-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NWFYpQ2bpkYOVGXvQlERThZW9SJ00p/9kY/uUhGK0nZXTw8Fm4iSoNcW+7d17w5q vk7GeFdT9zN9KNYs4ilULA== 0001007507-96-000005.txt : 19960921 0001007507-96-000005.hdr.sgml : 19960921 ACCESSION NUMBER: 0001007507-96-000005 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19960601 FILED AS OF DATE: 19960829 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORRISON HEALTH CARE INC CENTRAL INDEX KEY: 0001007507 STANDARD INDUSTRIAL CLASSIFICATION: 5812 IRS NUMBER: 631155966 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14194 FILM NUMBER: 96623589 BUSINESS ADDRESS: STREET 1: 4893 RIVERDALE RD STREET 2: STE 260 CITY: ATLANTA STATE: GA ZIP: 30337 BUSINESS PHONE: 7709910351 10-K 1 17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual Report Pursuant to Section 13 or 15(D) of The Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended June 1, 1996 OR Transition Report Pursuant to Section 13 or 15(D) of The Securities Exchange Act of 1934 (No Fee Required) For the transition period from to Commission file number 1-14194 MORRISON HEALTH CARE, INC. (Exact name of Registrant as specified in charter) GEORGIA 63-1155966 (State or other jurisdiction of (I.R.S. Employer identification No.) incorporation or organization) 1955 Lake Park Drive, Suite 400, Smyrna, GA 30080-8855 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (770) 437-3300 Securities Registered Pursuant to Section 12(b) of The Act: Name of each exchange Title of each class on which registered $0.01 par value Common Stock New York Stock Exchange Securities Registered Pursuant to Section 12(g) of The Act: None (Title of class) 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 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.[ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of Common Stock on August 9, 1996 as reported on the New York Stock Exchange, was approximately $104,006,000. Shares of Common Stock held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the Registrant's common stock outstanding at August 9, 1996 was 11,852,694. Portions of the Registrant's Annual Report to Stockholders for the fiscal year ended June 1, 1996 are incorporated by reference into Parts I and II. Portions of the Registrant's definitive proxy statement dated August 23, 1996 are incorporated by reference into Part III. INDEX PART I Page Number Item 1. Business 3-6 Item 2. Properties 6 Item 3. Legal Proceedings 6 Item 4. Submission of Matters to a Vote of 6 Security Holders Executive Officers of the Company 7-8 PART II Item 5. Market for the Registrant's Common Equity 9 and Related Stockholder Matters Item 6. Selected Financial Data 9 Item 7. Management's Discussion and Analysis of 9 Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary 9 Data Item 9. Changes in and Disagreements with 9 Accountants on Accounting and Financial Disclosure PART III Item 10. Directors and Executive Officers of the 10 Registrant Item 11. Executive Compensation 10 Item 12. Security Ownership of Certain Beneficial 10 Owners and Management Item 13. Certain Relationships and Related 10 Transactions PART IV Item 14. Exhibits, Financial Statement Schedules, 11-14 and Reports on Form 8-K PART I Item 1. Business. Introduction Effective March 9, 1996, Morrison Restaurants Inc., a Delaware corporation ("MRI"), distributed to its shareholders all of the issued and outstanding shares of common stock of Morrison Health Care, Inc. (the "Company"), which held the health care food and nutrition services assets and business of MRI. As a result of the Distribution, MRI's shareholders received one share of Company common stock for every three shares of MRI held. General Morrison Health Care, Inc., a Georgia corporation, was spun off from Morrison Restaurants Inc. in March 1996. MHCI is the only national, public company focused exclusively on providing food and nutrition services to health care facilities. The Company's mission is "to be the leading provider of food and nutrition services to the health care industry, fully committed to maximizing quality and value in everything the Company does for its clients, customers, team members and shareowners". With contracts in 31 states and Washington D.C., MHCI is one of the leading providers of food and nutrition services to hospitals and other health care facilities across North America. The Company's food service business has its origins in the health care food service operations developed by it in the early 1950's. The Company has expanded through its own marketing and sales force and by acquiring other food service businesses. In August 1994, the Company sold certain of its education, business and industry ("B&I") contracts and assets and closed the remaining B&I accounts. This divestiture, which left the Company with only health care contracts, allowed the Company to concentrate its capital and management team in the health care industry which Management believes has a better opportunity for growth and profitability. Operations Morrison Health Care, Inc. operates the food and nutrition services departments of hospitals and other health care facilities. These departments typically include retail outlets for staff and visitors and patient food and nutrition services. MHCI accounts range in size from 100 bed specialty hospitals to facilities with over 2,000 beds. The Company has operations in 31 states and Washington, D.C. Approximately 75% of the accounts are in hospitals. MHCI has capitalized on its retail heritage in operating restaurants to bring a retail-oriented mentality to health care clients. Along with managing the food service facilities, the Company also provides dietary services to some of the largest hospitals in America. The Company provides its clients with the flexibility to adjust programs, staffing and service plans to meet the changing needs of the industry. MHCI offers its clients programs designed to reduce costs and increase customer (patients and staff) satisfaction. To better serve its clients and provide them with specialized expertise, MHCI's staff is organized into regional teams. Each team includes a regional vice president, nutrition services specialist, culinary specialist, human resources director, support services coordinator and a director of business development who are dedicated to sharing the best industry practices and performance improvement ideas. The regional teams are supported by a corporate staff that includes nutrition services, marketing, sales, human resources, legal, finance, layout and design and culinary services. MHCI offers its services pursuant to three general types of contracts:(i) profit and loss (or guaranteed cost) contract, where MHCI assumes the risk of profit or loss for the food service operation; (ii) management fee contract, where the client reimburses MHCI for all costs incurred in providing the services contracted for and a negotiated fixed management fee for supervising the client's food and nutrition services operations; and(iii) management fee contract with incentives and penalties, under which MHCI manages the client's food and nutrition operations on a management fee basis, with the amount of the management fee determined based on the achievement of predetermined goals. Approximately 50% of MHCI's accounts are operated pursuant to management fee contracts, although management fee contracts with incentives and penalties are becoming more popular. Substantially all of MHCI's contracts were awarded during a bidding process. In addition, MHCI operates "branded concept" restaurants such as Morrison Fresh Cooking, Pizza Hut and Taco Bell, on client premises. These branded concepts accounts are operated pursuant to license arrangements with the appropriate restaurant company. Currently, MHCI has 13 license arrangements with nationally recognized restaurant companies. MHCI markets its services nationwide through its business development specialists and business development directors. Each business development specialist focuses on potential clients in a specific territory pursuant to a marketing plan. The business development specialists report to and are supported by business development directors. The business development directors also market MHCI's services to large national accounts such as hospital systems. In addition, MHCI personnel market to existing clients to cross-sell additional services and increase sales of existing services to complement the facility's food services department. Research and Development The Company does not engage in any material research and development activities. Numerous studies are made, however, on a continuing basis, to improve menus, equipment, and methods of operations. Raw Materials Raw materials essential to the operation of the Company's business are obtained principally through national food distributors. The Company negotiates directly with the primary suppliers to obtain high quality products and services at competitive prices. The Company uses short-term purchase commitment contracts to stabilize the potentially volatile pricing associated with certain commodities. Because of the relatively short storage life of inventories, limited storage facilities at customer location, MHCI's requirements for freshness and the numerous sources of goods, a minimum amount of inventory is maintained at customer locations. If necessary, all essential food, beverage and operational products are available and can be obtained from alternative suppliers in all cities where the Company operates. The Company has entered into a purchasing arrangement with Ruby Tuesday, Inc.("RTI") and Morrison Fresh Cooking, Inc. ("MFCI") to maintain the volume purchasing bargaining position enjoyed by the Company prior to its spin-off. Trademarks of the Company The Company has registered certain trademarks and service marks with the United States Patent and Trademark Office including the Pro-Health Diningr trademark. The Company believes that this and other related marks are important to its business. Registrations of trademarks expire from 2000 to 2009, unless renewed. Seasonality The Company's revenues are not seasonal to any significant degree. Working Capital Practices Cash provided by operations, along with borrowings under the Company's revolving lines of credit, are used to pay dividends, invest in new units and renovate existing units. Additional information concerning the working capital of the Company is incorporated herein by reference to information presented within the "Liquidity and Capital Resources" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's 1996 Annual Report to Stockholders. Customer Dependence No material part of the business of the Company is dependent upon a single customer, or a very few customers, the loss of any one of which would have a material adverse effect on the Company. Government Contracts There is no material portion of the Company's business that is subject to renegotiation of profits or termination of contracts or sub-contracts at the election of the Government. Competition The health care food and nutrition services business is highly competitive. The Company competes with national and regional food contract companies that offer the same type of services as the Company. Management believes that competition in health care food and nutrition services is based on pricing, quality of services and reputation. Management believes that it compares favorably with its competition in these areas. Government Compliance The Company is subject to various licensing and regulations at both the state and local levels for items such as sanitation, health and fire safety, all of which could affect the operation of an existing account. The Company's business is also subject to various other regulations at the federal level such as fair labor standards, occupational safety and health regulations. Compliance with these regulations has not had, and is not expected to have, a material adverse effect on the Company's operations. Environmental Compliance Compliance with federal, state and local laws and regulations which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, is not expected to have a material effect upon the capital expenditures, earnings or competitive position of the Company. Personnel The Company employs approximately 3,100 full-time and part-time employees. The Company believes that working conditions are favorable and employee compensation is comparable with its competition. Item 2. Properties. MHCI professionally manages food service departments on client- owned property and, therefore, does not own any significant amounts of property. Vending services on client-owned facilities complement this program. Under the terms of certain contracts, MHCI is required to make rent payments to its clients. See Note 5 of the Notes to Consolidated Financial Statements included in the Annual Report to Stockholders for the fiscal year ended June 1, 1996. Facilities and equipment are repaired and maintained to assure their adequacy, productive capacity and utilization. The corporate headquarters is located in approximately 14,000 square feet of a leased building in Smyrna, Georgia. The headquarters' lease term ends in 2001 with annual average lease payments of approximately $239,000. The Company also has administrative offices in a leased building in Mobile, Alabama. This office has a lease term ending in 2001 with average annual lease payments of approximately $105,000. Item 3. Legal Proceedings. The Company is presently, and from time to time, subject to pending claims and suits arising in the ordinary course of its business. In the opinion of Management, the ultimate resolution of these pending legal proceedings will not have a material adverse effect on the Company's operations or consolidated financial position. Item 4. Submission of Matters to a Vote of Security Holders. None. Executive Officers of the Company Executive officers of the Company are appointed by and serve at the discretion of the Company's Board of Directors. Information regarding the Company's executive officers as of August 9, 1996 is provided below. Name Age Position with the Company G. A. Davenport 42 President, Chief Executive Officer and Director K. W. Engwall 48 Senior Vice President, Finance and Assistant Secretary J. E. Fountain 45 Vice President, General Counsel and Secretary J. D. Underhill 51 Senior Vice President, Sales and Marketing G. L. Anderson 41 Senior Vice President C. L. Kolesar 43 Senior Vice President F. G. Michels 58 Senior Vice President Glenn A. Davenport has been President and Chief Executive Officer of the Company since the Distribution in March 1996. He was President of the Health Care Division of MRI's Morrison Group from November 1993 until the Distribution in March 1996. Prior thereto, he served as Senior Vice President, Hospitality Group from February 1990 through November 1993 and in various other capacities since joining MRI in November 1973. K. Wyatt Engwall has been Senior Vice President, Finance and Assistant Secretary of the Company since the Distribution in March 1996. Prior thereto, he was Vice President, Controller of MRI's Ruby Tuesday Group from January 1994 until March 1996. He served as Vice President of Financial Planning of MRI from January 1993 through January 1994, Vice President and Controller of MRI's Contract Dining Division from October 1991 through January 1993 and as Controller of MRI's former MMS (Contract Dining) Division from October 1986 through October 1991. Mr. Engwall joined MRI in 1983 as a Financial Systems Analyst. John E. Fountain has been Vice President, General Counsel and Secretary of the Company since the Distribution in March 1996. He was Vice President, Legal of MRI's Morrison Group from August 1994 until March 1996. He served as Senior Attorney of MRI from December 1991 through August 1994. Prior thereto, he served as Staff Attorney of MRI from October 1978 through December 1991. Jerry D. Underhill has been Senior Vice President, Sales and Marketing of the Company since the Distribution in March 1996. He was Senior Vice President of Retail Development of the Health Care Division of MRI's Morrison Group from September 1995 until March 1996. Prior thereto, he was Senior Vice President of Development of the Family Dining Division of MRI's Morrison Group from March 1993 to September 1995. Mr. Underhill was President of Mid-Continent Restaurants (currently known as Bravo Restaurants) from July 1988 to March 1993. Gregory L. Anderson has been a Senior Vice President of the Company since the Distribution in March 1996. He was Division Vice President of the Health Care Division of MRI's Morrison Group from April 1995 until March 1996. He was Vice President, Human Resources of MRI's Health Care Division from July 1994 to April 1995. Prior thereto, Mr. Anderson served as Senior Director of Employee Relations of the KFC Division of PepsiCo ("KFC") from June 1994 to July 1994, Director of Human Resources of KFC from October 1992 to June 1994 and Region Manager of Human Resources of KFC from February 1990 to October 1992 and as Zone Manager of Human Resources of the Taco Bell Division of PepsiCo from May 1988 to February 1990. Carolyn L. Kolesar has been a Senior Vice President of the Company since the Distribution in March 1996. She was Division Vice President of the Health Care Division of MRI's Morrison Group from April 1995 until March 1996. Prior thereto, she served as Regional Vice President of MRI's Health Care Division from July 1988 to April 1995. Frances G. Michels has been Senior Vice President, Support Services of the Company since the Distribution in March 1996. She was Senior Vice President of Support Services of the Health Care Division of MRI's Morrison Group from January 1996 until March 1996. Prior thereto, she served MRI's Health Care Division in various capacities, including as Vice President of Nutrition Services from December 1984 through January 1996, Area Manager for Operations and Nutrition Services from January 1982 through December 1984, Consulting Dietitian for the Health Care Division from June 1974 through January 1982, Food Service Director from July 1973 through June 1974, and Chief Therapeutic Dietitian from June 1970 through July 1973. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters. Certain information required by this item is incorporated herein by reference to Note 12 of the Notes to Consolidated Financial Statements of the Registrant's Annual Report to Stockholders for the fiscal year ended June 1, 1996. At June 1, 1996 the Company had $86,000 available for dividend payments. Item 6. Selected Financial Data. The information contained under the caption "Selected Financial Data" of the Registrant's Annual Report to Stockholders for the fiscal year ended June 1, 1996 is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The information contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Registrant's Annual Report to Stockholders for the fiscal year ended June 1, 1996 is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data. The following consolidated financial statements and the related report of the Company's independent auditors contained in the Registrant's Annual Report to Stockholders for the fiscal year ended June 1, 1996, are incorporated herein by reference: Consolidated Statements of Income - Fiscal years ended June 1, 1996, June 3, 1995 and June 4, 1994. Consolidated Balance Sheets - As of June 1, 1996 and June 3, 1995. Consolidated Statements of Stockholders' Equity -Fiscal years ended June 1, 1996, June 3, 1995 and June 4, 1994. Consolidated Statements of Cash Flows - Fiscal years ended June 1, 1996, June 3, 1995 and June 4, 1994. Notes to Consolidated Financial Statements. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Company. (a) The information regarding directors of the Company is incorporated herein by reference to the information set forth in the table captioned "Director and Director Nominee Information" under "Election of Directors" in the definitive proxy statement of the Registrant dated August 26, 1996, relating to the Registrant's annual meeting of stockholders to be held on September 26, 1996. (b) Pursuant to Form 10-K General Instruction G(3), the information regarding executive officers of the Company has been included in Part I of this Report under the caption "Executive Officers of the Company." Item 11. Executive Compensation. The information required by this Item 11 is incorporated herein by reference to the information set forth under the captions "Executive Compensation" and "Election of Directors - Directors' Fees and Attendance" in the definitive proxy statement of the Registrant dated August 26, 1996 relating to the Registrant`s annual meeting of stockholders to be held on September 26, 1996. Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required by this Item 12 is incorporated herein by reference to the information set forth in the table captioned "Beneficial Ownership of Common Stock" under "Election of Directors" in the definitive proxy statement of the Registrant dated August 26, 1996, relating to the Registrant's annual meeting of stockholders to be held on September 26, 1996. Item 13. Certain Relationships and Related Transactions. The information required by this Item 13 is incorporated herein by reference to the information set forth under the caption "Certain Transactions" in the definitive proxy statement of the Registrant dated August 26, 1996, relating to the Registrant's annual meeting of stockholders to be held on September 26, 1996. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The following documents are incorporated by reference into or are filed as part of this report: 1. Financial Statements: The following consolidated financial statements and the independent auditors' report thereon, included in the Registrant's Annual Report to Stockholders for the fiscal year ended June 1, 1996, a copy of which is contained in the exhibits to this report, are incorporated herein by reference: Page Reference in paper version of Annual Report to Shareholders Consolidated Statements of Income for the fiscal years ended June 1, 1996, June 3, 1995 and June 4, 1994 24 Consolidated Balance Sheets as of June 1, 1996 and June 3, 1995 25 Consolidated Statements of Stockholders' Equity for the fiscal years ended June 1, 1996, June 3, 1995 and June 4, 1994 27 Consolidated Statements of Cash Flows for the fiscal years ended June 1, 1996, June 3, 1995 and June 4, 1994 26 Notes to Consolidated Financial Statements 28 - 39 Report of Independent Auditors 40 Page Reference in Form 10K 2. Financial statement schedules: Schedule II - Valuation and Qualifying Accounts for the fiscal years ended June 1, 1996, June 3, 1995 and June 4, 1994 17 Financial statement schedules other than those shown above are omitted because they are either not required or the required information is shown in the financial statements or notes thereto. 3. Exhibits The following exhibits are filed as part of this report: MORRISON HEALTH CARE, INC. LIST OF EXHIBITS Exhibit Number Description 3.1 Amended and Restated Articles of Incorporation of Morrison Health Care, Inc.* 3.2 Bylaws of Morrison Health Care, Inc.* 4.1 Specimen Common Stock Certificate (to be filed by amendment).+ 4.2 Amended and Restated Articles of Incorporation of Morrison Health Care, Inc. (filed as Exhibit 3.1 hereto). 4.3 Bylaws of Morrison Health Care, Inc. (filed as Exhibit 3.2 hereto). 4.4 Form of Rights Agreement between Morrison Health Care, Inc. and AmSouth Bank of Alabama, as Rights Agent.+ 4.5 Form of Rights Certificate (attached as Exhibit B to the Rights Agreement filed as Exhibit 4.4 hereto). 10.1 Form of Distribution Agreement among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc.* 10.2 Form of Amended and Restated Tax Allocation and Indemnification Agreement among Morrison Restaurants Inc., Custom Management Corporation of Pennsylvania, Custom Management Corporation, John C. Metz & Associates, Inc., Morrison International, Inc., Morrison Custom Management Corporation of Pennsylvania, Morrison Fresh Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday (Georgia), Inc., a Georgia corporation, Galaxy Management, Inc., Manask Food Service, Inc., Morrison of New Jersey, Inc., Tias, Inc. and Morrison Health Care, Inc.* 10.3 Form of Agreement Respecting Employee Benefit Matters among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc.+ 10.4 Form of License Agreement between Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc.* 10.5 Form of License Agreement between Ruby Tuesday, Inc. and Morrison Health Care, Inc.* 10.6 Form of Amended and Restated Operating Agreement of MRT Purchasing, LLC among Morrison Restaurants Inc., Ruby Tuesday, Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc.* 10.7 Form of Morrison Health Care, Inc. 1996 Stock Incentive Plan.+ 10.8 Form of Morrison Health Care, Inc. Stock Incentive and Deferred Compensation Plan for Directors.+ 10.9 Form of 1996 Non-Executive Stock Incentive Plan.+ 10.10 Form of Morrison Health Care, Inc. Executive Supplemental Pension Plan.+ 10.11 Form of Morrison Health Care, Inc. Management Retirement Plan.+ 10.12 Form of Morrison Health Care, Inc. Salary Deferral Plan together with related form of Trust Agreement.+ 10.13 Form of Morrison Health Care, Inc. Deferred Compensation Plan and related form of Trust Agreement.+ 10.14 Form of Morrison Health Care, Inc. Executive Group Life and Executive Accidental Death and Dismemberment Plan.+ 10.15 Form of Morrison Health Care, Inc. Executive Life Insurance Plan.+ 10.16 Form of Indemnification Agreement to be entered into with executive officers and directors.* 10.17 Form of Change of Control Agreement to be entered into with executive officers.+ 10.18 Non-Qualified Stock Option Agreement between Morrison Restaurants Inc. and Eugene E. Bishop.+ 10.19 Non-Qualified Stock Option Agreement between Morrison Restaurants Inc. and Samuel E. Beall, III.+ 11 Statement regarding computation of per share earnings. 13 Annual Report to Shareholders for the fiscal year ended June1, 1996 (Only portions specifically incorporated by reference in the Form 10K are incorporated herewith.) 21.1 List of subsidiaries of Morrison Health Care, Inc. 23 Consent of Independent Auditors. 27 Financial Data Schedule. * Incorporated by reference to Exhibit of the same number in the Registrant's Registration Statement on Form 10 filed with the Commission on February 8, 1996. + Incorporated by reference to Exhibit of the same number in the Registrant's amendment to Registration Statement on Form 10/A filed with the Commission on February 29, 1996. (b) Reports on Form 8-K The following report was filed on Form 8-K during the most recent fiscal quarter: 1. Current Report on Form 8-K filed with the Commission on March 15, 1966 reporting the distribution of the Registrant's common stock and the Credit Agreement with SunTrust Bank, Atlanta. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MORRISON HEALTH CARE, INC. Date 08/23/96 By:/s/ Glenn A. Davenport Glenn A. Davenport President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Date 08/23/96 By:/s/ Glenn A. Davenport Glenn A. Davenport President, Chief Executive Officer and Director Date 08/23/96 By:/s/ K. Wyatt Engwall K. Wyatt Engwall Senior Vice President, Finance and Assistant Secretary (Principal Accounting Officer) Date 08/22/96 By:/s/ J. B. McKinnon J. B. McKinnon Chairman of the Board Date 08/27/96 By:/s/ Claire L. Arnold Claire L. Arnold Director Date 08/22/96 By:/s/ E. Eugene Bishop E. Eugene Bishop Director Date 08/23/96 By:/s/ Arthur R. Outlaw, Jr. Arthur R. Outlaw, Jr. Director Date 08/26/96 By:/s/ Dr. Benjamin F. Payton Dr. Benjamin F. Payton Director Morrison Health Care, Inc. Schedule II - VALUATION AND QUALIFYING ACCOUNTS For the Periods Ended June 1, 1996, June 3, 1995 and June 4, 1994 (Dollars in Thousands)
Column A Column B Column C Column D(A) Column E Additions Balance Charged Charged Balance at to to at Beginning Costs and Other End of Period Expenses Accounts Deductions of Period Description Year ended June 1, 1996: Trade receivables: Allowance for doubtful accounts $1,641 $ 0 $ 0 $ 519 $1,122 Year ended June 3, 1995 Trade receivables: Allowance for doubtful accounts $2,622 $ 0 $ 0 $ 981 $1,641 Year ended June 4, 1994 Trade receivables: Allowance for doubtful accounts $3,087 $ 4 $ 0 $ 469 $2,622 Notes: (A) Write-off of trade receivables determined to be uncollectible against the allowance for doubtful accounts.
EX-11 2 Morrison Health Care, Inc. Exhibit 11 - STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (Amounts in thousands, except per share data) Year ended June 1, 1996 Primary Average shares outstanding 11,520 Net effect of dilutive stock options-based on the treasury stock method using average market price 204 Total 11,724 Net income $9,280 Per share amount $0.79 Fully Diluted Average shares outstanding 11,520 Net effect of dilutive stock options-based on the treasury stock method using average market price 204 Total 11,724 Net income $9,280 Per share amount $0.79 EX-13 3 Morrison Health Care, Inc. and Subsidiaries Selected Financial Data The following table summarizes certain selected financial information with respect to Morrison Health Care, Inc. (MHCI) and is derived from the Financial Statements of MHCI. The Financial Statements of MHCI are presented as if MHCI had been a separate entity for fiscal years 1996, 1995, 1994, 1993 and 1992. The statements of income data for the years ended June 1, 1996, June 3, 1995, June 4, 1994 and June 5, 1993, and the balance sheet data as of June 1, 1996, June 3, 1995 and June 4, 1994 are derived from the Audited Financial Statements of MHCI. The statement of income data for the year ended June 6, 1992, and the balance sheet data as of June 5, 1993 and June 6, 1992 are derived from the Unaudited Financial Statements of MHCI and, in the opinion of management, include all adjustments consisting of normal recurring accruals, which MHCI considers necessary for a fair representation of the financial position and the results of operations for these periods. The financial information presented below may not be indicative of MHCI's future performance as an independent company. The information set forth below should be read in conjunction with "MHCI Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements of MHCI and notes thereto and the Unaudited Pro Forma Financial Information of MHCI included in Note 2 of the Notes to Consolidated Financial Statements. Weighted average shares for 1996 are determined as if the shares issued in connection with the Distribution were outstanding from the beginning of the year. Earnings per share and dividend data have not been presented for fiscal year 1995, 1994, 1993 and 1992 as MHCI was not a publicly held company prior to March, 1996. Fiscal years 1994, 1993 and 1992 information includes the results of B&I operations which were sold in fiscal year 1995. Income Before Cumulative Effect of Accounting Changes for Fiscal year 1995 includes an after tax gain of $25.8 million from the sale of the B&I operations. See Note 3 of the Notes to Consolidated Financial Statements for more information on the sale of B&I. Fiscal Year (In thousands, except per share data) 1996 1995 1994 1993 1992 Consolidated statements of income data: Revenues $219,995 $225,392 $461,780 $430,145 $399,634 Income before provision for income taxes and cumulative effect of accounting changes $ 16,011 $ 65,295 $ 21,588 $ 18,122 $ 15,620 Provision for federal and state income taxes 6,731 28,469 8,351 6,980 6,014 Income before cumulative effect of accounting changes 9,280 36,826 13,237 11,142 9,606 Cumulative effect of accounting changes: Postretirement benefits 0 0 0 (640) 0 Income taxes 0 0 0 426 0 Net income $ 9,280 $ 36,826 $ 13,237 $ 10,928 $ 9,606 Earnings per common and common equivalent share $ 0.79 Weighted average common and common equivalent shares 11,724 All fiscal years are composed of 52 weeks except 1992 which contains 53 weeks. Consolidated balance sheet data: Total assets $ 62,543 $ 70,422 $107,942 $109,434 $106,043 Long-term debt $ 20,034 $ 19,245 $ 3,128 $ 4,686 $ 13,051 Stockholders' equity $ 4,716 $ 9,015 $ 51,164 $ 56,807 $ 55,080 Working capital $ 10,119 $ 14,712 $ 11,217 $ 21,524 $ 27,493 Current ratio 1.4:1 1.6:1 1.3:1 1.6:1 1.9:1 Dividends for the fourth quarter of fiscal year 1996 were $0.205 per share.
MORRISON HEALTH CARE, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion should be read in conjunction with the business information and the Financial Statements and related notes found on pages 24 to 39. RESULTS OF OPERATIONS Effects of Distribution on Results of Operations Effective March 9, 1996, Morrison Health Care, Inc. (MHCI) was spun off (the Distribution) from Morrison Restaurants Inc. (MRI) becoming an independent corporation trading under the symbol MHI on the New York Stock Exchange. Management believes that the Distribution, see Note 2 of the Notes to Consolidated Financial Statements, will have a material impact on the results of operations due to the added separate company costs that will be incurred by MHCI. The estimated effect of the Distribution on the results of operations of MHCI for the fiscal years ending June 1, 1996 and June 3, 1995 are presented in the Unaudited Pro Forma Financial Information on pages 30 and 31. Such pro forma financial information is presented as if the Distribution had been effective as of the dates indicated. 1996 Compared To 1995 Because Management believes that the Distribution will have a material impact on the results of operations due to the added separate company costs that will be incurred, the following discussion is based on Unaudited Pro Forma Financial Information. Overview Fiscal 1996 was a transitional year for MHCI due to the Company's spin-off from Morrison Restaurants Inc. This new independence allows the Company's Management to concentrate on its own resources and core competencies, health care food and nutrition services. The Company is now able to specifically focus on its own customers, employees and shareholders. Fiscal 1996 was important as Management took the opportunity to restructure its sales force. As a result, the Company's earnings were negatively impacted; however, positive results are noticeable in the increase of sales activity. MHCI is the only national, publicly held company which specializes exclusively in health care food and nutrition services. MHCI's client base includes some of the largest and most prestigious hospitals in the country. In the third quarter of fiscal year 1996, MHCI incurred charges of $2.1 million consisting primarily of estimated professional and other fees incurred in connection with the Distribution ($1.4 million), relocation costs for personnel moving in connection with the Distribution ($0.5 million) and miscellaneous other asset write-offs ($0.2 million). Revenue While actual services performed are the same, revenue recognition varies by type of contract based on the expenses and payroll paid by MHCI. In a management fee account, revenue, in addition to the fee, is recognized only when the Company pays expenses or employees are on the Company's payroll. In a profit and loss account where MHCI assumes the risk of profit or loss for the foodservice operation, the amount of revenue reported is the actual revenue generated from meals served to patients, client employees and visitors. Because of the difference between the amount of revenue that is reported for the fee account, where MHCI pays all or part of the cost, and the account where no cost is paid, it is Management's opinion that Managed Volume is a better measure of performance. Managed Volume is defined as MHCI revenue, as reported, plus client paid cost. Managed Volume increased 7% in fiscal year 1996 when compared to fiscal year 1995. This increase is due to growth in existing units and opening accounts with larger Managed Volume than those that were closed. Revenue decreased $5.4 million or 2.4% in 1996 as compared to 1995. The decrease in revenue was due to the net decrease of accounts during 1996. In addition to loss of accounts, several accounts converted from MHCI paying for food, payroll and other costs to directly paying for these costs themselves. To address lower sales of new accounts, the sales team was expanded and new sales positions were created. The new sales organization allows expanded focus on prospecting while continuing to grow existing relationships with current accounts. Gross Profit Gross profit, revenue less operating expenses, increased $1.4 million or 3.7% for 1996. The increase in gross profit is attributed to continuing emphasis on food and labor cost reductions. Selling, General and Administrative Selling, general and administrative expenses increased as a percentage of revenue due to the addition of a regional team, the expansion of the sales force and the relocation of corporate headquarters. Interest Expense, net Interest expense increased due to increased debt. The increased debt resulted from the allocation of MRI's debt in connection with the Distribution. Federal and State Income Taxes The combined federal and state effective tax rate decreased to 42.1% in 1996, from 43.6% in 1995. The higher effective rate in fiscal year 1995 was due to the nondeductibility of acquired goodwill disposed of in connection with the divestiture of the B&I accounts. 1995 Compared To 1994 Overview On August 8, 1994, MHCI sold certain B&I contracts and assets to Gardner Merchant Food Services, Inc., a wholly owned subsidiary of Gardner Merchant Ltd., for $100 million in cash. B&I accounts not sold were subsequently closed. The sale, net of related transaction expenses and closing costs of approximately $11.1 million, resulted in a net pretax gain of $46.8 million. This sale had a material impact on the amount of reported income from continuing operations for fiscal 1995. Revenue Due to the sale of the B&I contracts and assets, revenue decreased 51.2% from 1994. Excluding 1994 B&I revenue of $250.7 million, the revenue increase was 6.8%. This increase reflects the addition of larger accounts to MHCI's customer base and a net addition of accounts as compared to 1994. Operating Profits Operating profits excluding the $46.8 million gain on the sale of B&I decreased 14.2% for 1995. Excluding 1994 B&I operating profit of $6.3 million, operating profit increased 21.1% due to increased revenue and a 1.4% operating margin increase. Because of the sale of B&I, the client mix changed in 1995 resulting in a larger number of clients that pay for food, payroll and other costs directly rather than indirectly through MHCI. During the year, MHCI implemented food cost control programs aimed at increased food preparation efficiency and waste reduction, coupled with higher value-added menu offerings. Payroll costs also decreased due to improved experience for health and workers' compensation claims and a change in vacation policy. Selling, general and administrative expenses increased to 8.4% of revenues from 6.4% in fiscal 1994 due to increased spending. The changes discussed above resulted in the improved margin. MHCI's pre-distribution interest income results from an allocation of MRI's interest income based on MHCI's cash flow. The combined federal and state effective tax rate increased to 43.6% in 1995 from 38.7% in 1994 due to the nondeductibility for tax of acquired goodwill disposed of in connection with the divestiture of the B&I accounts. LIQUIDITY AND CAPITAL RESOURCES Cash Flow, Capital Expenditures and Financing As part of the Distribution MRI allocated $27.0 million of its March 2, 1996 debt balance to MHCI. MHCI refinanced $20 million of the debt on a long-term basis with a term note and obtained lines of credit to provide cash for working capital needs and funds to support the Company's growth. During fiscal year 1996, interest costs increased due to allocated debt in connection with the spin-off and lines of credit secured as an independent entity. Due to the nature of its contract foodservice business, MHCI is able to maintain a relatively steady cash flow. Cash flow from operations has historically financed MHCI's capital investments. MHCI plans for controlled expansion over the next several years, and anticipates that cash flow from operations plus utilization of the existing lines of credit will be sufficient to provide for this expansion. To finance its activities, MHCI has obtained a $50 million, five-year credit facility from various financial institutions. Of the total facility, $30 million is revolving lines of credit. The Company has $2.5 million of borrowings outstanding under the terms of these lines of credit at June 1, 1996, classified as short-term borrowings. The remaining $20 million of the credit facility is a five-year term note which will be repaid in quarterly installments of $1.25 million beginning June 30, 1997. The credit facility provides for certain restrictions on incurring additional indebtedness and contains certain funded debt, net worth and fixed charge coverage requirements. At June 1, 1996, retained earnings in the amount of $86,000 were available for cash dividends and stock repurchases under the debt restrictions. In the event that the Company requires funds for day-to-day operating activities, it has obtained additional lines of credit which will allow borrowing up to $5 million. The Company had $4.3 million of borrowings outstanding under this agreement at June 1, 1996, classified by the Company as short-term debt. The Company entered into an interest rate swap agreement to control its interest costs. This swap agreement effectively limits the interest rate to a maximum of 6.7% per annum for the period of the term note. Trade accounts receivable make up the majority of MHCI's total current assets. Historically, the average days outstanding in trade accounts receivable is less than one month and bad debt expense has been minimal. MHCI requires capital principally for new accounts, equipment replacement and remodeling of existing accounts. Cash provided by operating activities approximated $12.4 million for fiscal year 1996. Capital expenditures and client investments were approximately $2.2 million and $760,000, respectively, for the same period. Capital expenditures and client investments are anticipated to total $5.0 million in fiscal 1997. MHCI plans to finance this amount primarily through internally generated funds. See "Special Note Regarding Forward-Looking Information." Working Capital Working capital and the current ratio as of June 1, 1996 were $10.1 million and 1.4:1, respectively. Dividends MHCI paid approximately $2.4 million in cash dividends to stockholders in the fourth quarter of 1996. The Company plans to pay annual dividends of approximately $9.6 million in the next fiscal year. See "Special Note Regarding Forward-Looking Information." Deferred Tax Assets The recognition of deferred tax assets depends on the anticipated existence of taxable income in future periods in amounts sufficient to realize the assets. A valuation allowance must be provided for the deferred tax asset if such future income is not likely to be generated. Management believes that future taxable income should be sufficient to realize all of MHCI's deferred tax assets based on historical earnings of MHCI; therefore, a valuation allowance has not been established. Income Taxes MHCI had a short tax year due to its spin-off from MRI. Income taxes are typically paid ratably during the year through estimated income tax payments. However, as no estimated tax payments were required to be made during the short tax year, the Company will have a cash outlay during the first quarter of fiscal year 1997 for 1996 income taxes. Cash outlay for income taxes in fiscal year 1997 is expected to exceed 1997 income tax expense. Employee Stock Purchase Plan Consistent with the purpose of enhancing the equity-based incentive compensation of its employees, the Company intends to cause its Salary Deferral Plan to hold at least 3% of its outstanding shares of common stock. The Plan expects to acquire shares from MHCI directly, in exchange for a promissory note to be repaid over a period of up to ten years. See "Special Note Regarding Forward-Looking Information." KNOWN EVENTS, UNCERTAINTIES AND TRENDS New Accounting Standards In March, 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (FAS 121). FAS 121 establishes accounting standards that require an entity to review long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets and certain identifiable intangibles to be disposed of are generally to be reported at the lower of carrying amount or fair value less cost to sell. The Company adopted FAS 121 in 1996. Such adoption did not have a material impact on the Company's financial position or results of operations. Impact of Inflation In the past, MHCI has been able to recover inflationary cost increases through increased productivity, menu changes and contract inflation adjustments. There have been and there may be in the future, delays in contract inflation adjustments and competitive pressures which limit MHCI's ability to recover such cost increases in their entirety. At present, Congress is pursuing a minimum wage price increase which may negatively impact the Company's payroll costs in the short-term, but which management feels they can negate in the long-term through increased efficiencies in its operations and possibly job credit programs also being pursued by Congress. Historically, the effects of inflation on MHCI's net income have not been materially adverse. Management's Outlook Management intends to enhance growth through the expansion and restructuring of the sales teams, maintenance of outstanding performance and exploration of acquisition opportunities. Several MHCI accounts are among the largest acute care and teaching hospitals in the United States. The Company strives to maintain its long-term partnerships with these facilities while continuing to increase quality and lower costs. During the upcoming year, MHCI believes that additional investments in people and programs designed to enhance its aggressive sales drive will add new clients while building stronger relationships with current accounts. See "Special Note Regarding Forward- Looking Information." Special Note Regarding Forward-Looking Information The foregoing section contains various "forward-looking statements" which represent the Company's expectations or beliefs concerning future events, including the following: statements regarding account and unit growth, future capital expenditures and future borrowings. The Company cautions that a number of important factors could, individually or in the aggregate, cause actual results to differ materially from those included in the forward-looking statements including, without limitation, the following: health care spending trends and regulations; increased competition in the health care food and nutrition market; customers acceptance of the Company's cost saving programs; health care regulators; and laws and regulations affecting labor and employee benefits cost. Morrison Health Care, Inc. and Subsidiaries Consolidated Statements of Income
Historical For the Fiscal Year Ended (In thousands, except per share data) June 1, June 3, June 4, 1996 1995 1994 Revenues $219,995 $225,392 $461,780 Operating costs and expenses: Operating expenses 180,607 187,426 410,617 Selling, general and administrative 20,670 18,946 29,377 Restructure costs 1,398 0 0 Asset impairment 193 0 0 Net gain on sale/closure of B&I accounts 0 (46,782) 0 Interest expense, net of interest income, totaling $428 in 1996, $221 in 1995 and $205 in 1994. 1,116 507 198 203,984 160,097 440,192 Income before provision for income taxes. 16,011 65,295 21,588 Provision for federal and state income taxes 6,731 28,469 8,351 Net income $ 9,280 $ 36,826 $ 13,237 Earnings per common and common equivalent share $ 0.79 Weighted average common and common equivalent shares 11,724 The accompanying notes are an integral part of the financial statements.
Morrison Health Care, Inc. and Subsidiaries Consolidated Balance Sheets
Historical Fiscal Year Ended (In thousands) June 1, 1996 June 3, 1995 Assets Current assets: Cash and short-term investments $ 6,088 $ 732 Receivables: Trade, less allowance for doubtful accounts of $1,122 at June 1, 1996, and $1,641 at June 3, 1995 20,091 18,100 Other 3,986 6,915 Inventories 2,662 2,880 Prepaid expenses 1,616 6,721 Deferred income tax benefits 2,397 5,682 Total current assets 36,840 41,030 Property and equipment - at cost: Buildings and improvements 3,883 3,656 Equipment 11,346 10,874 15,229 14,530 Less accumulated depreciation 9,571 8,767 5,658 5,763 Deferred income tax benefits 1,656 3,298 Cost in excess of net assets acquired, net 4,736 4,888 Notes receivable 4,940 5,299 Deferred charges 2,833 3,746 Deferred other assets 5,880 6,398 Total assets $62,543 $70,422 Liabilities and Stockholders' Equity: Current liabilities: Accounts payable $ 8,684 $10,000 Short-term borrowings 6,760 0 Accrued liabilities: Taxes, other than income taxes 1,609 1,848 Payroll and related costs 3,117 3,439 Insurance 3,819 6,834 Other 1,786 4,186 Income taxes payable 935 0 Current portion of long-term debt 11 11 Total current liabilities 26,721 26,318 Notes payable 20,034 19,245 Other deferred liabilities 11,072 15,844 Stockholders' equity: Investment by and advances from Morrison Restaurants Inc. 0 9,015 Common stock, $0.01 par value (authorized 100,000 shares; issued: 11,791 shares) 118 0 Capital in excess of par value 5,441 0 Retained earnings 86 0 5,645 9,015 Less cost of treasury stock 929 0 Total stockholder's equity 4,716 9,015 Total liabilities and stockholders' equity $62,543 $70,422 The accompanying notes are an integral part of the financial statements.
Morrison Health Care, Inc. and Subsidiaries Consolidated Statements of Cash Flows
Historical For the Fiscal Year Ended June 1, June 3, June 4, (In thousands) 1996 1995 1994 Operating activities: Net income $ 9,280 $ 36,826 $ 13,237 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 2,330 2,238 5,914 Amortization of intangibles 152 153 557 Gain on sale of B&I contracts and assets 0 (46,782) 0 Other, net 1,172 (3,088) 1,702 Deferred income taxes 4,927 (972) 225 (Gain)/loss on disposition of assets 170 4,372 (556) Changes in operating assets and liabilities: (Increase)/decrease in receivables 1,297 2,094 (2,096) (Increase)/decrease in inventories 218 564 (231) (Increase)/decrease in prepaid and other assets (2,005) 1,149 1,949 Increase/(decrease) in accounts payable, accrued and other liabilities (12,064) (26,072) 4,874 Increase/(decrease) in income taxes payable 6,928 (5,703) (923) Net cash provided (used) by operating activities 12,405 (35,221) 24,652 Investing activities: Purchases of property and equipment (2,170) (3,482) (9,184) Proceeds from disposal of assets 387 674 1,381 Proceeds from sale of B&I contracts and assets 0 100,000 0 Other, net 764 (2,121) (3,818) Net cash provided (used) by investing activities (1,019) 95,071 (11,621) Financing activities: Proceeds from long-term debt 800 19,200 0 Principal payments on long-term debt (11) (4,619) (41) Net change in short-term borrowings 6,760 0 0 Proceeds from exercise of stock options 1,573 0 0 Dividends paid (2,403) 0 0 Net transfers to Morrison Restaurants Inc. (12,749) (78,975) (18,880) Net cash used by financing activities (6,030) (64,394) (18,921) Increase/(decrease) in cash and short-term investments 5,356 (4,544) (5,890) Cash and short-term investments at the beginning of the period 732 5,276 11,166 Cash and short-term investments at the end of the period $ 6,088 $ 732 $ 5,276 Supplemental disclosure of cash flow information-cash paid for: Interest $ 1,533 $ 776 $ 313 Income taxes $ 18,586 $ 32,764 $ 8,648 The accompanying notes are an integral part of the financial statements.
Morrison Health Care, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity
Historical For the FiscalYear Ended (In thousands, except per share data) June 1, June3, June 4, 1996 1995 1994 Shares Amounts Amounts Amounts Common stock Shares issued pursuant to spin-off from Morrison Restaurants Inc. 11,678 $ 117 $ 0 $ 0 Shares issued under Stock Incentive Plans 113 1 0 0 Ending balances 11,791 118 0 0 Additional paid-in capital Distribution of Morrison Restaurants Inc.'s investment in the Company to Morrison Restaurants Inc. shareholders 3,898 0 0 Shares issued under Stock Incentive Plans 1,543 0 0 Ending balance 5,441 0 0 Morrison Restaurants Inc. equity investment Beginning balance 9,015 51,164 56,807 Net income for the three quarters ended March 2, 1996 and the years ended June 3, 1995 and June 4, 1994 6,791 36,826 13,237 Cash transfers to Morrison Restaurants Inc. (12,749) (78,975) (18,880) Distribution of Morrison Restaurants Inc.'s investment in the Company to Morrison Restaurants Inc. shareholders (3,057) 0 0 Ending balance 0 9,015 51,164 Retained earnings Net income for the quarter ended June 1, 1996 2,489 0 0 Cash dividends of $0.205 per share (2,403) 0 0 Ending balance 86 0 0 Treasury stock (held by deferred compensation plan) Distribution of Morrison Restaurants Inc.'s investment in the Company to Morrison Restaurants Inc. shareholders (958) 0 0 Sale of treasury stock 29 0 0 Ending balance (929) 0 0 Total stockholders' equity $ 4,716 $ 9,015 $ 51,164 The accompanying notes are an integral part of the financial statements.
Notes to Consolidated Financial Statements Note 1: Summary of Significant Accounting Policies Basis of Presentation On March 9, 1996, Morrison Health Care, Inc. (the "Company" or "MHCI") was spun off from Morrison Restaurants Inc. ("MRI"). Prior to the spin-off, MHCI was a wholly owned health care contract food and nutrition business of MRI. Prior to August 8, 1994, the Company's operations included education, business and industry ("B&I") contracts and assets. The B&I contracts and assets were sold on that date to Gardner Merchant Food Services, Inc. See Note 3 of Notes to Consolidated Financial Statements for more information. The accompanying financial statements have been prepared as if MRI's health care contract food and nutrition and B&I businesses had operated as a stand-alone entity for all periods presented. Such statements include the assets, liabilities, revenues and expenses that are directly related to the Company's operations. They also include an allocation of certain assets, liabilities and general corporate expenses of MRI, such as executive payroll, legal, data processing and interest, which are related to the Company. Amounts were allocated on a specific identification method where appropriate and on a pro rata basis otherwise. Management believes the allocation methods used are reasonable. The preparation of financial statements in conformity with generally accepted accounting principles requires Management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Morrison Health Care, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Fiscal Year The Company's fiscal year ends on the first Saturday after May 30. The fiscal years ended June 1, 1996, June 3, 1995 and June 4, 1994 were comprised of 52 weeks. Cash and Short-Term Investments The Company's cash management program provides for the investment of excess cash balances in short-term money market instruments. Short-term investments are stated at cost, which approximates market. The Company considers marketable securities with a maturity of three months or less when purchased to be short-term investments. Inventories Inventories consist of materials, food supplies, china and silver and are stated at the lower of cost (first in-first out) or market. Property and Equipment and Depreciation Depreciation for financial reporting purposes is computed using the straight-line method over the estimated useful lives of the assets. Annual rates of depreciation range from 3% to 5% for buildings and from 8% to 34% for kitchen and other equipment. During March, 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to be Disposed Of" (FAS 121). FAS 121 requires that, beginning in fiscal years starting after December 15, 1995, long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets and certain identifiable intangibles to be disposed of are generally to be reported at the lower of carrying amount or fair value less cost to sell. The Company adopted FAS 121 in 1996. Such adoption did not have a material impact on the Company's financial position or results of operations. Intangible Assets Excess of costs over the fair value of net assets acquired of purchased businesses generally is amortized on a straight-line basis over 40 years. At June 1, 1996 and June 3, 1995, the accumulated amortization for costs in excess of net assets acquired was $1.4 million and $1.3 million, respectively. The carrying value of goodwill and other intangibles is evaluated periodically in relation to the operating performance and future undiscounted cash flows of each operating business acquired. Adjustments are made if the sum of expected future net cash flows is less than net book value. The Company believes that the remaining amounts of these assets have continuing value. Revenue Recognition Revenue is recognized upon performance of services. The Company operates under two major types of contracts, management fee and profit and loss. While actual services performed are the same, revenue recognition varies by type of contract based on the expenses and payroll paid by the Company. In a management fee account, revenue, in addition to the fee, is recognized only when the Company pays expenses or employees are on the Company's payroll. In a profit and loss account where MHCI assumes the risk of profit or loss for the foodservice operation, the amount of revenue reported is the actual revenue generated from meals served to patients, client employees and visitors. Income Taxes For periods prior to the spin-off, the accompanying statements of income reflect an income tax expense representing the Company's allocated share of MRI's tax expense and the Company's actual tax expenses for the fourth quarter of fiscal year 1996. The allocated income tax expense approximates the tax expense of the Company on a stand-alone basis. Deferred income taxes are determined utilizing a liability approach. This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities. Earnings Per Share Earnings per share are computed by dividing net income by the weighted average number of common and common equivalent shares outstanding. Weighted average shares for 1996 are determined as if the shares issued in connection with the Distribution were outstanding from the beginning of the year. Earnings per share are not presented for 1995 and 1994 because the Company was not publicly held prior to the Distribution date. Pre-Opening Expenses Pre-opening costs, such as salaries, personnel training costs and other expenses of opening a new account are often reimbursed by the client. In circumstances when they are not reimbursed, these costs are charged to expense as incurred. Financial Instruments The Company's financial instruments at June 1, 1996 and June 3, 1995, consisted of cash and short-term investments, accounts and notes receivable and long-term debt. The fair value of these financial instruments approximated the carrying amounts reported in the balance sheets. Although substantially all of the Company's trade accounts receivable are from health care institutions, Management believes that concentrations of credit risk are limited due to the geographic diversity of the Company's customer base. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Historically, the Company has not experienced significant losses related to trade accounts receivable from individual customers or from groups of customers in any geographic area. Stock-Based Employee Compensation Plans During October, 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" (FAS 123). FAS 123 establishes financial accounting and reporting standards for stock-based employee compensation plans. FAS 123 defines a fair value based method of accounting for an employee stock option or similar equity instrument. FAS 123 allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees." The Company intends to continue to measure compensation cost following the principles of APB Opinion No. 25 and will therefore be required to present pro forma disclosures of net income and earnings per share as if the fair value based method had been applied beginning in fiscal 1997. Note 2: Distribution On March 7, 1996, the shareholders of MRI approved the Distribution by MRI of all the outstanding shares of common stock of Morrison Health Care, Inc., a wholly owned subsidiary of MRI. The Board of Directors of MRI believed that the Distribution was in the best interests of MRI and its stockholders because the separation of MRI's three lines of business will, among other things: (i) allow management of each of the three companies to concentrate its full attention on its business and allow each company to reward management and employees based on the performance of its business; (ii) allow each company to access the capital markets directly to raise capital; (iii) establish a value for each company that is independent of the other businesses and provide investors and securities analysts a clearer basis on which to understand and analyze the three businesses; and (iv) allow MHCI to establish equity-based benefit plans which can hold MHCI common stock. The following Unaudited Pro Forma Consolidated Statements of Income have been prepared to illustrate certain estimated effects of the Distribution. These statements include adjustments for the effect of costs and expenses which might have occurred had the Distribution occurred June 5, 1994. Adjustments are based on the assumptions set forth below the statement. For the Fiscal Year Ended (In thousands, except per share data)
June 1, 1996 June 3, 1995 Unaudited Unaudited Pro Forma Unaudited Pro Forma Unaudited Historical Adjustments Pro Forma Historical Adjustments Pro Forma Revenues $219,995 $ 0 $219,995 $225,392 $ 0 $225,392 Operating costs and expenses:* Operating expenses 180,607 0 180,607 187,426 0 187,426 Selling, general and administrative 20,670 1,420(a) 22,090 18,946 1,567(a) 20,513 Restructure cost 1,398 0 1,398 0 0 0 Asset impairment 193 0 193 0 0 0 Net gain on sale/ closure of B&I accounts 0 0 0 (46,782) 0 (46,782) Interest expense, net 1,116 400(b) 1,516 507 0 507 203,984 1,820 205,804 160,097 1,567 161,664 Income before provision for income taxes 16,011 (1,820) 14,191 65,295 (1,567) 63,728 Provision for federal and state income taxes 6,731 (760)(c) 5,971 28,469 (683)(c) 27,786 Net income $ 9,280 $(1,060) $ 8,220 $36,826 $ (884) $ 35,942 Earnings per common and common equivalent share $ 0.70 $ 3.00 Weighted average common and common equivalent shares 11,811(d) 11,974(d) The pro forma adjustments to the accompanying historical statements of income for the fiscal years ended June 1, 1996 and June 3, 1995 are described below: (a) To record the increase in operating expenses, selling, general and administrative expenses which presumably would have been incurred by MHCI had MHCI been a separate and stand-alone entity. (b) To record the increase in interest expense which would have been incurred by MHCI had MHCI been a separate and stand-alone entity. (c) To record the estimated income tax benefit associated with pro forma adjustments (a) and (b) at an assumed combined state and federal effective income tax rate of 41.8% and 43.6% for the years ended June 1, 1996 and June 3, 1995, respectively. The assumed effective income tax rate is comprised of a 35% statutory federal income tax rate plus applicable state income taxes and permanent differences, less applicable tax credits. (d) The number of equivalent shares for periods prior to the spin- off is based on the number of MRI's common and common equivalent shares adjusted for the 1 for 3 distribution ratio.
Unaudited Pro Forma quarterly financial results for the years ended June 1, 1996 and June 3, 1995 are summarized below. All quarters are composed of 13 weeks.
For the fiscal year ended June 1, 1996: First Second Third Fourth (In thousands, except per share data) Quarter Quarter Quarter Quarter Total Revenues $ 56,289 $ 56,592 $ 54,224 $ 52,890 $219,995 Gross profit* $ 10,273 $ 10,800 $ 8,417 $ 9,898 $ 39,388 Income before restructure cost, asset impairment and income taxes $ 4,926 $ 4,378 $ 2,187 $ 4,291 $ 15,782 Restructure cost 0 0 (1,398) 0 (1,398) Asset impairment 0 0 (193) 0 (193) Income Before income taxes 4,926 4,378 596 4,291 14,191 Provision for federal and state income taxes 2,032 1,887 250 1,802 5,971 Net income $ 2,894 $ 2,491 $ 346 $ 2,489 $ 8,220 Earnings per common and common equivalent share: Before restructure cost and asset impairment $ 0.24 $ 0.22 $ 0.11 $ 0.21 $ 0.78 Restructure cost and asset impairment 0.00 0.00 (0.08) 0.00 (0.08) Total $ 0.24 $ 0.22 $ 0.03 $ 0.21 $ 0.70 For the fiscal year ended June 3, 1995: Revenues $ 53,971 $ 56,578 $ 56,578 $ 58,265 $225,392 Gross profit* $ 8,594 $ 9,585 $ 8,857 $ 10,930 $ 37,966 Income before income taxes $ 50,575** $ 4,965 $ 2,956 $ 5,232 $ 63,728 Provision for federal and state income taxes 22,495 1,999 1,185 2,107 27,786 Net income $ 28,080 $ 2,966 $ 1,771 $ 3,125 $ 35,942 Earnings per common and common equivalent share*** $ 2.30 $ 0.26 $ 0.17 $ 0.27 $ 3.00 *The Company defines gross profit as revenues less operating expenses. **Includes a pretax gain of $46,782 realized upon the sale of B&I. ***The sale of B&I contributed earnings per share of $2.12 in the first quarter.
Note 3: Sale of the Education, Business and Industry Contracts and Assets On August 8, 1994, the Company sold certain education, business and industry (B&I) contracts and assets to Gardner Merchant Services, Inc., for a cash payment of $100 million. The remaining B&I accounts were closed. The sale of the B&I accounts and the discontinuance of the remaining accounts resulted in a pretax gain of $46.8 million, or $25.8 million after applicable taxes. Sales from B&I contracts in fiscal year 1994 were $250.7 million, with operating profits of $6.3 million (after allocation of Morrison Restaurants Inc. corporate overhead of $1.0 million). Note 4: Notes Payable Notes payable consists of the following: Fiscal Year Ended (In thousands) June 1, 1996 June 3, 1995 6.7% Term note due in equal quarterly installments of $1,250 from 1998-2001 $20,000 $ 0 Revolving credit facility*m 0 19,200 Other notes and mortgages 45 56 20,045 19,256 Less current maturities 11 11 $20,034 $19,245 *Allocated from Morrison Restaurants Inc. Aggregate maturities of long-term borrowings over the next five years are as follows: 1997 - $11; 1998 - $5,011; 1999 - $5,011; 2000 - $5,012; and 2001 - $5,000. In March, 1996, the Company entered into a five-year $50 million credit facility with various banks. The credit facility includes a $30 million revolving line of credit which allows the Company to borrow under various interest rate options. Commitment fees of 0.25% per annum are payable on the unused portion of the credit facility. At June 1, 1996, the Company had $2.5 million of borrowing under the revolver outstanding at an interest rate of 6.4% per annum. The balance of the $50 million credit facility, $20 million, is a term note which will be repaid in quarterly installments of $1.25 million commencing June 30, 1997. In order to control the interest cost on the term note, the Company entered into an interest rate swap agreement. This swap agreement effectively limits the interest rate to a maximum of 6.7% per annum for the period of the term note. In addition, the Company had lines of credit amounting to $5 million. At June 1, 1996, the Company had $4.3 million of borrowings outstanding under the terms of these lines at interest rates ranging from 6.4% to 6.25% per annum. For fiscal year 1995, the Company's debt allocation was determined by applying the pro rata percentage intended to be allocated and to be assumed by the Company at the date of Distribution to the outstanding Morrison Restaurants Inc. corporate debt at each balance sheet date. The credit facility provides for certain restrictions on incurring additional indebtedness and to certain funded debt, net worth and fixed charge coverage requirements. At June 1, 1996, retained earnings in the amount of $86,000 were available for distribution under the debt restrictions. Note 5: Rents Under the terms of certain of its contracts, the Company is required to make rent payments to its health care institution customers. These contracts may provide for additional contingent rents based upon sales volume and contain options to renew. Generally, the underlying contracts can be canceled upon 60-90 days notice. Rental expense pursuant to contracts is summarized as follows: For the Fiscal Year Ended June 1, June 3, June 4, (In thousands) 1996 1995 1994 Minimum rent $1,168 $1,585 $ 6,571 Contingent rent 291 2,497 6,595 $1,459 $4,082 $13,166 Note 6: Income Taxes The components of income tax expense are as follows: For the Fiscal Year Ended June 1, June 3, June 4, (In thousands) 1996 1995 1994 Current: Federal $1,479 $24,486 $6,870 State 325 4,955 1,256 1,804 29,441 8,126 Deferred: Federal 4,127 (812) 188 State 800 (160) 37 4,927 (972) 225 $6,731 $28,469 $8,351 Deferred tax assets and liabilities are comprised of the following: For the Fiscal Year Ended (In thousands) June 1, 1996 June 3, 1995 Deferred tax assets: Employee benefits $3,106 $4,266 Insurance reserves 2,196 4,001 Bad debt reserve 447 644 Account closing reserve 126 3,225 Other 428 115 Total deferred tax assets 6,303 12,251 Deferred tax liabilities: Depreciation 239 286 Retirement plans 448 567 Prepaid deductions 209 195 B&I related and other 1,354 2,223 Total deferred tax liabilities 2,250 3,271 Net deferred tax asset $4,053 $8,980 FAS 109 specifies that deferred tax assets are to be reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. Management believes that future taxable income should be sufficient to realize all of the Company's deferred tax assets based on historical earnings of the Company, and therefore, a valuation allowance has not been established. A reconciliation from the statutory federal income tax expense to the reported income tax expense is shown below: Fiscal Year Ended June 1, June 3, June 4, (In thousands) 1996 1995 1994 Statutory federal income taxes $5,604 $22,853 $7,559 State income taxes net of federal income tax benefit 732 2,868 908 Tax credits 0 (346) (174) B&I divestiture items 0 2,575 0 Other, net 395 519 58 $6,731 $28,469 $8,351 The effective income tax rate was 42.0%, 43.6% and 38.7% in 1996, 1995 and 1994, respectively. The effective income tax rate increase in fiscal year 1995 was due to the nondeductibility of acquired goodwill disposed of in connection with the divestiture of the B&I accounts. In connection with the Distribution, the Company entered into a tax allocation agreement with Morrison Fresh Cooking, Inc. ("MFC") and RTI. This agreement provided that the Company will pay its share of RTI's consolidated tax liability for the period in which the Company was included in MRI's consolidated federal income tax return. It also provides for sharing, where appropriate, of state, local and foreign taxes attributable to periods prior to the date of Distribution. Note 7: Employee Benefit Plans Prior to the spin-off, the Company entered into an agreement with RTI and MFC providing for the allocation of employee benefit rights and responsibilities among the three companies. The following benefit plans were established by the Company as of the spin-off date. These plans were generally designed as a mirror image of the MRI plans. Salary Deferral Plan Under the Morrison Health Care, Inc. Salary Deferral Plan, each eligible employee may elect to make pretax contributions to a trust fund in amounts ranging from 2% to 10% of their annual earnings. Employees contributing a pretax contribution of at least 2% may elect to make after-tax contributions not in excess of 10% of annual earnings. The Company contribution to the Plan is based on the employee's pretax contribution and years of service. After three years of service (including service with MRI) the Company contributes 20% of the employee's pretax contribution, 30% after ten years of service, and 40% after 20 years of service. Normally, the full amount of each participant's interest in the trust fund will be paid upon retirement or total disability. However, the Plan allows participants to make early withdrawals of pretax and after-tax contributions, subject to certain restrictions. The Company's contribution to the trust fund approximated $244,000, $349,000 and $342,000, for 1996, 1995 and 1994, respectively. Deferred Compensation Plan The Company maintains the Morrison Health Care, Inc. Deferred Compensation Plan for certain selected employees. The provisions of this Plan are similar to those of the Salary Deferral Plan. Differences include employees who are eligible to participate and different limitation amounts on deferral elections that may be made by participants. The Company's contributions under the Plan approximated $137,000, $196,000 and $223,000, for 1996, 1995 and 1994, respectively. Assets of the Plan are held by a rabbi trust. Under current accounting rules, assets of a rabbi trust must be accounted for as if they are assets of the Company; therefore, all earnings and expenses will be recorded in the Company's financial statements. The net of the MHCI rabbi trust's earnings and losses is recorded as additional liability to the participants and is considered to be interest expense to the Company. The Company recorded interest expense of $12,000 for this Plan in 1996. Assets of the Plan approximated $4,327,000 at June 1, 1996 and include $929,000 of MHCI common stock which is accounted for as treasury stock at cost. Retirement Plan The Retirement Plan was frozen by RTI (formerly Morrison Restaurants Inc.) on December 31, 1987 and will remain part of RTI. No additional benefits accrued and no new participants entered the Plan after that date. The Company will continue to share in future expenses of the Plan. Participants will receive benefits based upon salary and length of service. The Plan's assets include common stock, fixed income securities, short-term investments and cash. There were no contributions made to the Plan in 1996, 1995 or 1994. Executive Supplemental Pension Plan Under the Morrison Health Care, Inc. Executive Supplemental Pension Plan, employees with average compensation of at least $120,000 and who have completed five years (including service with MRI) in a qualifying position become eligible to earn supplemental retirement payments based upon salary and length of service (including service as part of MRI), reduced by social security benefits and amounts otherwise receivable under the Retirement Plan. Management Retirement Plan Under the Morrison Health Care, Inc. Management Retirement Plan, individuals who have 15 years of credited service (including service with MRI) and whose average annual compensation for the immediately preceding three calendar years equaled or exceeded $40,000, will become participants. Participants will receive benefits based upon salary and length of service (including service with MRI), reduced by social security benefits and benefits payable under the Retirement Plan and Executive Supplemental Pension Plan. To provide a funding source for the payment of benefits under the Executive Supplemental Pension Plan and the Management Retirement Plan, the Company owns whole-life insurance contracts on some of the participants. The cash value of these policies, net of loans, was $873,000 at June 1, 1996. The policies have been placed in a rabbi trust which will hold the policies and death benefits as they are received. The following table presents the components of pension expense, the funded status and amounts recognized in the Company's financial statements for the Retirement Plan, the Executive Supplemental Pension Plan and the Management Retirement Plan. Accumulated Benefits Exceed Assets Assets Exceed Accumulated Benefits Executive Supplemental Pension Plan Retirement Plan and Management Retirement Plan
For the Fiscal Year Ended June 1, June 3, June 4, June 1, June 3, June 4, (In thousands) 1996 1995 1994 1996 1995 1994 Components of pension expense (income): Service cost $ 0 $ 0 $ 0 $ 63 $ 82 $ 74 Interest cost 354 544 539 251 315 256 Actual return on plan assets (833) (174) (802) 0 0 0 Amortization and deferral 526 (413) 226 122 141 178 Curtailment loss 0 0 0 0 288 0 Settlement loss (gain) 0 115 0 0 (162) 0 Other 0 0 0 0 102 0 $ 47 $ 72 $ (37) $ 436 $ 766 $ 508 Plan assets at fair value $4,766 $6,679 $7,658 $ 0 $ 0 $ 0 Actuarial present value of projected benefit obligations: Accumulated benefit obligations: Vested 4,691 6,532 7,485 1,606 3,919 2,172 Nonvested 0 0 0 0 9 622 Provision for future salary increases 0 0 0 1,116 1,009 1,575 Total projected benefit obligations 4,691 6,532 7,485 2,722 4,937 4,369 Excess (deficit) of plan assets over projected benefit obligations 75 147 173 (2,722) (4,937) (4,369) Unrecognized net loss(gain) 642 1,300 1,153 216 (302) 166 Unrecognized prior service cost 0 0 7 351 760 220 Unrecognized net transition obligations 412 714 808 541 1,133 1,343 Additional minimum liability 0 0 0 (376) (660) (356) Prepaid (accrued) pension cost $1,129 $2,161 $2,141 $(1,990) $(4,006) $(2,996)
The weighted-average discount rate for all three plans was 7.75%, 8.5% and 7.5% for 1996, 1995 and 1994, respectively. The rate of increase in compensation levels for the Executive Supplemental Pension Plan and Management Retirement Plan was 4% for 1996 and 1995, and 5% for 1994. The expected long-term rate of return on plan assets for the Retirement Plan was 10% for all three years. Note 8: Postretirement Benefits Other Than Pensions The Company provides health care benefits to substantially all retired employees and life insurance benefits to certain retirees. Benefits are funded as medical claims and life insurance premiums are incurred. Retirees become eligible for retirement benefits if they have met certain service and minimum age requirements at date of retirement. The Company accrues expenses related to postretirement health care and life insurance benefits during the years an employee provides services. The total postretirement benefit costs for 1996, 1995 and 1994 were $191,000, $143,000 and $140,000, respectively. The actuarial present value of accumulated postretirement benefit obligations and the amounts recognized in the Company's balance sheet are as follows: Fiscal Year Ended (In thousands) June 1, 1996 June 3, 1995 Retirees $1,591 $1,061 Fully eligible active plan participants 196 167 Other active plan participants 117 114 Accumulated postretirement benefit obligation 1,904 1,342 Unrecognized net loss (409) (305) Accrued postretirement benefit cost $1,495 $1,037 The postretirement benefit cost is as follows: Fiscal Year Ended (In thousands) June 1, 1996 June 3, 1995 June 4, 1994 Service cost $ 8 $ 7 $ 10 Interest cost 155 104 97 Amortization of unrecognized net loss 28 32 33 Postretirement benefit cost $191 $143 $140 The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation was 0% because the Company has frozen current and future contribution levels. Increases in health care cost due to factors such as inflation, changes in health care utilization or delivery patterns, technological advances and changes in the health status of plan participants will be borne by the participants. Measurement of the accumulated postretirement benefit obligation was based on an assumed 7.75%, 8.5% and 7.5% discount rate for fiscal 1996, 1995 and 1994, respectively. Note 9: Preferred Stock Under its Certificate of Incorporation, the Company is authorized to issue preferred stock with a par value of $0.01 in an amount not to exceed 250,000 shares which may be divided into and issued in designated series, with dividend rates, rights of conversion, redemption, liquidation prices and other terms or conditions as determined by the Board of Directors. No preferred shares have been issued as of June 1, 1996. The Board of Directors has designated 50,000 of such shares as Series A Junior Participating Preferred Stock and has issued rights to acquire such shares, upon certain events, with an exercise price to be determined, but substantially above the expected trading price. The rights will expire ten years after the date such rights are issued, and may be redeemed prior to ten days after the acquisition of 20% or more of the Company's common stock. Note 10: Capital Stock, Options and Bonus Plans The Morrison Health Care, Inc. 1996 Stock Incentive Plan In March, 1996, the shareholders of MRI approved the Morrison Health Care, Inc. 1996 Stock Incentive Plan. A Committee, appointed by the Board, administers the Plan on behalf of the Company and has complete discretion to determine participants and the terms and provisions of Stock Incentives, subject to the Plan. The Plan permits the Committee to make awards of shares of common stock, awards of derivative securities related to the value of the common stock, and certain cash awards to eligible persons. These discretionary awards may be made on an individual basis or pursuant to a program approved by the Committee for the benefit of a group of eligible persons. The Plan permits the Committee to make awards of a variety of stock incentives, including (but not limited to) dividend equivalent rights, incentive stock options, nonqualified stock options, performance unit awards, phantom shares, stock appreciation rights and stock awards. All options awarded under the Plan have been at the prevailing market value at the time of issue or grant. During 1996, 35,783 shares were issued under the Plan. At June 1, 1996, the Company had reserved a total of 714,217 shares of common stock for this Plan. At the June, 1996 meeting of the Board of Directors, an additional 100,000 shares of common stock were reserved for this Plan. Of the total 814,217 reserved, 350,000 of that total have been reserved subject to stockholder approval. The Morrison Health Care, Inc. Stock Incentive and Deferred Compensation Plan for Directors In March, 1996, the shareholders of MRI approved the Morrison Health Care, Inc. Stock Incentive and Deferred Compensation Plan for Directors. The Plan provides nonmanagement directors with opportunities to defer the receipt of their retainer fees or to allocate their retainer fees to purchase shares of the Company. In general, the Plan sets a target ownership level for nonmanagement directors. To facilitate attaining the target ownership level, the Plan provides that the directors must use 60% of their retainer to purchase shares of the Company. Each director purchasing stock receives additional shares equal to 15% of the shares purchased and three times the total shares in options, which after six months are exercisable for five years from the grant date. All options awarded under the Plan have been at the prevailing market value at the time of issue or grant. During 1996, 967 shares were issued under the Plan. Pursuant to this Plan, a one-time restricted stock award totaling 5,000 shares was made in fiscal 1996 to a nonmanagement director. A Committee, appointed by the Board, administers the Plan on behalf of the Company. At June 1, 1996, the Company has reserved 94,033 shares of common stock for this Plan. The Morrison Health Care, Inc. 1996 Non-Executive Stock Incentive Plan In March, 1996, the Board of Directors approved the Morrison Health Care, Inc. 1996 Non-Executive Stock Incentive Plan. A Committee, appointed by the Board, administers the Plan on behalf of the Company and has full authority in its discretion to determine the officers and key employees to whom stock incentives are granted and the terms and provisions of stock incentives, subject to the Plan. The Plan permits the Committee to make awards of shares of common stock, awards of derivative securities related to the value of the common stock and certain cash awards to eligible persons. These discretionary awards may be made on an individual basis or pursuant to a program approved by the Committee for the benefit of a group of eligible persons. All options awarded under the Plan have been at the prevailing market value at the time of issue or grant. During 1996, 69,281 shares were issued under the Plan. At June 1, 1996, the Company had reserved a total of 2,180,719 shares of common stock for this Plan. Under the terms of the Distribution, current holders of MRI stock options received adjusted, substitute options in MHCI, MFC and RTI which, in the aggregate, preserved the economic value as well as the material terms, such as option period, vesting provisions and payment terms, the optionee had in the original MRI options prior to the Distribution. The following table summarizes the activity in options under these stock option plans: Number of Shares Under Option (Amounts in thousands, except per share data) 1996 March 2, 1996 (Converted MRI options) 1,493 Granted 950 Exercised (57) Forfeited (18) End of Year 2,368 Exercisable 1,056 Outstanding options' prices $8.36 - $31.59 Exercised options' prices $9.55 - $14.56 Note 11: Contingencies At June 1, 1996, the Company was contingently liable for approximately $6.8 million in letters of credit, issued primarily in connection with its workers' compensation and casualty insurance programs. The Company is presently, and from time to time, subject to pending claims and lawsuits arising in the ordinary course of its business. In the opinion of Management, the ultimate resolution of these pending legal proceedings will not have a material adverse effect on the Company's operations or financial position. Prior to the Distribution, the Company enter into an agreement with MFC and RTI providing for assumptions of liabilities and cross-indemnities designed to allocate generally, among the three companies, effective as of the Distribution date, financial responsibility for liabilities arising out of or in connection with business activities prior to the Distribution. Note 12: Supplemental Quarterly Financial Data (Unaudited) Quarterly financial results for the years ended June 1, 1996, and June 3, 1995, are summarized below. All quarters are composed of 13 weeks. Amounts presented are in thousands. First Second Third Fourth Historical Quarter Quarter Quarter Quarter Total For the year ended June 1, 1996: Revenues $56,289 $56,592 $54,224 $52,890 $219,995 Gross profit* $10,326 $10,747 $ 8,417 $ 9,898 $ 39,388 Income before income taxes $ 5,677 $ 4,827 $ 1,216 $ 4,291 $ 16,011 Provision for federal and state income taxes 2,342 2,082 505 1,802 6,731 Net income $ 3,335 $ 2,745 $ 711 $ 2,489 $ 9,280 For the year ended June 3, 1995: Revenues $53,971 $56,578 $56,578 $58,265 $225,392 Gross profit* $ 8,594 $ 9,585 $ 8,857 $10,930 $ 37,966 Income before income taxes $50,898** $ 5,305 $ 3,345 $ 5,747 $ 65,295 Provision for federal and state income taxes 22,637 2,149 1,355 2,328 28,469 Net income $ 28,261 $ 3,156 $ 1,990 $ 3,419 $ 36,826 *The Company defines gross profit as revenue less operating expenses. **Includes a pretax gain of $46,782 realized upon the sale of B&I.
Common Stock Market Prices and Dividends Morrison Health Care, Inc. common stock is publicly traded on the New York Stock Exchange under the ticker symbol MHI. The reported high and low prices for the period from March 11, 1996, the first day of public trading, to June 1, 1996, were $18.375 and $13.75, respectively. The Company paid a quarterly cash dividend during this same period of $0.205 per share. On June 26, 1996, the Company's Board of Directors declared a quarterly dividend of $0.205 per share payable July 31, 1996 to 6,413 shareholders of record on July 12, 1996. Report of Independent Auditors Stockholders and Board of Directors Morrison Health Care, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheets of Morrison Health Care, Inc. and Subsidiaries as of June 1, 1996 and June 3, 1995, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three fiscal years in the period ended June 1, 1996. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Morrison Health Care, Inc. and Subsidiaries at June 1, 1996 and June 3, 1995, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended June 1, 1996, in conformity with generally accepted accounting principles. BY:/s/ ERNST & YOUNG, LLP ERNST & YOUNG, LLP Atlanta, Georgia June 21, 1996 EX-22 4 Morrison Health Care, Inc. Exhibit 22.1 List of Subsidiaries State of Incorporation - Pennsylvania Custom Management Corporation Custom Management Corporation of Pennsylvania Morrison Custom Management Corporation of Pennsylvania John C. Metz & Associates State of Incorporation - Texas Morrison's Health Care of Texas, Inc. EX-23 5 Morrison Health Care, Inc. Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in this Annual Report (Form 10-K) of Morrison Health Care, Inc. and Subsidiaries of our report dated June 21, 1996, included in the 1996 Annual Report to Stockholders of Morrison Health Care, Inc. and Subsidiaries. Our audits also included the financial statement schedule of Morrison Health Care, Inc. and Subsidiaries listed in Item 14(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in the Registration Statements of Morrison Health Care, Inc. and Subsidiaries listed below of our report dated June 21, 1996, with respect to the consolidated financial statements incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule included in this Annual Report (Form 10-K) of Morrison Health Care, Inc. and Subsidiaries. -Registration Statement No. 333-2098 on Form S-8 dated March 8, 1996 and related Prospectus -Registration Statement No. 333-2100 on Form S-8 dated March 8, 1996 and related Prospectus -Registration Statement No. 333-2102 on Form S-8 dated March 8, 1996 and related Prospectus -Registration Statement No. 333-2104 on Form S-8 dated March 8, 1996 and related Prospectus -Registration Statement No. 333-2106 on Form S-8 dated March 8, 1996 and related Prospectus -Registration Statement No. 333-2108 on Form S-8 dated March 8, 1996 and related Prospectus -Registration Statement No. 333-4504 on Form S-8 dated May 3, 1996 and related Prospectus -Registration Statement No. 333-4508 on Form S-8 dated May 3, 1996 and related Prospectus By:/s/ Ernst & Young, LLP Ernst & Young, LLP August 26, 1996 Atlanta, Georgia EX-27 6
5 This schedule contains summary financial information extracted from the Consolidated Balance Sheets and Consolidated Statements of Income on pages 24 through 25 of the Company's 1996 Annual Report to Stockholders and is qualified in its entirety by reference to such financial statements. 1,000 12-MOS JUN-01-1996 JUN-01-1996 6,088 0 21,213 1,122 3,986 36,840 15,229 9,571 62,543 26,721 20,034 0 0 118 4,598 62,543 219,995 219,995 180,607 180,607 22,261 0 1,544 16,011 6,731 9,280 0 0 0 9,280 0.79 0.79
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