-----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, SZjp37D3j6png1tMBtq/GEup9MFhAUtkI8ik0um3GYqDjtMqcmqpHHuGpEFK4Mwe 2m4iOMowlxVV9rV2MRycaw== 0000916641-98-000756.txt : 19980630 0000916641-98-000756.hdr.sgml : 19980630 ACCESSION NUMBER: 0000916641-98-000756 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESKIMO PIE CORP CENTRAL INDEX KEY: 0000787520 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 540571720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-19867 FILM NUMBER: 98657163 BUSINESS ADDRESS: STREET 1: 901 MOOREFIELD PARK DR CITY: RICHMOND STATE: VA ZIP: 23236 BUSINESS PHONE: 8045608400 MAIL ADDRESS: STREET 1: 901 MOOREFIELD PARK DR CITY: RICHMOND STATE: VA ZIP: 23236 11-K 1 ESKIMO PIE CORPORATION 11-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934 [fee required] for the fiscal year ending December 31, 1997. OR [ ] Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934 [no fee required] Commission file number 0-19867 A. Full title of the Plan: ESKIMO PIE CORPORATION SAVINGS PLAN B. Name of the issuer of the securities held pursuant to the plan and the address of its principle executive office: ESKIMO PIE CORPORATION 901 MOOREFIELD PARK DRIVE RICHMOND, VIRGINIA 23236 (804) 560-8400 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ESKIMO PIE CORPORATION SAVINGS PLAN DATE: June 29, 1998 /s/ Thomas M. Mishoe, Jr. -------------------- ------------------------- Thomas M. Mishoe, Jr. Chief Financial Officer, Vice President, Treasurer and Corporate Secretary Eskimo Pie Corporation Financial Statements and Supplemental Schedules Eskimo Pie Corporation Savings Plan Year ended December 31, 1997 and 1996 with Report of Independent Auditors Eskimo Pie Corporation Savings Plan Financial Statements and Supplemental Schedules Table of Contents Report of Independent Auditors...............................................1 Audited Financial Statements Statements of Net Assets Available for Plan Benefits as of December 31, 1997 and 1996..........................................2 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information, for the year ended December 31, 1997...............3 Notes to Financial Statements................................................4 Supplemental Schedules Item 27a-Schedule of Assets Held for Investment Purposes Item 27d-Schedule of Reportable Transactions Report of Ernst & Young LLP, Independent Auditors Plan Administrator Eskimo Pie Corporation Savings Plan We have audited the accompanying statements of net assets available for plan benefits of Eskimo Pie Corporation Savings Plan as of December 31, 1997 and 1996, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1997. These financial statements are the responsibility of the Plan'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 net assets available for benefits of the Plan at December 31, 1997 and 1996, and the changes in its net assets available for plan benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1997, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Ernst & Young LLP Richmond, Virginia June 17, 1998 Eskimo Pie Corporation Savings Plan Statements of Net Assets Available for Plan Benefits
December 31 1997 1996 ----------------------------------- Assets Investments held by trustee, First Union National Bank, at fair value: Stable Portfolio Group Trust $ 511,316 $ 511,733 Evergreen Short-Interm Bond Fund 160,728 261,877 Fidelity Puritan Fund 838,273 599,751 Enhanced Stock Market Fund 697,156 455,599 Fidelity Advisor Growth Opportunities Fund 1,104,655 783,777 Company Stock Fund 164,420 - Loans to participants 114,738 119,286 ----------------------------------- Total investments 3,591,286 2,732,023 Receivables: Employer's contribution 11,492 - Employees' contributions 28,676 - ----------------------------------- 3,631,454 2,732,023 Liabilities Contribution refunds payable 18,624 - ----------------------------------- Net assets available for plan benefits $3,612,830 $2,732,023 ===================================
See accompanying notes to financial statements. Savings Plan Year ended December 31, 1997 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
Participant - Directed ---------------------------------------------------------------------------- Stable Evergreen Fidelity Advisor Portfolio Short-Interm Fidelity Enhanced Stock Growth Group Trust Bond Fund Puritan Fund Market Fund Opportunities Fund ---------------------------------------------------------------------------- Additions: Employer contributions $ 3,591 $ 1,228 $ 6,425 $ 4,627 $ 7,534 Employee contributions 49,132 19,657 92,814 69,019 115,967 Employee Rollovers 1,609 2,459 3,006 1,477 627 Loan repayments 9,450 2,257 12,522 11,617 12,327 Loan interest 1,559 657 2,717 2,121 2,695 ---------------------------------------------------------------------------- 65,341 26,258 117,484 88,861 139,150 Deductions & Transfers: Withdrawals by participants (77,247) (4,048) (24,636) (36,129) (23,776) Interfund transfers and loan origination (19,915) (137,223) 5,989 34,230 (17,806) Other (212) (39) (173) (145) (176) ---------------------------------------------------------------------------- (97,374) (141,310) (18,820) (2,044) (41,758) Net realized and unrealized appreciation in fair value of investments 31,616 13,903 139,858 154,740 223,486 ---------------------------------------------------------------------------- Net increase (decrease) (417) (101,149) 238,522 241,557 320,878 Net assets available for plan benefits at beginning of year 511,733 261,877 599,751 455,599 783,777 ---------------------------------------------------------------------------- Net assets available for plan benefits at end of year $ 511,316 $ 160,728 $ 838,273 $ 697,156 $ 1,104,655 ============================================================================
Non-Participant Participant - Directed Directed ----------------------------------------- --------------- Company Company Loans to Stock Stock Fund Participants Other Fund Total ----------------------------------------------------------------------- Additions: Employer contributions $ - $ - $ 11,492 $ 105,079 $ 139,976 Employee contributions 15,131 - 28,676 - 390,396 Employee Rollovers 295 - - - 9,473 Loan repayments 1,443 (49,616) - - - Loan interest 558 - - - 10,307 ----------------------------------------------------------------------- 17,427 (49,616) 40,168 105,079 550,152 Deductions & Transfers: Withdrawals by participants - (25,932) - (2,133) (193,901) Interfund transfers and loan origination 63,725 71,000 - - - Other (25) - (18,624) - (19,394) ----------------------------------------------------------------------- 63,700 45,068 (18,624) (2,133) (213,295) Net realized and unrealized appreciation in fair value of investments (13,281) - - (6,372) 543,950 ----------------------------------------------------------------------- Net increase (decrease) 67,846 (4,548) 21,544 96,574 880,807 Net assets available for plan benefits at beginning of year - 119,286 - - 2,732,023 ----------------------------------------------------------------------- Net assets available for plan benefits at end of year $ 67,846 $ 114,738 $ 21,544 $ 96,574 $ 3,612,830 =======================================================================
See accompanying notes to financial statements. Eskimo Pie Corporation Savings Plan Notes to Financial Statements December 31, 1997 1. Significant Accounting Policies Basis of Accounting The accounting records of Eskimo Pie Corporation Savings Plan (the Plan) are maintained on the accrual basis. Use of Estimates 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. Valuation of Investments The Plan's investments, other than loans to participants, are carried at market value. Loans to participants are carried at the original amount of the loan less repayments received. Investments in securities traded on national securities exchanges are valued at the last reported sales price. All other investments are valued at redemption value. Securities transactions are recorded as of the trade date. Realized investment gains and losses and unrealized appreciation/depreciation in fair value of investments are recognized currently in the statement of changes in net assets available for benefits. Eskimo Pie Corporation Savings Plan Notes to Financial Statements (continued) 2. Description of the Plan The following description of the Plan provides only general information. Participants should refer to the Plan agreement or Summary Plan Description for a more complete description of the Plan's provisions. This information is available from Eskimo Pie Corporation. General The Plan is a defined contribution plan covering substantially all employees of Eskimo Pie Corporation (the Company and Plan sponsor), Eskimo, Inc. and Sugar Creek Foods who have one year of service and are age twenty-one or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Funding and Vesting Participating employees may contribute up to 12% of their compensation as defined in the Plan. The Plan sponsor matches 50% of the employees' contributions for the first 6% of their compensation and may make additional contributions to the Plan at the discretion of the Board of Directors. Participants elect the investment options in which their contributions are invested. Beginning March 31, 1997, all employer contributions to the Plan are invested in the Company Stock Fund. Each participant's account is credited with the participant's contribution, the Company's contributions and a pro-rata share of investment earnings based upon the participant's elected options. Participants immediately vest in their voluntary contributions and earnings thereon. Participants are 100 percent vested in the remainder of their accounts after three years of credited service. Any forfeitures of non-vested amounts are used by the Company to reduce contributions. Upon termination of service, a participant, subject to Plan limitations, may elect to receive a lump-sum amount equal to the value of his or her account, annual installments, or an annuity contract. 2. Description of the Plan (continued) Investment Options Participants in the Plan have several investment options available to them with respect to how their contributions are invested. Participants may elect to have their contributions allocated in the following investments: i.) The Stable Portfolio Group Trust which invests in government and agency obligations, corporate bonds and insurance contracts, ii.) The Evergreen Short - Interm Bond Fund which invests in U.S. government securities, corporate bonds and cash equivalents, iii.)The Fidelity Puritan Fund which invests in common and preferred stock, convertible securities and bonds, iv.) The Enhanced Stock Market Fund which invests in common stocks, v.) The Fidelity Advisor Growth Opportunities Fund which invests in a selection of financial instruments including common stocks, U.S. government securities, cash equivalents, and foreign investments, and vi.) The Company Stock Fund, which invests in common stock of Eskimo Pie Corporation. Loans to Participants The Plan has a loan feature available to all Plan participants. Loans are made from the participant's account, reducing the investment balance and creating a receivable classified as Loans to Participants. Loans are secured by the participant's vested account balance. Loans are repaid through payroll deduction including principal and interest. The principal portion reduces the receivable from participants and both principal and interest are transferred to the participant's investment account as repayments are received. Participants may obtain loans based on the vested value of their accounts. New loans cannot exceed 50% of the participant's account value or a maximum of $50,000 in accordance with the Department of Labor's regulations on loans to participants. Loans shall bear a reasonable rate of interest and must be repaid over a period not to exceed 5 years unless used to purchase the participant's primary residence, in which case the loan must be repaid over a period not to exceed 10 years. 2. Description of the Plan (continued) Administrative Expenses All administrative expenses of the Plan are paid by the Plan sponsor. 3. Trusteed Assets First Union National Bank, trustee of the Plan, holds the PlanOs investment assets and executes transactions thereon. 4. Income Tax Status The U.S. Treasury Department has informed the PlanOs sponsor that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and that the trust established under the Plan is, therefore, exempt from Federal income taxes under the provisions of Section 501(a) of the Code. Continued qualification of the Plan will depend on operational adherence to the PlanOs qualified form. The Plan Administrator is not aware of any actions or events that have occurred that might adversely affect the PlanOs qualified status. 5. Year 2000 Issue (Unaudited) The Plan sponsor has developed a plan to modify its internal information technology to be ready for the year 2000 and has begun converting critical data processing systems. The project also includes determining whether third party service providers have reasonable plans in place to become year 2000 compliant. The Plan sponsor currently expects the project to be substantially complete by 1999. The Plan sponsor does not expect this project to have a significant effect on plan operations. Supplemental Schedules Eskimo Pie Corporation Savings Plan Item 27a-Schedule of Assets Held for Investment Purposes December 31, 1997
Current Description Cost Value - --------------------------------------------------------------- -------------------- -------------------- *First Union Stable Portfolio Group Trust $ 447,838 $ 511,316 Evergreen Short-Interm Bond Fund 142,707 160,728 Fidelity Puritan Fund 602,727 838,273 *First Union Enhanced Stock Market Fund 452,174 697,156 Fidelity Advisor Growth Opportunities Fund 733,737 1,104,655 *Company Stock Fund 174,856 164,420 Loans to participants 6.25%-10.00% - 114,738 -------------------- -------------------- $2,554,039 $3,591,286 ==================== ====================
* Party-in-interest to the Plan. Eskimo Pie Corporation Savings Plan Item 27d-Schedule of Reportable Transactions Year Ended December 31, 1997
Current Value Identity of Purchase Selling Cost of of Net Party Involved Description Price Price Asset Asset Gain/(Loss) - ---------------------------------------------------------------------------------------------------------------------------------- Series of transactions in excess of 5 percent of plan assets. First Union National Bank First Union Stable Portfolio Group Trust $69,280 $101,312 $90,116 $69,280 $11,196 First Union National Bank Evergreen Short- Interm Bond Fund 33,463 148,515 132,701 33,463 15,814 Fidelity Investments, Inc. Fidelity Puritan Fund 166,665 68,001 53,210 166,665 14,791 First Union National Bank First Union Enhanced Stock Market Fund 177,703 90,885 64,036 177,703 26,849 Fidelity Investments, Inc. Fidelity Advisor Growth Opportunities Fund 237,566 140,174 101,931 237,566 38,243 FUNB/ Eskimo Pie Company Stock Fund 257,774 73,701 82,918 257,774 (9,217) First Union National Bank Participant Loans 71,000 75,549 75,549 71,000 -
EX-23 2 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-24893) pertaining to the Eskimo Pie Corporation 1996 Incentive Stock Plan, the Eskimo Pie Corporation Savings Plan and the Eskimo Pie Corporation Employee Stock Purchase Plan of our report dated June 17, 1998, with respect to the financial statements and schedules of the Eskimo Pie Corporation Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1997. /s/ Ernst & Young LLP Richmond, Virginia June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----