UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended August 1, 2004
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 001-14335
DEL MONTE FOODS COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 13-3542950 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
One Market @ The Landmark, San Francisco, California 94105
(Address of Principal Executive Offices including Zip Code)
(415) 247-3000
(Registrants Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
As of August 31, 2004, there were 209,819,401 shares of Del Monte Foods Company Common Stock, par value $0.01 per share, outstanding.
| PART I. |
3 | |||
| ITEM 1. |
3 | |||
| CONDENSED CONSOLIDATED BALANCE SHEETS | 3 | |||
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME | 4 | |||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | 5 | |||
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 6 | |||
| ITEM 2. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 13 | ||
| ITEM 3. |
23 | |||
| ITEM 4. |
25 | |||
| PART II. |
26 | |||
| ITEM 1. |
26 | |||
| ITEM 2. |
27 | |||
| ITEM 3. |
27 | |||
| ITEM 4. |
27 | |||
| ITEM 5. |
27 | |||
| ITEM 6. |
28 | |||
| 29 | ||||
2
| PART I. | FINANCIAL INFORMATION |
| ITEM 1. | FINANCIAL STATEMENTS |
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
| August 1, 2004 |
May 2, 2004 |
|||||||
| ASSETS | ||||||||
| Cash and cash equivalents |
$ | 5.3 | $ | 36.3 | ||||
| Trade accounts receivable, net of allowance |
187.8 | 222.3 | ||||||
| Inventories |
1,035.1 | 823.5 | ||||||
| Deferred tax assets |
8.6 | 8.3 | ||||||
| Prepaid expenses and other current assets |
123.4 | 132.8 | ||||||
| Assets of discontinued operations |
2.2 | 2.5 | ||||||
| TOTAL CURRENT ASSETS |
1,362.4 | 1,225.7 | ||||||
| Property, plant and equipment, net |
813.0 | 820.9 | ||||||
| Goodwill |
770.4 | 770.9 | ||||||
| Intangible assets, net |
584.1 | 585.1 | ||||||
| Other assets, net |
54.0 | 57.1 | ||||||
| TOTAL ASSETS |
$ | 3,583.9 | $ | 3,459.7 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
| Accounts payable and accrued expenses |
$ | 454.5 | $ | 427.2 | ||||
| Short-term borrowings |
88.5 | 0.8 | ||||||
| Current portion of long-term debt |
6.3 | 6.3 | ||||||
| TOTAL CURRENT LIABILITIES |
549.3 | 434.3 | ||||||
| Long-term debt |
1,367.6 | 1,369.5 | ||||||
| Deferred tax liabilities |
224.5 | 226.2 | ||||||
| Other non-current liabilities |
301.4 | 300.8 | ||||||
| TOTAL LIABILITIES |
2,442.8 | 2,330.8 | ||||||
| Stockholders equity: |
||||||||
| Common stock ($0.01 par value per share, shares authorized: 500,000,000; issued and outstanding: 209,778,847 August 1, 2004 and 209,691,132 at May 2, 2004) |
$ | 2.1 | $ | 2.1 | ||||
| Additional paid-in capital |
946.9 | 943.6 | ||||||
| Accumulated other comprehensive loss |
(1.3 | ) | (1.7 | ) | ||||
| Retained earnings |
193.4 | 184.9 | ||||||
| TOTAL STOCKHOLDERS EQUITY |
1,141.1 | 1,128.9 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 3,583.9 | $ | 3,459.7 | ||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
| Three Months Ended | |||||||
| August 1, 2004 |
July 27, 2003 | ||||||
| Net sales |
$ | 626.0 | $ | 611.3 | |||
| Cost of products sold |
479.2 | 456.6 | |||||
| Gross profit |
146.8 | 154.7 | |||||
| Selling, general and administrative expense |
106.3 | 103.2 | |||||
| Operating income |
40.5 | 51.5 | |||||
| Interest expense |
24.6 | 30.0 | |||||
| Other expense |
2.0 | 0.8 | |||||
| Income from continuing operations before income taxes |
13.9 | 20.7 | |||||
| Provision for income taxes |
5.3 | 7.2 | |||||
| Income from continuing operations |
8.6 | 13.5 | |||||
| Income (loss) from discontinued operations before income taxes |
(0.1 | ) | 1.8 | ||||
| Income taxes |
| 1.0 | |||||
| Income (loss) from discontinued operations |
(0.1 | ) | 0.8 | ||||
| Net income |
$ | 8.5 | $ | 14.3 | |||
| Earnings per common share |
|||||||
| Basic: |
|||||||
| Continuing operations |
$ | 0.04 | $ | 0.07 | |||
| Discontinued operations |
| | |||||
| Total |
$ | 0.04 | $ | 0.07 | |||
| Diluted: |
|||||||
| Continuing operations |
$ | 0.04 | $ | 0.07 | |||
| Discontinued operations |
| | |||||
| Total |
$ | 0.04 | $ | 0.07 | |||
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| Three Months Ended |
||||||||
| August 1, 2004 |
July 27, 2003 |
|||||||
| OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 8.5 | $ | 14.3 | ||||
| (Income) loss from discontinued operations |
0.1 | (0.8 | ) | |||||
| Income from continuing operations |
8.6 | 13.5 | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
22.4 | 21.3 | ||||||
| Deferred taxes |
(2.0 | ) | (2.0 | ) | ||||
| Stock option expense |
1.5 | | ||||||
| Other non-cash items, net |
3.1 | 0.6 | ||||||
| Changes in operating assets and liabilities |
(137.7 | ) | (76.7 | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES |
(104.1 | ) | (43.3 | ) | ||||
| INVESTING ACTIVITIES: |
||||||||
| Capital expenditures |
(14.4 | ) | (21.2 | ) | ||||
| Other items, net |
| 0.1 | ||||||
| NET CASH USED IN INVESTING ACTIVITIES |
(14.4 | ) | (21.1 | ) | ||||
| FINANCING ACTIVITIES: |
||||||||
| Proceeds from short-term borrowings |
95.7 | 37.4 | ||||||
| Payments on short-term borrowings |
(8.0 | ) | (2.5 | ) | ||||
| Principal payments on long-term debt |
(1.5 | ) | (1.8 | ) | ||||
| Issuance of common stock |
0.6 | 0.1 | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES |
86.8 | 33.2 | ||||||
| Effect of exchange rate changes on cash and cash equivalents |
0.8 | 3.7 | ||||||
| NET CASH USED IN DISCONTINUED OPERATIONS |
(0.1 | ) | (3.2 | ) | ||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS |
(31.0 | ) | (30.7 | ) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
36.3 | 42.7 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 5.3 | $ | 12.0 | ||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
5
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended August 1, 2004
(In millions, except share and per share data)
Note 1. Business and Basis of Presentation
Del Monte Foods Company and its consolidated subsidiaries (Del Monte, or the Company) is one of the countrys largest producers, distributors and marketers of premium quality, branded and private label food and pet products for the U.S. retail market. The Companys leading food brands include Del Monte, StarKist, Contadina, S&W and College Inn. In addition, the Company also has pet food and pet snacks including 9Lives, Kibbles n Bits, Pup-Peroni, Snausages, Pounce and other brand names. The majority of its products are sold nationwide in all channels serving retail markets, mass merchandisers, the U.S. military, certain export markets, the foodservice industry and food processors.
Del Monte Corporation (DMC) is a direct, wholly-owned subsidiary of Del Monte Foods Company (DMFC). For reporting purposes, the Companys businesses are aggregated into two reportable segments: Consumer Products and Pet Products. The Consumer Products reportable segment includes the Del Monte Brands and StarKist Brands operating segments, which manufacture, market and sell shelf-stable products, including fruit, vegetable, tomato, broth, infant feeding, tuna and soup products. The Pet Products reportable segment includes the Pet Products operating segment, which manufactures, markets and sells dry and wet pet food and pet snacks.
The Company operates on a 52 or 53-week fiscal year ending on the Sunday closest to April 30. The results of operations for the three months ended August 1, 2004 and July 27, 2003 each reflect periods that contain 13 weeks.
The accompanying unaudited condensed consolidated financial statements of Del Monte as of August 1, 2004 and for the three months ended August 1, 2004 and July 27, 2003 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles (GAAP) for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements. Therefore, actual results could differ from those estimates. Furthermore, operating results for the three months ended August 1, 2004 are not necessarily indicative of the results expected for the year ending May 1, 2005. These unaudited condensed consolidated financial statements should be read in conjunction with the notes to the financial statements contained in the Companys annual report on Form 10-K for the year ended May 2, 2004 (2004 Annual Report). All significant intercompany balances and transactions have been eliminated. Certain prior period amounts, including discontinued operations, have been reclassified to conform to the current presentation.
Note 2. Significant Accounting Policies
Stock-based Compensation: Effective at the beginning of fiscal 2004, the Company adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS 123) to account for its stock-based compensation. The Company elected the prospective method of transition as permitted by FASB Statement No. 148, Accounting for Stock-Based CompensationTransition and Disclosure (SFAS 148). Effective upon adoption, future employee stock option grants and other stock-based compensation are expensed over the vesting period, based on the fair value at the time the stock-based
6
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
For the three months ended August 1, 2004
(In millions, except share and per share data)
compensation is granted. Prior to the adoption of SFAS 123, as amended by SFAS 148, the Company accounted for its stock-based compensation under Accounting Principles Board Opinion No. 25.
In accordance with SFAS 123 and SFAS 148, the following table presents pro forma information for the three months ended August 1, 2004 and July 27, 2003 regarding net income and earnings per share as if the Company had accounted for all of its employee stock options under the fair value method of SFAS 123:
| Three Months Ended | ||||||
| August 1, 2004 |
July 27, 2003 | |||||
| Net income, as reported |
$ | 8.5 | $ | 14.3 | ||
| Add: Stock-based employee compensation expense included in reported net income, net of tax |
1.2 | 0.3 | ||||
| Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of tax |
1.5 | 0.8 | ||||
| Pro forma net income |
$ | 8.2 | $ | 13.8 | ||
| Earnings per share: |
||||||
| Basicas reported |
$ | 0.04 | $ | 0.07 | ||
| Basicpro forma |
$ | 0.04 | $ | 0.07 | ||
| Dilutedas reported |
$ | 0.04 | $ | 0.07 | ||
| Dilutedpro forma |
$ | 0.04 | $ | 0.07 | ||
Note 3. Discontinued Operations
In April 2004, the Company sold certain assets formerly included in the Pet Products reportable segment, including its rights in the IVD and Medi-Cal brands, its rights in the Techni-Cal brand in the United States and Canada, and related inventories, for $82.5 (2004 Asset Sale). During a transition period after the sale, the Company is manufacturing certain products for the buyer. The Company is also performing certain transition services for the buyer during agreed-upon post-closing periods. For all periods presented, the operating results, cash flows and assets related to the 2004 Asset Sale and other operating results from a related Canadian production facility have been classified as discontinued operations. On August 1, 2004, the remaining assets in discontinued operations primarily consisted of the Canadian production facility, which is being actively marketed for sale.
Net sales from discontinued operations was $6.1 and $20.0 for the three months ended August 1, 2004 and July 27, 2003, respectively.
The following table sets forth the major categories of assets included in assets of discontinued operations:
| August 1, 2004 |
May 2, 2004 | |||||
| Property, plant and equipment, net |
$ | 2.2 | $ | 2.1 | ||
| Other |
| 0.4 | ||||
| Assets of discontinued operations |
$ | 2.2 | $ | 2.5 | ||
7
DEL MONTE FOODS COMPANY AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
For the three months ended August 1, 2004
(In millions, except share and per share data)
Note 4. Inventories
The Companys inventories consist of the following:
| August 1, 2004 |
May 2, 2004 | |||||
| Inventories: |
||||||
| Finished products |
$ | 805.1 | $ | 622.1 | ||
| Raw materials and in-process material |
75.4 | 59.8 | ||||
| Packaging material and other |
126.2 | |||||