 million, representing the deferred May 2002 interest payment.
Holders of these Notes received warrants granting them the right to purchase up
to approximately 5% of Holdings' common stock. Holdings, at its option, may
defer the payment of cash interest on the 6% Notes for ten semi-annual interest
payment dates through May 1, 2007. On November 1, 2002 and May 1, 2003, Holdings
elected to defer the cash payment of interest on its 6% Notes.
Interest payments on the senior notes and borrowings under the credit
agreement represent significant obligations of Holdings, Enterprises and their
subsidiaries. The primary source of liquidity of Holdings and Enterprises will
be cash flows from the operations of Millbrook and Manischewitz and borrowings
under the credit agreement. Subject to the preceding discussion, Holdings and
Enterprises believe that, based upon current and anticipated financial
performance, asset sales, cash flows from operations and borrowings under the
credit agreement will be adequate to meet anticipated requirements for capital
expenditures, working capital and scheduled interest payments on the senior
notes. However, the aforementioned capital requirements of Holdings and
Enterprises may change. The Companies are in compliance with the covenants
contained in the credit agreement and the indentures relating to the senior
notes and expect to be in compliance in the future. At March 31, 2003, Holdings
and Enterprises had total outstanding indebtedness of $165.3 million and $140.3
million, respectively. The ability of Holdings and Enterprises to satisfy
capital requirements, to borrow under the credit agreement and to repay or
refinance the senior notes will depend on the future financial performance of
Holdings and Enterprises, which in turn will be subject to general economic
conditions and to financial, business and other factors, including factors
beyond Holdings' and Enterprises' control.
Effects of Inflation and Other Matters
For the year ended March 31, 2003, Holdings' and Enterprises' cost of
product remained relatively stable. To the extent possible, Holdings' and
Enterprises' objective is to offset the impact of inflation through productivity
enhancements, cost reductions and price increases.
Holdings and Enterprises are not involved in any significant
environmental matters.
Accounting Pronouncements - Statement of Financial Accounting Standards
("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging Activities"
was issued in June 1998. SFAS No. 133 requires the recognition of all
derivatives in the consolidated balance sheet as either assets or liabilities
measured at fair value. We adopted SFAS No. 133, as amended by SFAS No. 137 and
SFAS No. 138, during the year ended March 31, 2001. The adoption of SFAS No. 133
did not have a material impact on our financial position or overall trends in
results of operations and has not resulted in significant changes to our
financial risk management practices.
Emerging Issues Task Force ("EITF") Issue No. 00-25 "Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products" was issued in September 2000. EITF No. 00-25 requires the
reclassification of certain consideration paid to a reseller by a vendor as a
reduction of income on the vendor's income statement. We adopted EITF No. 00-25
effective April 1, 2001. The adoption of EITF No. 00-25 did not have a material
impact on our overall trends in results of operations.
19
SFAS No. 143 "Accounting for Asset Retirement Obligations" was issued
in August 2001 and is effective for fiscal years beginning after June 15, 2001.
SFAS No. 143 establishes accounting standards for recognition and measurement of
a liability for an asset retirement obligation and the associated asset
retirement cost. SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets" was issued in October 2001 and is effective for fiscal years
beginning after December 15, 2001. SFAS No. 144 addresses financial accounting
and reporting for the impairment of long-lived assets. We adopted SFAS No. 143
and 144 effective April 1, 2002. The adoption of SFAS No. 143 and 144 did not
have a material impact on our financial position or overall trends in results of
operations.
SFAS No. 145 "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections" was issued in
April 2002 and is effective for fiscal years beginning after May 15, 2002. SFAS
No. 145 eliminates the requirement to classify gains and losses from the
extinguishment of debt as extraordinary, requires certain lease modifications to
be treated the same as a sale-leaseback transaction and makes other
non-substantive technical corrections to existing pronouncements. We will adopt
SFAS No. 145 when it becomes effective.
SFAS No. 146 "Accounting for Costs Associated with Exit or Disposal
Activities" was issued in June 2002 and is effective prospectively for exit or
disposal activities initiated after December 31, 2002, with earlier adoption
encouraged. SFAS No. 146 requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by the
standard include lease termination costs and certain employee severance costs
that are associated with a restructuring, discontinued operations, plant
closing, or other exit or disposal activities. The Companies will adopt SFAS No.
146 for any future exit or disposal activities.
SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities" was issued in April 2003 and is effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after that date. SFAS No. 149 amends and clarifies accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and hedging activities under SFAS No. 133. The adoption of SFAS
No. 149 will not have a material impact on our financial position or overall
trends in results of operations and will not result in any significant change to
our financial risk management practices.
SFAS No. 150 "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" was issued in May 2003 and is
effective for instruments entered into or modified after May 15, 2003. SFAS No.
150 requires that certain financial instruments including mandatorily redeemable
instruments and forward purchase contracts be reported as liabilities by their
issuers. We will adopt SFAS No. 150 when it becomes effective.
Critical Accounting Policies
Our consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires the use of estimates,
judgments, and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the periods presented. Actual results may differ
significantly from the estimates previously applied by the Companies which were
based on different assumptions and conditions. The significant accounting
principles which we believe are the most important to aid in fully understanding
our financial results are the following:
20
Concentration of Credit Risk - Trade accounts receivable potentially
subject the Companies to credit risk. The Companies extend credit to their
customers, principally in the U.S. supermarket industry, based upon an
evaluation of the customer's financial condition and credit history and
generally do not require collateral. The Companies' allowances for doubtful
accounts are based upon the expected collectability of trade accounts
receivable.
The Companies' operating subsidiaries, Millbrook and Manischewitz,
generate 90% of their revenues from customers in the U.S. supermarket industry.
Inventories - Inventories are stated at the lower of cost or market.
Cost is determined by the last-in, first-out ("LIFO") method.
Revenue Recognition - Revenue is recognized when products are shipped
or services are provided to customers. Provisions for returns, rebates and
allowances and bad debts are based upon historical experience and known events.
Forward-Looking Statements
The foregoing discussion in "Management's Discussion and Analysis of
Financial Condition and Result of Operations" contains "forward-looking"
statements. Additionally, written materials issued and oral statements made from
time to time by Holdings and Enterprises may contain forward-looking statements.
Forward-looking statements can be identified by the fact that they do not relate
strictly to historical or current facts and by their use of words such as
"goals", "expects", "plans", "believes", "estimates", "forecasts", "projects",
"intends" and other words of similar meaning. Execution of business and
acquisition strategies, expansion of product lines and increase of distribution
networks or product sales are areas, among others, whose future success may be
difficult to predict. They are based on management's then-current information,
assumptions, plans, expectations, estimates and projections regarding the food
and wholesale distribution industries. However, such statements are not
guarantees of future performance, and actual results and outcomes may differ
materially from what is expressed depending on a variety of factors, many of
which are outside of Holdings' and Enterprises' control.
Among the factors that could cause actual outcomes or results to differ
materially from what is expressed in these forward-looking statements are
changes in the demand for, supply of, and market prices of Holdings' and
Enterprises' products, the financial condition of customers, the action of
current and potential new competitors, the continuing instability of the U.S.
supermarket industry, changes in technology and economic conditions.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact the
consolidated financial position, results of operations or cash flows of Holdings
and Enterprises due principally to adverse conditions in commodity market prices
and interest rate risk related to debt obligations outstanding. Holdings and
Enterprises do not use financial instruments or derivatives for any trading or
other speculative purposes.
Holdings and Enterprises secure future commitments for certain
commodities based upon historical and projected consumption such that reasonable
possible near term changes in commodity prices would not result in a material
effect on future earnings, fair values or cash flows of Holdings and
Enterprises. Holdings and Enterprises manage interest rate risk through the
strategic use of fixed and variable rate debt.
Item 8. Financial Statements and Supplementary Data
Refer to the Index to Financial Statements on page F-1 for the required
information.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
21
PART III
Item 10. Directors and Executive Officers of the Registrants
The directors and executive officers of Holdings and Enterprises, and
where indicated, the senior executive officer of each of Millbrook and
Manischewitz is as set forth in the table below:
Name Age Position
- ---- --- --------
Richard A. Bernstein* 56 Chairman, President, Chief Executive Officer and Director
Lewis J. Korman* 58 Vice Chairman and Director
Steven M. Grossman* 42 Executive Vice President, Chief Financial Officer, Treasurer and
Director
James A. Cohen, Esq.* 57 Senior Vice President - Legal Affairs and Secretary and Director
of Enterprises
Ira A. Gomberg* 59 Senior Vice President
Hal B. Weiss* 46 Assistant Treasurer
Richard H. Hochman 57 Director of Holdings
Jenny Morgenthau 58 Director of Holdings
Michael A. Pietrangelo 61 Director of Holdings
Senior executive officer of Millbrook:
Robert A. Sigel 49 President and Chief Executive Officer of Millbrook and Executive
Vice President and Director of Holdings
Senior executive officer of Manischewitz:
Bruce W. Glickstein 57 President and Chief Executive Officer of Manischewitz and Director
of Holdings
* Titles of these individuals are the same for Holdings and Enterprises unless
otherwise specified.
Richard A. Bernstein has served as Chairman, President and Chief
Executive Officer of Holdings and Enterprises and as a director of Enterprises
since its inception in March, 1998 and of Holdings since its inception in May,
1996. In addition to his positions with Holdings and Enterprises, Mr. Bernstein
is a member of the Board of Directors and Chairman of Millbrook and is the
Chairman and Manager of Manischewitz. Mr. Bernstein is Chairman and Manager of
RABCO Luxury Holdings LLC, a New York limited liability company ("RABCO"), a
diversified holding entity for luxury products, which has the exclusive right,
through its subsidiaries, to distribute watches and timepieces for several watch
brands in the United States, Canada, Mexico and throughout the Caribbean. Mr.
Bernstein is also President of P&E Properties, Inc., a private commercial real
estate ownership/management company of which Mr. Bernstein is the sole
shareholder. Mr. Bernstein was the Chairman and Chief Executive Officer and a
director of Western Publishing Group, Inc. from 1984 to May 1996. Mr. Bernstein
also served as Chairman of the Board and Chief Executive Officer of RABCO Health
Services, Inc. and General Medical Corporation, a medical and surgical supply
distribution company, from April 1987 through August 1993, and Chairman and
Chief Executive Officer of Harris Wholesale Company, a pharmaceutical and health
and beauty care distribution company, from 1989 through May 1992. Mr. Bernstein
is a trustee of New York University and a Director and Vice President of the
Police Athletic League. He also devotes substantial time to other business and
charitable activities.
22
Lewis J. Korman has been Vice Chairman of Holdings and Enterprises
since their inception and is a director of Holdings and Enterprises. Mr. Korman
is also a member of the Board of Managers of Manischewitz. He also is a
principal in or serves as a consultant to companies involved in the
entertainment industry. Mr. Korman is a principal in and a member of the Board
of Managers of a non-affiliated company which provides, through on-line and
traditional publishing channels, preparation and testing for (i) occupations
which require certification, and (ii) students and schools where standardized
examinations are administered for assessment or advancement. Prior to joining
Holdings in January 1997, Mr. Korman was President and Chief Operating Officer
of Savoy Pictures Entertainment, Inc. from its founding in 1992 until its merger
with Silver King Communications, Inc. in December 1996. Prior thereto, Mr.
Korman was Senior Vice President and Chief Operating Officer of Columbia
Pictures Entertainment, Inc. and Chairman of its Motion Picture Group until its
sale to Sony Corporation at the end of 1989.
Steven M. Grossman has been Executive Vice President, Chief Financial
Officer and Treasurer and a director of Holdings and Enterprises since their
inception. In addition to his positions with Enterprises and Holdings, Mr.
Grossman is a member of the Board of Directors and Executive Vice President -
Finance and Administration of Millbrook and is a member of the Board of Managers
and the Executive Vice President, Chief Financial Officer and Treasurer of
Manischewitz. Mr. Grossman is also Executive Vice President and Chief Financial
Officer of RABCO and each of its subsidiaries and Chief Financial Officer of P&E
Properties, Inc. Mr. Grossman was Executive Vice President and Chief Financial
Officer of Western Publishing Group, Inc. from June 1994 to May 1996 and Vice
President - Financial Planning of Western Publishing Group, Inc. from July 1992
to June 1994 and of RABCO Health Services, Inc. from July 1992 to August 1993.
Mr. Grossman also serves on the Board of Directors of 4Kids Entertainment, Inc.,
a New York Stock Exchange company. Mr. Grossman is a certified public accountant
licensed in New York.
James A. Cohen, Esq. has been Senior Vice President - Legal Affairs and
Secretary of Holdings and Enterprises since their inception and is a director of
Enterprises. In addition to his positions with Enterprises and Holdings, Mr.
Cohen is a member of the Board of Directors and the Senior Vice President -
Legal Affairs of Millbrook and Manischewitz and is a member of Manischewitz'
Board of Managers. Mr. Cohen is also Senior Vice President - Legal Affairs of
RABCO and each of its subsidiaries and a senior executive of P&E Properties,
Inc. Mr. Cohen was Senior Vice President - Legal Affairs and Secretary of
Western Publishing Group, Inc. from 1984 to May 1996 and Senior Vice President -
Legal Affairs and Secretary of RABCO Health Services, Inc. from April 1987
through August 1993.
Ira A. Gomberg has been Senior Vice President of Holdings and
Enterprises since their inception. In addition to his position with Holdings and
Enterprises, Mr. Gomberg is a Senior Vice President of Millbrook and
Manischewitz. Mr. Gomberg is also Senior Vice President of RABCO and each of its
subsidiaries and a senior executive of P&E Properties, Inc. Mr. Gomberg was
Senior Vice President of Western Publishing Group, Inc. from 1986 to May 1996
and Senior Vice President of RABCO Health Services, Inc. from April 1987 through
August 1993.
Hal B. Weiss has been Assistant Treasurer of Holdings and Enterprises
since their inception. In addition to his position with Holdings and
Enterprises, Mr. Weiss is a Vice President and Assistant Treasurer of Millbrook
and Manischewitz. Mr. Weiss is also the Assistant Treasurer of RABCO and each of
its subsidiaries and Controller of P&E Properties, Inc. Mr. Weiss served as
Assistant Treasurer of Western Publishing Group, Inc. from 1990 through May 1996
and Assistant Treasurer of RABCO Health Services, Inc. from April 1987 through
August 1993. Mr. Weiss is a certified public accountant licensed in New York.
23
Richard H. Hochman is Chairman of Regent Capital Management Corp. a
private investment company, making equity and mezzanine investments in
companies, and has served in that capacity since April 1995. From 1990 through
April 1995, he was a Managing Director of the Corporate Finance Department of
Paine Webber Incorporated and served as a member of its Debt and Equity
Commitment Committees. Prior to joining PaineWebber, Mr. Hochman served as a
Managing Director of Drexel Burnham Lambert, Inc. from 1984 through 1990. Mr.
Hochman also serves on the Board of Directors of Cablevision Systems Corp. and
Evercom, Inc.
Jenny Morgenthau has been Chief Executive Officer of The Fresh Air
Fund, one of New York's preeminent charitable corporations, since 1983. Prior to
joining The Fresh Air Fund, Ms. Morgenthau worked for New York City's Special
Services for Children, the Department of City Planning and the New York State
Urban Development Corporation. Ms. Morgenthau serves on the Board of Directors
of a number of charitable and cultural organizations.
Michael A. Pietrangelo is of Counsel in the Memphis, Tennessee law firm
of Pietrangelo Cook PLC, which he joined in February 1998. Previously, Mr.
Pietrangelo was President of Johnson Products Co., a subsidiary of IVAX
Corporation that manufactured and sold cosmetic and health and beauty care
products, principally intended for the African-American consumer. Mr.
Pietrangelo also has held a number of executive positions in the consumer
products industry at Schering-Plough Corporation, including President of the
Personal Care Products Group, and has served as President and Chief Operating
Officer of Western Publishing Group, Inc. and President and Chief Executive
Officer of Cleo, Inc., a subsidiary of Gibson Greetings, Inc. Mr. Pietrangelo
also serves on the Board of Directors of Medicis Pharmaceutical Corporation, a
New York Stock Exchange company.
Robert A. Sigel has been President, Chief Executive Officer and
director of Millbrook since it was acquired by Holdings from McKesson in March
1997. Mr. Sigel became a director of Holdings in March 1999 and an Executive
Vice President of Holdings in June 2002. Mr. Sigel has been associated with
Millbrook's business since 1977, having served as Vice President, Sales and
Merchandising, Executive Vice President, President and Chief Executive Officer
of Millbrook Distributors, Inc. and President and Chief Executive Officer of the
service merchandising division of McKesson, which became the current Millbrook.
From 1995 through March 1997, Mr. Sigel also served as a Corporate Vice
President of McKesson and on McKesson's Management Board.
Bruce W. Glickstein has been President and Chief Executive Officer of
Manischewitz since January 2002. Mr. Glickstein became a director of Holdings in
January 2002. From July 1985 to January 1995, Mr. Glickstein held senior sales
and marketing positions with General Medical Corporation and American Hospital
Supply Corporation, two of the leading medical products companies in the United
States.
Item 11. Executive Compensation
The following table sets forth the compensation earned or paid,
including deferred compensation of the Chief Executive Officer and the most
highly compensated executive officers of Holdings, Enterprises, Millbrook and
Manischewitz for services rendered for each of the fiscal years indicated.
None of Holdings, Enterprises, Millbrook or Manischewitz pays a salary
to Messrs. Bernstein, Grossman and Cohen. Enterprises reimburses P&E Properties,
Inc., an entity of which Mr. Bernstein is the sole shareholder ("P&E
Properties"), for providing various services, including executive services
rendered by certain of its executive officers. Although Mr. Bernstein does not
receive any salary from P&E Properties, a portion of these amounts may be deemed
indirect compensation to Mr. Bernstein. Messrs. Grossman and Cohen receive a
salary from P&E Properties for executive services rendered to Holdings,
Enterprises, Millbrook and Manischewitz. See "Certain Relationships and Related
Transactions - Related Party Transactions" on page 28.
24
Long-Term
Compensation
Annual Compensation ------------
-------------------------- Options/SARs
Name and Principal Position Year Salary ($)(1)(2) Bonus ($) (#)
--------------------------- ---- ---------- --------- -------------
Holdings and Enterprises
Richard A. Bernstein 2003 $ -- $ -- --
Chairman, President and Chief 2002 $ -- $ -- --
Executive Officer 2001 $ -- $ -- --
Steven M. Grossman 2003 $295,750 $ -- --
Executive Vice President, 2002 $295,750 $ -- --
Chief Financial Officer and 2001 $260,000 $ -- --
Treasurer
James A. Cohen 2003 $234,000 $ -- --
Senior Vice President - Legal 2002 $234,000 $ -- --
Affairs 2001 $214,500 $ -- --
Millbrook
Robert A. Sigel 2003 $475,000 $ -- --
Chief Executive Officer 2002 $445,000 $ -- --
and President of Millbrook 2001 $400,465 $ -- --
Manischewitz
Bruce W. Glickstein 2003 $250,844 $ -- --
Chief Executive Officer 2002 $ 48,077(3) $ -- --
and President of Manischewitz
(1) These amounts do not include amounts paid on behalf of executive
officers under the Companies' benefit plans. Such benefit plans, which
are offered to all full-time employees of the Companies include a
retirement and profit-sharing plan, medical and dental insurance,
disability insurance and life insurance.
(2) Other compensation in the form of perquisites and other personal
benefits has been omitted as such benefits constituted less than the
lesser of $50,000 or 10% of the total annual salary and bonus for each
of the named officers for each fiscal year.
(3) Mr. Glickstein became Chief Executive Officer and President of
Manischewitz in January 2002.
25
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table contains, as of March 31, 2003, information
regarding the beneficial ownership of the common stock and preferred stock of
Holdings:
(1) by each person who is known by Holdings to own beneficially
more than 5% of the outstanding shares of common stock or
preferred stock of Holdings;
(2) by each of the directors and executive officers of Holdings;
and
(3) by all directors and executive officers of Holdings as a
group.
Based on information furnished by those owners, we believe that the
beneficial owners of the securities listed below have investment and voting
power for all the shares of common stock and preferred stock of Holdings shown
as being beneficially owned by them. The securities are subject to the voting
agreement described under the heading "Certain Relationships and Related
Transactions--Voting Agreement" on page 27. Holdings owns 200 shares of the
common stock of Enterprises, which represents all of the issued and outstanding
capital stock of Enterprises.
Number of Number of
Shares of Percentage Shares of Percentage
Number of Series A of Total Series B of Total
Shares of Percentage Preferred Shares of Preferred Shares of
Common Stock of Total Stock of Series A Stock of Series B
of Holdings Shares of Holdings Preferred Holdings Preferred
Name of Beneficially Common Stock Beneficially Stock of Beneficially Stock of
Beneficial Owner Owned of Holdings Owned Holdings Owned Holdings
- ---------------- ------------ ------------ ------------ ----------- ------------ ---------
Richard A. Bernstein............... 42,500 40.4% 12,500 50.0% 1,000 100.0%
Robert A. Sigel.................... 6,600 6.3 250 1.0
James A. Cohen, Esq................ 3,610 3.4 150 .6
Steven M. Grossman................. 3,490 3.3 100 .4
Lewis J. Korman.................... 3,450 3.3 500 2.0
Ira A. Gomberg..................... 2,850 2.7 250 1.0
Bruce W. Glickstein................ 2,500 2.4 -- --
Hal B. Weiss....................... 1,460 1.4 150 .6
Richard H. Hochman................. 1,200 1.2 500 2.0
Michael A. Pietrangelo............. 360 .3 150 .6
Jenny Morgenthau................... 300 .3 125 .5
All directors and executive
officers as a group (11 persons)... 68,320 65.0% 14,675 58.7% 1,000 100.0%
26
Name of Address of
Beneficial Owner Beneficial Owner
- ---------------- ----------------
Richard A. Bernstein
James A. Cohen, Esq.
Steven M. Grossman
Lewis J. Korman
Ira A. Gomberg
Hal B. Weiss......................................... R.A.B. Holdings, Inc.
444 Madison Avenue, Suite 601
New York, New York 10022
Robert A. Sigel...................................... Millbrook Distribution Services Inc.
Route 56
88 Huntoon Memorial Highway
Leicester, Massachusetts 01524
Bruce W. Glickstein.................................. The B. Manischewitz Company, LLC
One Manischewitz Plaza
Jersey City, New Jersey 07302
Richard H. Hochman................................... Regent Capital Management Corp.
505 Park Avenue, 17th Floor
New York, New York 10022
Michael A. Pietrangelo............................... Pietrangelo Cook PLC
International Plaza
6410 Poplar, Suite 190
Memphis, Tennessee 38119
Jenny Morgenthau..................................... The Fresh Air Fund
633 Third Avenue, 14th Floor
New York, New York 10017
Item 13. Certain Relationships and Related Transactions
Voting Agreement
Mr. Bernstein is a party to a voting agreement with each of the holders
of the series A preferred stock and common stock of Holdings. Under the voting
agreement these stockholders agreed to vote all of their shares of series A
preferred stock and common stock as Mr. Bernstein directs or, if Mr. Bernstein
does not give direction, in a manner consistent with the manner in which he
votes his shares of series A preferred stock and common stock. The voting
agreement also provides that the stockholders shall execute any written consent
of holders of series A preferred stock or common stock as Mr. Bernstein directs
or, if Mr. Bernstein does not give direction, in a manner which is consistent
with his vote or written consent on the matter. Pursuant to the voting
agreement, the stockholders have agreed not to execute any other consent of
holders of series A preferred stock or common stock.
27
In the event that a stockholder fails to comply with the voting
provisions above, Mr. Bernstein holds a proxy to vote the stockholder's shares
or execute a written consent in any manner as he may determine in his
discretion. Under the voting agreement, Mr. Bernstein shall not be liable to any
stockholder or anyone making a claim under that stockholder as a result of any
vote or the exercise of any proxy by Mr. Bernstein. This is true even if that
vote or exercise of proxy adversely affects, or results in the decrease in the
value of, such stockholder's shares.
The voting agreement shall terminate on the earliest of (i) the date a
stockholder, and that stockholder's heirs, personal representatives, donees and
trustees of any trusts in which that stockholder has an interest, during the
stockholder's life or when he or she dies, ceases to own any of the shares of
Holdings; (ii) the date on which the common stock of Holdings is listed or
admitted to trade on any national securities exchange or is quoted on the NASDAQ
system or similar means; or (iii) March 31, 2007.
Related Party Transactions
At the time of the acquisition of Millbrook by Holdings and the
acquisition of Manischewitz by Enterprises, Millbrook and Manischewitz entered
into separate arrangements with P&E Properties. In these arrangements, Millbrook
agreed to pay a quarterly management fee of $100,000 and Millbrook and
Manischewitz agreed to reimburse P&E Properties for providing various services,
including executive services and out-of-pocket and other expenses incurred on
Millbrook's and Manischewitz' behalf. These services include among other things,
treasury, cash management, certain financial reporting, legal, labor and lease
negotiation and employee benefits administration. For the year ended March 31,
2003, P&E Properties was (i) paid $400,000 in management fees by Millbrook; (ii)
reimbursed $1,100,000 for services provided to Millbrook; and (iii) reimbursed
$540,000 for services provided to Manischewitz. The aforementioned fees include
the reimbursement for executive salaries disclosed in Item 11 on page 24.
The services provided are based upon (i) the number of hours incurred
at the applicable pay rate; and (ii) out-of-pocket expenses, related to the
services provided. In addition, in fiscal 2003, Millbrook and Manischewitz
reimbursed P&E Properties approximately $103,000 and $23,000, respectively for
use of an airplane owned by P&E Properties. When commercial flights were
reasonably available to the destination, the reimbursement was determined at the
rate of the normal first class fare. When commercial flights were not available,
the reimbursement amount was equal to the hourly variable costs of the airplane
multiplied by the number of hours of use.
In the opinion of management, these methodologies provided a reasonable
basis for such allocations. In addition, each of Holdings, Enterprises,
Millbrook and Manischewitz believe that the terms of the arrangement with P&E
Properties were no less favorable than could have been obtained from
unaffiliated third parties on an arm's length basis.
28
Shareholders Agreements
Each employee of Millbrook or Manischewitz who owns shares of the
common stock of Holdings is a party to a shareholders agreement with Holdings.
These agreements prohibit transfer of such shares other than to a member of the
employee shareholder's immediate family or a trustee of a trust for the benefit
of the employee shareholder or his immediate family. In the event of the
termination of such employee, Holdings has the option or obligation, under
certain circumstances, to purchase all the employee shareholder's shares at
prices not greater than their fair market value.
Item 14. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
As required by new Rule 13a - 14 under the Securities Exchange Act of
1934, within 90 days prior to the date of this report, the Companies carried out
an evaluation under the supervision and with the participation of the Companies'
management, including the Companies' Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Companies'
disclosure controls and procedures. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Companies'
disclosure controls and procedures are effective in ensuring that information
required to be disclosed by the Companies in the reports it files or submits
under the Securities Exchange Act is included in such reports.
(b) Changes in internal controls
There were no significant changes in the Companies' internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their most recent evaluation.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. The Financial Statements listed in the accompanying Index to
Financial Statements and Schedules are filed as part of this
report.
2. The exhibits listed in the accompanying Index to Exhibits
are filed as part of this report.
(b) Reports on Form 8-K filed in Fourth Quarter of fiscal 2003.
None.
(c) Index to Exhibits.
Exhibit No. Description of Document
----------- -----------------------
2.1 Purchase Agreement dated as of March 3, 1998
among R.A.B. Food Holdings, Inc., MANO
Holdings I, LLC, KBMC Acquisition Company,
L.P., MANO Holdings Corporation and the
stockholders of MANO Holdings Corporation
(incorporated by reference to Exhibit 2.1 to
the Registrants' Registration Statement No.
333-66221 on Form S-4, filed on October 28,
1998 (the "Registration Statement")).
3.1 Certificate of Incorporation of R.A.B.
Holdings, Inc. (incorporated by reference to
Exhibit 3.1 to the Registration Statement).
29
Exhibit No. Description of Document
----------- -----------------------
3.2 Certificate of Amendment of Certificate of
Incorporation of R.A.B. Holdings, Inc.
(incorporated by reference to Exhibit 3.2 to
the Registration Statement).
3.2.1 Certificate of Designation of R.A.B. Holdings,
Inc. for the Series A Preferred Stock.
(incorporated by reference to Exhibit 3.2.1 to
the Registrants' Annual Report on Form 10-K
for the fiscal year 2000 (the "2000 Form
10-K")).
3.2.2 Certificate of Designa