-----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, LRm8xqprP27r/gBpWeiZAc3qNqABUA/R9A8lq/9XKv6mvPT766eK4xwgKhc1RTm2 b4+M/6gq8xcB++kiT5FbzA== /in/edgar/work/0000912057-00-043741/0000912057-00-043741.txt : 20001005 0000912057-00-043741.hdr.sgml : 20001005 ACCESSION NUMBER: 0000912057-00-043741 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000826 FILED AS OF DATE: 20001004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MULTIFOODS CORP CENTRAL INDEX KEY: 0000051410 STANDARD INDUSTRIAL CLASSIFICATION: [5140 ] IRS NUMBER: 410871880 STATE OF INCORPORATION: DE FISCAL YEAR END: 0303 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-06699 FILM NUMBER: 734675 BUSINESS ADDRESS: STREET 1: 200 EAST LAKE STREET CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 6123403300 MAIL ADDRESS: STREET 1: 200 EAST LAKE STREET CITY: WAYZATA STATE: MN ZIP: 55391 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MILLING CO INC DATE OF NAME CHANGE: 19700217 10-Q 1 a2027102z10-q.txt 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 26, 2000 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission File Number 1-6699 INTERNATIONAL MULTIFOODS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 41-0871880 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 110 CHESHIRE LANE, SUITE 300, MINNETONKA, MINNESOTA 55305 (Address of principal executive offices) (Zip Code) (952) 594-3300 (Registrant's telephone number, including area code) (NOT APPLICABLE) (Former name, former address and former fiscal year, if changed since last report) 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 --- --- The number of shares outstanding of the registrant's Common Stock, par value $.10 per share, as of September 29, 2000 was 18,745,382. PART I. FINANCIAL INFORMATION INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Consolidated Condensed Statements of Operations (unaudited) (in thousands, except per share amounts)
THREE MONTHS ENDED SIX MONTHS ENDED ------------------------- ------------------------- Aug. 26, Aug. 31, Aug. 26, Aug. 31, 2000 1999 2000 1999 - -------------------------------------------------------------------------------------------------------------- Net sales $ 585,350 $ 568,709 $ 1,195,610 $ 1,157,524 Cost of materials and production (496,802) (485,084) (1,018,886) (989,462) Delivery and distribution (43,524) (41,163) (87,030) (81,751) - -------------------------------------------------------------------------------------------------------------- Gross profit 45,024 42,462 89,694 86,311 Selling, general and administrative (33,240) (31,512) (66,752) (65,094) Unusual items 5,275 - 5,275 - - -------------------------------------------------------------------------------------------------------------- Operating earnings 17,059 10,950 28,217 21,217 Interest, net (3,301) (2,495) (6,516) (5,182) Other income (expense), net (300) (245) (582) (466) - -------------------------------------------------------------------------------------------------------------- Earnings from continuing operations before income taxes 13,458 8,210 21,119 15,569 Income taxes (8,179) (3,119) (11,090) (5,916) - -------------------------------------------------------------------------------------------------------------- Earnings from continuing operations 5,279 5,091 10,029 9,653 Loss from discontinued operations - (11,760) - (19,560) - -------------------------------------------------------------------------------------------------------------- Net earnings (loss) $ 5,279 $ (6,669) $ 10,029 $ (9,907) ============================================================================================================== Basic earnings (loss) per share: Continuing operations $ .28 $ .27 $ .54 $ .51 Discontinued operations - (.63) - (1.04) - -------------------------------------------------------------------------------------------------------------- Total $ .28 $ (.36) $ .54 $ (.53) ============================================================================================================== Diluted earnings (loss) per share: Continuing operations $ .28 $ .27 $ .53 $ .51 Discontinued operations - (.62) - (1.04) - -------------------------------------------------------------------------------------------------------------- Total $ .28 $ (.35) $ .53 $ (.53) ============================================================================================================== Average shares of common stock outstanding: Basic 18,740 18,749 18,738 18,752 Diluted 18,884 18,848 18,821 18,847 - -------------------------------------------------------------------------------------------------------------- Dividends per share of common stock $ .20 $ .20 $ .40 $ .40 - --------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated condensed financial statements. 2 INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Consolidated Condensed Balance Sheets (in thousands)
CONDENSED FROM AUDITED FINANCIAL (UNAUDITED) STATEMENTS AUG. 26, FEB. 29, 2000 2000 - ------------------------------------------------------------------------ ASSETS Current assets: Cash and cash equivalents $ 8,207 $ 11,224 Trade accounts receivable, net 130,536 122,638 Inventories 187,146 171,342 Other current assets 52,612 48,784 - ------------------------------------------------------------------------ Total current assets 378,501 353,988 - ------------------------------------------------------------------------ Property, plant and equipment, net 203,730 204,924 Goodwill, net 83,426 84,894 Other assets 96,840 92,401 - ------------------------------------------------------------------------ Total assets $762,497 $736,207 ======================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 62,884 $ 41,521 Current portion of long-term debt 11,000 20,000 Accounts payable 178,203 167,282 Other current liabilities 47,411 48,652 - ------------------------------------------------------------------------ Total current liabilities 299,498 277,455 - ------------------------------------------------------------------------ Long-term debt 146,199 147,199 Employee benefits and other liabilities 61,252 56,429 - ------------------------------------------------------------------------ Total liabilities 506,949 481,083 - ------------------------------------------------------------------------ Shareholders' equity: Common stock 2,184 2,184 Accumulated other comprehensive loss (14,297) (12,122) Other shareholders' equity 267,661 265,062 - ------------------------------------------------------------------------ Total shareholders' equity 255,548 255,124 - ------------------------------------------------------------------------ Commitments and contingencies - ------------------------------------------------------------------------ Total liabilities and shareholders' equity $762,497 $736,207 ========================================================================
See accompanying notes to consolidated condensed financial statements. 3 INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (unaudited) (in thousands)
SIX MONTHS ENDED ------------------- Aug. 26, Aug. 31, 2000 1999 - ------------------------------------------------------------------------- Cash flows from operations: Earnings from continuing operations $ 10,029 $ 9,653 Adjustments to reconcile earnings from continuing operations to cash used for continuing operations: Depreciation and amortization 12,431 10,923 Deferred income tax expense 2,419 1,430 Unusual items (5,275) - Provision for losses on (recoveries of) receivables 902 (76) Changes in working capital: Accounts receivable (8,939) (8,006) Inventories (16,572) (15,607) Other current assets (6,104) (6,539) Accounts payable 11,353 5,392 Other current liabilities 1,821 (1,778) Other, net (7,244) (3,051) - ------------------------------------------------------------------------- Cash used for continuing operations (5,179) (7,659) Cash provided by (used for) discontinued operations 1,418 (10,937) - ------------------------------------------------------------------------- Cash used for operations (3,761) (18,596) - ------------------------------------------------------------------------- Cash flows from investing activities: Capital expenditures (16,628) (21,857) Purchase of Venezuela operations assets - (15,799) Proceeds from property disposals 12,203 2,620 Payment received on note receivable 948 - Discontinued operations - 38,098 - ------------------------------------------------------------------------- Cash provided by (used for) investing activities (3,477) 3,062 - ------------------------------------------------------------------------- Cash flows from financing activities: Net increase in notes payable 21,724 33,464 Net increase (decrease) in long-term debt (10,000) 7,670 Dividends paid (7,479) (7,489) Proceeds from issuance of common stock - 811 Purchase of treasury stock - (1,545) Discontinued operations - (26,195) Other, net (17) 2,157 - ------------------------------------------------------------------------- Cash provided by financing activities 4,228 8,873 - ------------------------------------------------------------------------- Increase in cash from discontinued operations - (263) - ------------------------------------------------------------------------- Effect of exchange rate changes on cash and cash equivalents (7) (5) - ------------------------------------------------------------------------- Net decrease in cash and cash equivalents (3,017) (6,929) Cash and cash equivalents at beginning of period 11,224 13,495 - ------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 8,207 $ 6,566 =========================================================================
See accompanying notes to consolidated condensed financial statements. 4 INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements (unaudited) (1) In the Company's opinion, the accompanying unaudited consolidated condensed financial statements contained in this report reflect all adjustments (consisting of only normal recurring adjustments, except as noted elsewhere in the notes to the consolidated condensed financial statements) necessary to present fairly its financial position, results of its operations and cash flows for the interim periods presented. These statements are condensed and, therefore, do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The statements should be read in conjunction with the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended February 29, 2000. The results of operations for the three and six months ended August 26, 2000, are not necessarily indicative of the results to be expected for the full year. (2) DISCONTINUED OPERATIONS - The Venezuela Foods business is classified as discontinued operations in the consolidated condensed financial statements. As previously disclosed in the Company's Annual Report on Form 10-K for the year ended February 29, 2000, the Company completed the sale of its Venezuelan business in August 1999. (3) COMPREHENSIVE INCOME (LOSS) - The components of total comprehensive income (loss) were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED ------------------- ------------------- Aug. 26, Aug. 31, Aug. 26, Aug. 31, (in thousands) 2000 1999 2000 1999 - -------------------------------------------------------------------------- Net earnings (loss) $ 5,279 $(6,669) $10,029 $(9,907) Foreign currency translation adjustments 1,610 (973) (2,175) 1,143 - -------------------------------------------------------------------------- Comprehensive income (loss) $ 6,889 $(7,642) $ 7,854 $(8,764) ==========================================================================
(4) UNUSUAL ITEMS - In the second quarter of fiscal 2001, the Company recognized a pre-tax unusual gain of $5.3 million as follows:
Employee Gain on Termination Lease Sale of Benefits and Commitment (in millions) Building Other Costs Total - -------------------------------------------------------------------------------- Sale of headquarters building $5.8 $(0.2) $ - $ 5.6 Reversal of charges - 0.2 0.9 1.1 Severance and costs for closure of distribution centers - (1.1) (0.3) (1.4) - -------------------------------------------------------------------------------- Total unusual gain $5.8 $(1.1) $ 0.6 $ 5.3 ================================================================================
In August 2000, the Company recognized a pre-tax unusual gain of $5.8 million from the sale of its corporate headquarters building in Minnesota. The Company also recognized severance costs of $0.2 million for corporate staff reductions that were associated with the sale. During the second quarter, the Company decided to retain a distribution center in California that was originally scheduled to be closed as part of a fiscal 1999 5 restructuring plan. Approximately $1.1 million of costs were reversed in August 2000, which included lease commitment and termination costs. Remaining actions initiated in the fiscal 1999 plan have been substantially completed. In the second quarter, the Company decided to close its Boise, Idaho and West Allis, Wisconsin distribution centers. Components of charges resulting from the closures include losses on lease commitments and employee termination costs. In addition, the Company recognized severance and related costs associated with the departure of the distribution group's President. These actions resulted in unusual charges of $1.4 million. As previously disclosed in the first quarter 10-Q report, the Company is in the process of expanding its Canadian condiments operation in Dunnville, Ontario, and consolidating the condiment processing operations into that facility over the next two years. Beginning in early 2001, processing currently handled at a plant in Scarborough, Ontario, will be gradually shifted to Dunnville, which will undergo an expansion. The Company plans to sell the Scarborough facility, which is located in a growing metropolitan area. Scarborough employees will be eligible and have first priority for positions in Dunnville as that facility expands. The project is expected to be completed in late fiscal 2002. The Company expects to recognize unusual charges for exit costs and unusual gains related to the Scarborough facility sale in several quarters over the next 15 months. Unusual charges will be recognized when certain details of the plan are determined, including the number of employees that will be separated and the related costs. While individual actions will result in one-time gains or losses, the Company believes the net effect will be an overall one-time unusual gain for the project. The liability associated with unusual items as of August 26, 2000, was as follows:
Employee Termination Lease Benefits and Commitment (in millions) Other Costs Total - -------------------------------------------------------------------------------- Liability balance as of February 29, 2000 $ 0.7 $ 1.2 $ 1.9 Addition to liability 1.3 0.3 1.6 Cash payments (0.6) (0.4) (1.0) Reversal of charges (0.2) (0.9) (1.1) - -------------------------------------------------------------------------------- Liability balance as of August 26, 2000 $ 1.2 $ 0.2 $ 1.4 ================================================================================
(5) INTEREST, NET
Three Months Ended Six Months Ended -------------------- --------------------- Aug. 26, Aug. 31, Aug. 26, Aug. 31, (in thousands) 2000 1999 2000 1999 - -------------------------------------------------------------------------- Interest expense $ 4,468 $3,078 $ 8,675 $5,953 Capitalized interest (111) (205) (342) (329) Non-operating interest income (1,056) (378) (1,817) (442) - -------------------------------------------------------------------------- Interest, net $ 3,301 $2,495 $ 6,516 $5,182 ==========================================================================
Cash payments for interest, net of amounts capitalized, were $8.7 million and $5.5 million for the six months ended August 26, 2000 and August 31, 1999, respectively. (6) INCOME TAXES - Cash payments for income taxes were $3.1 million and $4.0 million for the six months ended August 26, 2000 and August 31, 1999, respectively. In the second quarter ended August 26, 2000, the Company recognized income tax expense of $3.1 million associated with a dividend from its Canadian subsidiary. 6 (7) SUPPLEMENTAL BALANCE SHEET INFORMATION
Aug. 26, Feb. 29, (in thousands) 2000 2000 - --------------------------------------------------------------------------- Trade accounts receivable, net: Trade $ 134,198 $ 127,576 Allowance for doubtful accounts (3,662) (4,938) - --------------------------------------------------------------------------- Total trade accounts receivable, net $ 130,536 $ 122,638 =========================================================================== Inventories: Raw materials, excluding grain $ 15,319 $ 12,470 Grain 3,332 2,736 Finished and in-process goods 164,071 152,493 Packages and supplies 4,424 3,643 - --------------------------------------------------------------------------- Total inventories $ 187,146 $ 171,342 =========================================================================== Property, plant and equipment, net: Land $ 13,147 $ 14,938 Buildings and improvements 104,196 97,022 Machinery and equipment 227,038 219,978 Transportation equipment 1,405 1,570 Improvements in progress 13,316 20,921 - --------------------------------------------------------------------------- 359,102 354,429 Accumulated depreciation (155,372) (149,505) - --------------------------------------------------------------------------- Total property, plant and equipment, net $ 203,730 $ 204,924 =========================================================================== Accumulated other comprehensive loss: Foreign currency translation adjustment $ (12,379) $ (10,204) Minimum pension liability adjustment (1,918) (1,918) - --------------------------------------------------------------------------- Total accumulated other comprehensive loss $ (14,297) $ (12,122) ===========================================================================
7 (8) SEGMENT INFORMATION
Net Operating Unusual Operating (in millions) Sales Costs Items Earnings - ---------------------------------------------------------------------------- Three Months Ended Aug. 26, 2000 Multifoods Distribution Group $ 468.8 $ (465.0) $ (0.3) $ 3.5 North America Foods 116.5 (107.4) - 9.1 Corporate Expenses - (1.2) 5.6 4.4 - ---------------------------------------------------------------------------- Total $ 585.3 $ (573.6) $ 5.3 $ 17.0 ============================================================================ Three Months Ended Aug. 31, 1999 Multifoods Distribution Group $ 452.5 $ (447.7) $ - $ 4.8 North America Foods 116.2 (108.2) - 8.0 Corporate Expenses - (1.9) - (1.9) - ---------------------------------------------------------------------------- Total $ 568.7 $ (557.8) $ - $ 10.9 ============================================================================ Six Months Ended Aug. 26, 2000 Multifoods Distribution Group $ 964.7 $ (955.7) $ (0.3) $ 8.7 North America Foods 230.9 (214.3) - 16.6 Corporate Expenses - (2.7) 5.6 2.9 - ----------------------------------------------------------------------------- Total $1,195.6 $(1,172.7) $ 5.3 $ 28.2 ============================================================================ Six Months Ended Aug. 31, 1999 Multifoods Distribution Group $ 924.5 $ (913.4) $ - $ 11.1 North America Foods 233.0 (218.7) - 14.3 Corporate Expenses - (4.2) - (4.2) - ---------------------------------------------------------------------------- Total $1,157.5 $(1,136.3) $ - $ 21.2 ============================================================================
(9) CONTINGENCIES - In fiscal 1998, the Company was notified that approximately $6 million in Company-owned inventory was stolen from a ship in the port of St. Petersburg, Russia. The ship had been chartered by a major customer of the Company's former food-exporting business. The Company believes, based on the facts known to date, that the loss is covered by insurance. If the loss from the theft of product is not covered by insurance, the Company would recognize a material charge to its results of operations. 8 INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Results of Operations and Financial Condition (Unaudited) RESULTS OF OPERATIONS Overview Earnings from continuing operations in the second quarter ended August 26, 2000, were $5.3 million, or 28 cents per share, compared with $5.1 million, or 27 cents per share, a year ago. Current year earnings benefited from higher operating earnings in North America Foods and lower pension costs, but were impacted by a decline in Multifoods Distribution Group's operating earnings and higher interest expense. Also included in this year's second quarter was a net after tax unusual gain of $0.2 million, or 1 cent per share. The net gain included a gain from the sale of the Company's corporate headquarters building, charges for the closure of two distribution centers and tax expense associated with a dividend from its Canadian subsidiary. Further discussion of unusual items and tax expense follows in the discussion below and in Notes 4 and 6 to the consolidated condensed financial statements. For the six months ended August 26, 2000, earnings were $10 million, or 53 cents per diluted share, compared with $9.7 million, or 51 cents per share, a year ago. Segment Results Multifoods Distribution Group: Net sales in the second quarter increased 4% to $468.8 million as a result of higher sales volumes to independent vending operators and the addition of Better Brands, Inc., a foodservice distribution business that was acquired in October 1999. The increase was partially offset by a decline in cheese prices, lower sales to pizza restaurants and the loss of a regional foodservice account during the first quarter. Excluding the impact of the lost account and Better Brands, overall sales volumes increased 3% for the quarter. Operating earnings before unusual items declined 21% to $3.8 million due to a decrease in gross profit margin, which was impacted by cheese prices and regional pricing pressures, and higher bad debt expense. In last year's second quarter, gross profit margins benefited from inflation in cheese prices. In the current year, the Company also recognized a net charge of $0.3 million from unusual items. The charge included $1.4 million for severance and lease commitment costs associated with the closure of two distribution facilities and departure of the group's President. In addition, the Company reversed a liability of $1.1 million primarily for lease commitment costs for the closure of a distribution center in California that is no longer planned. 9 Net sales for the six-month period increased 4% to $964.7 million. Operating earnings before unusual items declined 19% to $9 million. In addition to the factors described above for the second quarter, operating earnings were impacted by higher delivery and distribution expenses, driven in part by increased fuel costs. These expenses were also impacted by higher costs associated with productivity issues resulting from facility consolidations and information systems conversion. During the last six months, the Company has reduced excess labor and delivery costs that resulted from the productivity issues at its distribution centers. North America Foods: Net sales in the second quarter of $116.5 million were even with a year ago. The Company had higher sales volumes in U.S. and Canadian frozen desserts and Canadian commercial flour and mixes. This volume improvement was offset by a decline in U.S. mix sales volumes and lower wheat costs, which affect the Company's sales prices. Operating earnings increased 14% to $9.1 million, up from $8 million in the second quarter last year. Operating earnings improved on lower ingredient costs, a favorable foodservice product mix and improved manufacturing efficiency. Increased operating leverage from higher commercial volumes along with benefits gained from recent capital projects at manufacturing facilities contributed to improvements in manufacturing efficiency. The earnings improvement, however, was partially offset by higher delivery expenses. The higher expenses were driven by increased fuel costs and a change in product mix. Net sales for the six-month period declined 1% to $230.9 million. Operating earnings increased 16% to $16.6 million, compared with $14.3 million last year. In addition to the factors described in the second quarter, sales and operating earnings were affected by lower consumer product volumes. In May 2000, the Company announced plans to expand its Canadian condiments operation in Dunnville, Ontario, and to consolidate the condiment processing operations into that facility over the next two years. Beginning in early 2001, processing currently handled at a plant in Scarborough, Ontario, will be gradually shifted to Dunnville, which will undergo an expansion. The Company plans to sell the Scarborough facility, which is located in a growing metropolitan area. Scarborough employees will be eligible and have first priority for positions in Dunnville as that facility expands. The project is expected to be completed in late fiscal 2002. The Company expects to recognize unusual charges for exit costs and unusual gains related to the Scarborough facility sale in several quarters over the next 15 months. Unusual charges will be recognized when certain details of the plan are determined, including the number of employees that will be separated and the related costs. While individual actions will result in one-time gains or losses, the Company believes the net effect will be an overall one-time unusual gain for the project. Corporate: In the second quarter, the Company recognized an unusual gain of $5.8 million from the sale of its corporate headquarters building in Minnesota. The Company also recognized severance costs of $0.2 million for corporate staff reductions that were associated with the sale. 10 Non-operating Expense and Income Second quarter net interest expense increased to $3.3 million, compared with $2.5 million a year ago. The increase was the result of higher debt levels and interest rates in the United States. Debt levels increased because of capital expenditures and the acquisition of Better Brands. Interest income increased over last year as a result of interest earned on a note received in August 1999 from the sale of the Venezuelan consumer and commercial foods business. Income Taxes In the second quarter, the Company recognized income tax expense of $3.1 million associated with a dividend from its Canadian subsidiary. The Company's effective tax rate before the impact of the Canadian dividend and unusual items was 38%, which was even with the year ago quarter. FINANCIAL CONDITION The debt-to-total capitalization ratio increased to 46% at August 26, 2000 compared with 45% at February 29, 2000. The increase was primarily the result of a seasonal increase in working capital and capital expenditures. The ratio, however, benefited from the $12 million of proceeds received on the sale of the corporate headquarters building, which were used to reduce debt obligations. Cash flows provided by discontinued operations of $1.4 million primarily resulted from the favorable settlement of an insurance claim associated with the Venezuela Foods business. CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, the Company and its representatives may from time-to-time make written and oral forward-looking statements. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning the Company's operations and financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. The Company cautions that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, the impact of competitive products and pricing; market or weather conditions that may affect the costs of grain, cheese, other raw materials and fuel; changes in laws and regulations; fluctuations in interest rates; the Company's ability to realize the book value of its remaining Venezuelan assets; the Company's ability to increase the distribution group's sales and reduce delivery and distribution costs, and realize the earnings benefits related to the distribution group's consolidation and expansion plans; the inability of the Company to collect on a $6 million insurance claim related to the theft of product in St. Petersburg, Russia; fluctuations in foreign exchange rates; risks commonly encountered in international trade; and other factors as may be discussed in the Company's report on Form 10-K for the year ended February 29, 2000, and other reports filed with the Securities and Exchange Commission. 11 PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The 2000 Annual Meeting of Stockholders of International Multifoods Corporation (the "Company") was held on June 16, 2000 (the "Annual Meeting"). Holders of the Company's common stock, par value $.10 per share, of record on May 1, 2000, were entitled to one vote per share. (c) At the Annual Meeting, Gary E. Costley, Nicholas L. Reding and Jack D. Rehm were elected directors for a term of three years. The number of votes cast for the election of each director and the number of votes withheld are as follows:
FOR WITHHELD --- -------- Gary E. Costley 16,309,419 307,838 Nicholas L.Reding 16,308,003 309,254 Jack D. Rehm 16,308,449 308,808
The other directors whose terms of office as directors continued after the meeting were Claire L. Arnold, Robert M. Price, Lois D. Rice, Richard K. Smucker and Dolph W. von Arx. With respect to the proposal to approve the appointment of KPMG LLP as independent auditors of the Company for the fiscal year ending March 3, 2001, there were 16,495,308 votes cast for the proposal, 48,187 votes cast against the proposal and 73,762 abstentions. There were no broker nonvotes with respect to such matter. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 11. Computation of Earnings (Loss) Per Common Share. 12. Computation of Ratio of Earnings to Fixed Charges. 27. Financial Data Schedule. (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended August 26, 2000. 12 SIGNATURE Pursuant to the requirements 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. INTERNATIONAL MULTIFOODS CORPORATION Date: October 4, 2000 By /s/ John E. Byom ------------------------------------ John E. Byom Vice President - Finance and Chief Financial Officer (PRINCIPAL FINANCIAL OFFICER AND DULY AUTHORIZED OFFICER) 13 EXHIBIT INDEX 11. Computation of Earnings (Loss) Per Common Share. 12. Computation of Ratio of Earnings to Fixed Charges. 27. Financial Data Schedule. EX-11 2 a2027102zex-11.txt EXHIBIT 11 EXHIBIT 11 INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Computation of Earnings (Loss) per Common Share (unaudited) (in thousands, except per share amounts)
THREE MONTHS ENDED SIX MONTHS ENDED -------------------- ------------------ Aug. 26, Aug. 31, Aug. 26, Aug. 31, 2000 1999 2000 1999 - -------------------------------------------------------------------------------- Average shares of common stock outstanding 18,740 18,749 18,738 18,752 Dilutive potential common shares 144 99 83 95 - -------------------------------------------------------------------------------- Total adjusted average shares 18,884 18,848 18,821 18,847 ================================================================================ Earnings from continuing operations $5,279 $ 5,091 $10,029 $ 9,653 Loss from discontinued operations - (11,760) - (19,560) - -------------------------------------------------------------------------------- Net earnings (loss) applicable to common stock $5,279 $(6,669) $10,029 $(9,907) ================================================================================ Basic earnings (loss) per share: Continuing operations $ .28 $ .27 $ .54 $ .51 Discontinued operations - (.63) - (1.04) - -------------------------------------------------------------------------------- Total $ .28 $ (.36) $ .54 $ (.53) ================================================================================ Diluted earnings (loss) per share: Continuing operations $ .28 $ .27 $ .53 $ .51 Discontinued operations - (.62) - (1.04) - -------------------------------------------------------------------------------- Total $ .28 $ (.35) $ .53 $ (.53) ================================================================================
Basic earnings (loss) per share are computed by dividing net earnings (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and the proceeds from such exercises were used to acquire shares of common stock at the average market price during the period. EX-12 3 a2027102zex-12.txt EXHIBIT 12 EXHIBIT 12 INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (unaudited) (in thousands)
THREE MONTHS ENDED SIX MONTHS ENDED ------------------- ------------------- Aug. 26, Aug. 31, Aug. 26, Aug. 31, 2000 1999 2000 1999 - ------------------------------------------------------------------------------- Earnings from continuing operations before income taxes $13,458 $ 8,210 $21,119 $15,569 Plus: Fixed charges (1) 6,554 6,062 12,915 13,067 Less: Capitalized interest (111) (205) (342) (329) - ------------------------------------------------------------------------------- Earnings available to cover fixed charges $19,901 $14,067 $33,692 $28,307 =============================================================================== Ratio of earnings to fixed charges 3.04 2.32 2.61 2.17 - -------------------------------------------------------------------------------
(1) Fixed charges consisted of the following:
THREE MONTHS ENDED SIX MONTHS ENDED ------------------- ------------------- Aug. 26, Aug. 31, Aug. 26, Aug. 31, 2000 1999 2000 1999 - ------------------------------------------------------------------------------- Interest expense, gross $4,468 $3,852 $ 8,675 $ 8,447 Rentals (Interest factor) 2,086 2,210 4,240 4,620 - ------------------------------------------------------------------------------- Total fixed charges $6,554 $6,062 $12,915 $13,067 ===============================================================================
EX-27 4 a2027102zex-27.txt EXHIBIT 27
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED BALANCE SHEET, STATEMENTS OF OPERATIONS AND CASH FLOWS AND ACCOMPANYING NOTES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND NOTES. 1,000 6-MOS MAR-03-2001 AUG-26-2000 8,207 0 134,198 3,662 187,146 378,501 359,102 155,372 762,497 299,498 146,199 0 0 2,184 253,364 762,497 1,195,610 1,195,610 1,105,916 1,105,916 0 902 8,333 21,119 11,090 10,029 0 0 0 10,029 0.54 0.53
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