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(Address, including zip code, and telephone number,
including
area code of the registrant’s principal executive
offices)
Securities Registered Pursuant to Section 12(b) of the
Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, $.01 par value
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act.
Yes o No þ
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 þ No o
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
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer or a non-accelerated
filer. See definition of “accelerated filer” and
“large accelerated filer” in
Rule 12b-2 of the
Exchange Act. (Check one)
Large accelerated
filer o Accelerated
filer o Non-accelerated
filer þ
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2 of the
Exchange Act).
Yes o No þ
The aggregate market value of the Registrant’s voting and
non-voting common stock held by non-affiliates of the Registrant
at June 30, 2005, (the last day of our most recent second
quarter) based on the $28.51 per share closing price for
the Registrant’s common stock on the New York Stock
Exchange on June 30, 2005, was approximately
$878.1 million.
From time to time, we and our representatives may provide
information, whether orally or in writing, including certain
statements in this Annual Report on
Form 10-K, which
are deemed to be “forward-looking” within the meaning
of the Private Securities Litigation Reform Act of 1995 (the
“Litigation Reform Act”). These forward-looking
statements and other information are based on our beliefs as
well as assumptions made by us using information currently
available.
The words “anticipate,”“believe,”“estimate,”“expect,”“intend,”“should” and similar expressions, as they relate to
us, are intended to identify forward-looking statements. Such
statements reflect our current views with respect to future
events and are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein
as anticipated, believed, estimated, expected or intended. We do
not intend to update these forward-looking statements.
In accordance with the provisions of the Litigation Reform Act,
we are making investors aware that such forward-looking
statements, because they relate to future events, are by their
very nature subject to many important factors that could cause
actual results to differ materially from those contemplated by
the forward-looking statements contained in this Annual Report
on Form 10-K and
other public statements we make. Such factors include, but are
not limited to: the outcome of litigation and regulatory
proceedings to which we may be a party; actions of competitors;
changes and developments affecting our industry; quarterly or
cyclical variations in financial results; development of new
products and services; interest rates and cost of borrowing; our
ability to maintain and improve cost efficiency of operations;
changes in foreign currency exchange rates; changes in economic
conditions, political conditions, reliance on third parties for
manufacturing of products and provision of services; and other
risks that are set forth in the “Risk Factors”
section, the “Legal Proceedings” section, the
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” section and other
sections of this Annual Report on
Form 10-K, as well
as in our Quarterly Reports on
Form 10-Q and
Current Reports on
Form 8-K.
Item 1.
Business
Introduction
References herein to “we,”“us,”“our,” the “Company” and
“TreeHouse” refers to TreeHouse Foods, Inc. and its
subsidiaries unless the context specifically states or implies
otherwise.
TreeHouse is a Delaware corporation that was formed on
January 25, 2005 by Dean Foods Company (“Dean
Foods”) in order to accomplish a spin-off to its
shareholders of certain specialty businesses. Dean Foods
transferred the assets and liabilities of its former Specialty
Foods Group segment, and its Mocha
Mix®,
Second
Nature®
and foodservice salad dressings businesses to TreeHouse.
TreeHouse common stock held by Dean Foods was distributed to
Dean Foods’ stockholders on a distribution ratio of one
share of TreeHouse common stock for every five shares of Dean
Foods common stock outstanding. The transfer of assets and
liabilities and the distribution of shares (the
“Distribution”) were completed on June 27, 2005
and TreeHouse commenced operations as a separate, standalone
company. Dean Foods has no continuing stock ownership in
TreeHouse.
We are a food manufacturer servicing primarily the retail
grocery and foodservice channels. Our products include pickles
and related products, such as peppers and relishes; non-dairy
powdered creamer used as coffee creamer and as an ingredient in
other food products; and certain other food products, such as
aseptic cheese sauces and puddings. We manufacture and sell:
•
Private label products to retailers, such as supermarkets and
mass merchandisers, for resale under the retailers’ own or
controlled labels;
Private label and branded products to the foodservice industry,
including foodservice distributors and national restaurant
operators;
•
Branded products under our own proprietary brands, primarily on
a regional basis to retailers; and
•
Products to our industrial customer base, including for
repackaging in portion control packages and for use as an
ingredient by other food manufacturers.
We believe we are the largest manufacturer of pickles and
non-dairy powdered creamer in the United States based upon total
sales volumes. We also are the leading retail supplier of
private label pickles and private label non-dairy powdered
creamer in the United States. According to Information
Resources, Inc., in 2005, private label products, which compete
with branded products on the basis of equivalent quality at a
lower price, represented approximately 29% of all pickle
products and approximately 42% of all non-dairy powdered creamer
sold in the retail grocery channel in the United States.
We sell our products primarily to the retail grocery and
foodservice channels. For the year ended December 31, 2005,
sales to the retail grocery and foodservice channels represented
approximately 47% and 31%, respectively, of our consolidated net
sales. The remaining 22% represented sales to other food
manufacturers. A majority of our sales are private label
products.
Our business has two reportable segments: pickles and non-dairy
powdered creamer. We also manufacture and sell other food
products, as described more fully below.
In 2005, approximately 45% of our consolidated net sales were in
the pickles segment and approximately 37% were in the non-dairy
powdered creamer segment. The remaining approximately 18% were
attributable to sales of other food products.
Pickles — We produce pickles, peppers, relishes
and related products at five of our production facilities. Our
products include whole pickles, sliced pickles, pickle relish,
peppers and other products in a variety of flavor formulations.
We supply private label pickles to supermarkets and mass
merchandisers across the United States. We also sell pickle
products to foodservice customers, including relish and
hamburger pickle slices. In addition, we sell pickle products
under our own brands, including
Farmans®,
Nalley’s®,
Peter
Piper®
and
Steinfeldtm,
that have a regional following in certain areas of the country.
Our pickles segment also sells sauces and syrups to retail
grocers in the Eastern, Midwestern and Southeastern United
States under our proprietary
Bennett’s®,
Hoffman
House®
and
Roddenberry’s®Northwoods®
brand names.
Non-Dairy Powdered Creamer — We produce
non-dairy powdered creamer at three of our production
facilities. Non-dairy powdered creamer is primarily used as
coffee creamer or whitener. It is also used as an ingredient in
baking, beverage and gravy mixes and similar products. We sell
non-dairy powdered creamer under private labels and under our
proprietary
Cremora®
brand to the retail grocery and foodservice markets. We also
sell non-dairy powdered creamer to our industrial customer base
for repackaging in portion control packages and for use as an
ingredient by other food manufacturers.
Other Food Products — We also produce aseptic
cheese sauces and puddings for the foodservice market. Aseptic
cheese sauces and puddings are processed under heat and pressure
in a sterile environment, creating a product that does not
require refrigeration prior to use. We have one production
facility devoted to the manufacture of aseptic products.
Other food products that we manufacture and sell include
Mocha
Mix®,
a non-dairy liquid creamer, Second
Nature®,
a liquid egg substitute, and salad dressings sold in foodservice
channels. One production facility is devoted to the manufacture
of these refrigerated products. Mocha
Mix®
and Second
Nature®
are branded products sold to retail customers.
Prior to 2005, we manufactured and sold aseptic nutritional
beverages under co-pack arrangements and private labels. We
exited the nutritional beverages business in the fourth quarter
of 2004 due to significant declines in volume, which we believed
could not be replaced without significant investments in capital
and research and development. Our historical financial
statements have been restated to reflect the operations and
assets related to the nutritional beverages business as
discontinued operations.
Most of our products have long shelf lives and are shipped from
our production facilities directly to customers or to our
distribution centers, where products are consolidated for
shipment to customers. See “— Our Products”
below for a detailed description of our reportable segments and
other food products.
We operate our business as Bay Valley Foods LLC (“Bay
Valley”). Bay Valley is a Delaware limited liability
company, a wholly owned subsidiary of TreeHouse Foods, Inc. and
holds all of the real estate and operating assets related to our
business.
History of Our Business
The operations that comprise our business were previously
operated by three separate operating divisions within Dean
Foods: the Specialty Foods Group, the Branded Products Group and
the Dairy Group. In connection with the Distribution, we
acquired the following assets from these operating divisions:
•
Specialty Foods Group: all of the operating (including
manufacturing) and intellectual property assets of the Specialty
Foods Group, as well as the intellectual property assets
associated with the foodservice salad dressings businesses;
•
Branded Products Group: the operating assets associated
with the Mocha
Mix®,
Second
Nature®,
and
Rod’s®
brand name portion of the foodservice salad dressings
businesses, as well as the intellectual property assets
associated with the Mocha
Mix®
and Second
Nature®
businesses; and
•
Dairy Group: the manufacturing assets associated with the
Mocha
Mix®,
Second
Nature®,
and foodservice salad dressings businesses, as well as the
operating assets associated with the private label portion of
the foodservice salad dressings businesses.
Substantially all of our operations are the former operations of
Dean Foods’ former Specialty Foods Group segment. On
December 21, 2001, Dean Foods (under its former name, Suiza
Foods Corporation) acquired the former Dean Foods Company
(“Legacy Dean”), including its Specialty Foods Group
segment. Legacy Dean entered the pickle business in 1962 when it
acquired Green Bay Foods Company, which traces its heritage in
the pickle industry to 1862. In time, Legacy Dean grew to become
what we believe is now the largest manufacturer of pickles in
the United States based on total sales. After many years of
growth and expansion, Legacy Dean’s Green Bay Foods
operations expanded to include powdered non-dairy creamer,
sauces, syrups and other specialty food products.
Business Strategy
Our strategy is to optimize our current business and grow
through acquisitions.
Optimize the Current Business —
•
Improve marketing strategies in an effort to increase sales
to national accounts. While we have high private label
market share in both pickles and non-dairy powdered creamer, we
still have significant potential for growth with several key
national retailers and foodservice customers that we either do
not currently serve, or that we currently serve in a limited
manner. We intend to focus on gaining these customers, and
expanding our relationships with existing customers, by
improving our marketing strategies through more sophisticated
account planning and customer targeting.
•
Invest in capacity and research and development to support
additional growth. Our non-dairy powdered creamer business
continues to grow with both retail and industrial customers. The
primary use for our non-dairy creamer is as coffee creamer or
whitener. However, non-dairy creamer is also a highly versatile
ingredient that can be used in many products, including hot
cocoa mixes, cappuccino mixes, sauces and gravies. We intend to
focus on increasing sales by capitalizing on the versatility of
our product, and we believe our current strong retail customer
base and industrial customer base, supported by our superior
product quality and low cost manufacturing, well position us for
growth in both the retail and industrial powder markets.
Therefore, we intend to invest in capacity for our non-dairy
powder business as appropriate to support our growth. We also
intend to invest in research and
development related to non-dairy powdered creamer business to
find new uses for our product and to ensure that we are keeping
pace with changing consumer needs.
•
Further expand our cost advantage. Although we are a low
cost producer, we believe that there are additional cost savings
opportunities that exist in our operations. We intend to pursue
these opportunities by improving supply chain efficiency,
including manufacturing, sourcing and distribution.
Grow Through Acquisitions —
•
Build on current business core competencies. We believe
our core competency is our low cost manufacturing capability and
our ability to service our customers efficiently with a single
order, invoice and shipment. We expect to focus initially on
acquisitions within our current product categories, as well as
adjacent categories. We successfully acquired and integrated
seven acquisitions with total annualized sales of over
$200 million in both pickles and non-dairy creamer between
1997 and 2004. On March 1, 2006, we entered into an
agreement to acquire from Del Monte Corporation, a wholly-owned
subsidiary of Del Monte Foods Company, certain assets related to
Del Monte’s private label soup business, its infant feeding
business and its foodservice soup business for
$268 million, subject to working capital adjustments.
•
Move up the “value chain.” Products such as
non-dairy powdered creamer and aseptic cheese sauces are key
ingredients in value-added products such as drink mixes, sauces,
gravies and prepared foods. We intend to pursue acquisitions of
product lines and businesses in which these ingredients are
critical components of the final product.
•
Develop new platforms for the private label and foodservice
markets. Both the private label and foodservice markets are
growing faster than the branded retail grocery markets yet the
manufacturer base is highly fragmented. With the retailer
consolidation currently underway, we believe that retailers will
place increased emphasis on reducing supply chain complexity and
costs. While our initial platform focus will be on shelf stable
products, we will also explore new platforms in frozen and
refrigerated products for both retail and foodservice.
Our Products
We believe we are the largest manufacturer of pickles and
non-dairy powdered creamer in the United States based upon total
sales volumes. We also are the leading retail supplier of
private label pickles and private label non-dairy powdered
creamer in the United States. Financial information about our
pickles and non-dairy powdered creamer segments can be found
under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations —
Results of Operations”.
The following table sets forth our consolidated net sales by
product category and distribution channel for the year ended
December 31, 2005:
Distribution Channel
Retailers
Foodservice
Industrial and Other
Total
% of
% of
% of
% of
Product
Product
Product
Product
Products
Net Sales
Sales
Net Sales
Sales
Net Sales
Sales
Net Sales
Sales
(Dollars in thousands)
Pickles
$
176,724
55
%
$
129,690
41
%
$
13,729
4
%
$
320,143
100
%
Non-Dairy Powdered Creamer
133,191
51
%
5,937
2
%
124,641
47
%
$
263,769
100
%
Other
21,571
17
%
81,695
66
%
20,553
17
%
$
123,819
100
%
Total
$
331,486
47
%
$
217,322
31
%
$
158,923
22
%
$
707,731
100
%
Pickles — Our pickles are manufactured and sold
as either shelf stable, fresh pack or refrigerated products.
Shelf stable pickles go through a fermentation process and are
pasteurized. Fresh pack pickles are not fermented but are
pasteurized and packed. Both shelf stable and fresh pack pickles
are sold primarily to
the retail grocery and foodservice markets. Refrigerated pickles
are packed fresh and are not pasteurized. They are sold
primarily to the foodservice market.
Pickles are made from cucumbers, which we source from growers in
different regions of the United States where our production
facilities are located. We also source cucumbers and pickles in
both bulk and packaged form from Mexico and India. Due to the
seasonal nature of the cucumber harvest, our pickle processing
operations are busiest during the summer months, although we
pack pickles year round.
Our pickles are produced and packaged as whole pickles, cut or
sliced pickles and as pickle relish. The basic flavor
formulations are dill or sweet, with many additional flavor
variations depending on customer requirements. Packaging for
retail pickles is generally in glass jars. Foodservice pickles
are packaged in plastic containers and other packaging formats
depending on customer requirements.
We also produce a variety of related products at our pickle
production facilities, including peppers and pickled vegetables.
These products include jalapeno peppers, pepperoncini peppers,
sliced banana peppers and pickled okra.
We also include sauces and syrups in our pickles segment. One of
our production facilities produces sauces, including shrimp,
tartar, horseradish, chili and sweet and sour sauces under the
Bennett’s®
and Hoffman
House®
brand names. These products are sold primarily to supermarkets
in the Eastern, Midwestern and Southern United States. Another
of our production facilities produces pancake and waffle syrup
under the
Roddenberry’s®Northwoods®
brand, which is a leading value brand in the Southeastern United
States based on volume of units sold.
Pickles and related products represented approximately 45% of
our consolidated net sales for the year ended December 31,2005.
Non-Dairy Powdered Creamer — Non-dairy powdered
creamer is produced from soybean oil, casein (a milk protein)
and corn syrup. It is used as coffee creamer or whitener and as
an ingredient in baking, beverages and gravy mixes and similar
products.
Product offerings in this segment include private label products
packaged for retailers, such as supermarkets and mass
merchandisers, foodservice products for use in coffee service
and other industrial applications, including repackaging in
portion control packages and as an ingredient by other food
manufacturers. We also manufacture and sell the
Cremora®
brand of non-dairy powdered creamer.
Non-dairy powdered creamer represented approximately 37% of our
consolidated net sales for the year ended December 31, 2005.
Other Food Products — Aseptic products are
processed under heat and pressure in a sterile production and
packaging environment, creating a product that does not require
refrigeration prior to use. Our principal aseptic products are
cheese sauces and puddings. These products are sold in the
foodservice market in cans and flexible packages. We have
developed new product formulations and packaging formats in this
product line in response to customer needs.
Other food products that we produce include Mocha
Mix®,
a non-dairy liquid creamer, and Second
Nature®,
a liquid egg substitute. Mocha
Mix®
is distributed on a regional basis primarily on the West Coast
of the United States. It also is sold as an ingredient to a
third-party ice cream processor that produces its own frozen
product under the Mocha
Mix®
brand name. Second
Nature®
is distributed primarily in Western and Midwestern states. We
also sell refrigerated salad dressings to foodservice
distributors and operators.
Prior to 2005, we manufactured and sold aseptic nutritional
beverages under co-pack arrangements and private labels. We
exited the nutritional beverages business in the fourth quarter
of 2004 due to significant declines in volume, which we believed
could not be replaced without significant investments in capital
and research and development. Our historical financial
statements have been restated to reflect the operations and
assets related to the nutritional beverages business as
discontinued operations.
We sell our products through various distribution channels,
including retail grocery, foodservice and industrial, including
food manufacturers and repackagers of foodservice products. We
have an internal sales force that manages customer relationships
and also manages our broker network, which is used for sales to
retail and foodservice accounts. Industrial food products are
generally sold directly to customers without the use of a
broker. Most of our customers, including long-standing
customers, purchase products from us either by purchase order or
pursuant to contracts that generally are terminable at will. We
have many customer supply arrangements that are not evidenced by
written agreements.
In 2005, sales to retailers, foodservice and industrial
customers represented approximately 47%, 31% and 22%,
respectively, of our consolidated net sales.
A relatively limited number of customers account for a large
percentage of our consolidated net sales. For the year ended
December 31, 2005, our largest customer, Wal-Mart
(including its subsidiaries, such as Sam’s Club),
represented approximately 11.7% of our net sales and
approximately 22.1% of our non-dairy powdered creamer
segment’s sales. During the same period, our five largest
customers represented approximately 32.4% of our net sales. In
addition to Wal-Mart, other major retail customers include
Kroger and Topco. Major foodservice customers include US Food
Service, Unipro and McDonalds. For the year ended
December 31, 2005, our pickles segment’s five largest
customers represented approximately 38.6% of that segment’s
sales. During the same period, an affiliate of Sysco Corporation
represented approximately 15.9% of sales attributable to our
other food products group.
Our products generally are shipped from inventory upon receipt
of a customer order. In certain cases, we produce to order.
Sales order backlogs are not material to our business.
Products are shipped from our production facilities directly to
customers or to our distribution centers, where products are
consolidated for shipment to customers. This consolidation of
products enables us to improve customer service by offering our
customers a single order, invoice and shipment.
Seasonality
Demand for our products does not vary significantly by season.
Raw Materials
The most important raw material used in our pickle operations is
cucumbers. We purchase cucumbers under seasonal grower contracts
with a variety of growers strategically located to supply our
production facilities. We select seeds and advise growers
regarding planting techniques. We also monitor agricultural
practices and direct the harvest. Bad weather or disease in a
particular growing area can reduce crop yields in that area,
requiring us to purchase cucumbers from foreign sources or ship
cucumbers from other growing areas in the United States, which
increase production costs. The strategic location of our
production facilities relative to cucumber growing areas
mitigates this risk. We have long-standing relationships with
many of these growers. In addition, we also procure cucumbers
and pickles in both bulk and packaged form from Mexico and India.
Other important raw materials used in our operations are soybean
oil, coconut oil, casein, cheese and corn syrup. These raw
materials generally are purchased under supply contracts, and we
occasionally engage in forward buying when we determine such
buying to be to our advantage. We believe these raw materials to
be generally available from a number of suppliers.
The most important packaging materials used in our operations
are glass, plastic containers, cardboard, metal closures and
metal cans. Most packaging materials are purchased under
long-term supply contracts. We believe these packaging materials
to be generally available from a number of suppliers, with the
exception of glass, which we procure through a long-term supply
contract that expires in December 2007.
Certain of our raw materials are purchased under long-term
contracts in an attempt to guarantee supply and in order to
obtain lower costs. The prices of our raw materials increase and
decrease based on supply,
demand and other factors. We are not always able to adjust our
pricing to reflect changes in raw materials costs. Volatility in
the cost of our raw materials can adversely affect our
performance as price changes often lag behind changes in costs.
For additional discussion of the risks associated with the raw
materials used in our operations, see “Known Trends and
Uncertainties — Prices of Raw Materials.”
Working Capital
Components of our working capital generally are stable
throughout the year with the exception of pickle inventories.
The peak season for pickle production occurs during the spring
and summer as cucumbers are harvested and processed. As a
result, pickle inventories tend to reach a low point in the
second quarter and are at a high point at the end of the third
quarter.
Competition
We have several competitors in each of our product markets. For
sales of private label products to retailers, the principal
competitive factors are price, product quality and quality of
service. For sales of private label products to consumers, the
principal competitive factors are price and product quality. For
sales of products to foodservice customers, the principal
competitive factors are product quality and specifications,
reliability of service and price.
Competition to obtain shelf space for our branded products with
retailers generally is based on the expected or historical
performance of our product sales relative to our competitors.
The principal competitive factors for sales of our branded
products to consumers are brand recognition and loyalty, product
quality and price. Most of our branded competitors have
significantly greater resources and brand recognition than we do.
The consolidation trend is continuing in the retail grocery and
foodservice industries, and mass merchandisers are gaining
market share. As our customer base continues to consolidate, we
expect competition to intensify as we compete for the business
of fewer, large customers.
Employee and Labor Relations
As of December 31, 2005, our work force consisted of
1,727 full-time employees. Of these, 1,583 were engaged in
manufacturing, 47 were engaged in marketing and sales and 97
were engaged in administration.
We employ temporary and contract labor for cucumber procurement
and pickle processing during the harvest season. Seasonal labor
needs normally peak at approximately 1,050 additional workers
during the cucumber harvest period in the summer.
Currently, approximately 58% of our full time distribution,
production and maintenance employees are covered by collective
bargaining agreements with locals of the International
Brotherhood of Teamsters or the United Food and Commercial
Workers Union.
We currently have good labor and employee relations.
For More Information About Us
Filings with the SEC — Our fiscal year ends on
December 31. We furnish our stockholders with annual
reports containing audited financial reports.
As a public company, we regularly file reports and proxy
statements with the Securities and Exchange Commission. These
reports are required by the Securities Exchange Act of 1934 and
include:
Anyone may read and copy any of the materials we file with the
SEC at the SEC’s Public Reference Room at 405 Fifth
Street, Washington DC, 20549; information on the operation
of the Public Reference Room may be obtained by calling the SEC
at 1-800-SEC-0330. The
SEC maintains an internet site that contains our report, proxy
and information statements, and our other SEC filings; the
address of that site is http://www.sec.gov.
Also, we make our SEC filings available on our own internet site
as soon as reasonably practicable after they have been filed
with the SEC. Our internet address is
www.treehousefoods.com.
Corporate Governance — Our Code of Ethics,
which is applicable to all of our employees and directors, is
available on our corporate website at
www.treehousefoods.com, along with the Corporate
Governance Guidelines of our Board of Directors and the charters
of the Committees of our Board of Directors. Any waivers that we
may grant to our executive officers or directors under the Code
of Ethics, and any amendments to our Code of Ethics, will be
posted on our corporate website. Any of these items or any of
our filings with the Securities and Exchange Commission are
available in print to any shareowner who requests them. Requests
should be sent to Investor Relations, TreeHouse Foods, Inc.,
Two Westbrook Corporate Center, Suite 1070,
Westchester, IL60154.
Item
1A. Risk Factors
In addition to the factors discussed elsewhere in the Report,
the following risks and uncertainties could materially and
adversely affect the Company’s business, financial
condition and results of operations. Additional risks and
uncertainties not presently known to the Company also may impair
the Company’s business operations and financial condition.
Because we are dependent upon a limited number of customers,
the loss of a significant customer could adversely affect our
operating results.
A relatively limited number of customers accounts for a large
percentage of our consolidated net sales. For the year ended
December 31, 2005, our largest customer, Wal-Mart
(including its subsidiaries, such as Sam’s Club),
represented approximately 11.7% of our consolidated net sales
and approximately 22.1% of our non-dairy powdered creamer
segment’s sales. During the same period, our five largest
customers represented approximately 32.4% of our net sales. Our
pickles segment’s five largest customers represented
approximately 38.6% of that segment’s sales. During the
same period, an affiliate of Sysco Corporation represented
approximately 15.9% of sales attributable to our other food
products group.
These percentages may increase if the recent trends of
consolidation in the retail grocery and foodservice industries
continue. We expect that a significant portion of our net sales
will continue to be derived from a small number of customers.
These customers typically do not enter into written contracts,
and the contracts that they do enter into generally are
terminable at will. Our customers make purchase decisions based
on a combination of price, product quality and customer service
performance. If our product sales to one or more of these
customers are reduced, this reduction may have a material
adverse effect on our business, results of operations and
financial condition. The bankruptcy of a large foodservice
customer and the loss of a retail chain customer in 2004, for
example, contributed to declines in sales to retail customers
and a subsequent 3.8% decrease in net sales in our pickles
segment over the previous year. See “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations — Results of Continuing
Operations — Year Ended December 31, 2004
Compared to Year Ended December 31, 2003.”
Increases in input costs, such as raw materials, packaging
materials and fuel costs, could adversely affect us.
The most important raw material used in our pickle operations is
cucumbers. We purchase cucumbers under seasonal grower contracts
with a variety of growers strategically located to supply our
production facilities. Bad weather or disease in a particular
growing area can damage or destroy the crop in that area, which
would impair crop yields. If we are not able to buy cucumbers
from local suppliers, we would likely either purchase cucumbers
from foreign sources, such as Mexico or India, or ship cucumbers
from other growing areas in the United States, thereby
increasing our production costs.
The costs of other raw materials as well as packaging materials
and fuel have varied widely in recent years, and future changes
in such costs may cause our results of operations and our
operating margins to fluctuate significantly. Many of the raw
materials used in our products rose to unusually high levels
during 2005, including soybean oil, casein, cheese and packaging
materials. In addition, fuel costs, which represent the most
significant factor affecting utility costs at our production
facilities and our transportation costs, are currently at very
high levels. Furthermore, certain input requirements, such as
glass used in packaging, are available only from a limited
number of suppliers.
Changes in the prices of our products may lag behind changes in
the costs of our materials. Competitive pressures also may limit
our ability to quickly raise prices in response to increased raw
materials, packaging and fuel costs. Accordingly, if we are
unable to increase our prices to offset increase raw material,
packaging and fuel costs, our operating profits and margins
could be materially adversely affected.
Our private label and regionally branded products may not be
able to compete successfully with nationally branded
products.
For sales of private label products to retailers, the principal
competitive factors are price, product quality and quality of
service. For sales of private label products to consumers, the
principal competitive factors are price and product quality. In
many cases, competitors with nationally branded products have a
competitive advantage over private label products primarily due
to name recognition. In addition, when branded competitors focus
on price and promotion, the environment for private label
producers becomes more challenging because the price difference
between private label products and branded products can become
less meaningful.
Competition to obtain shelf space for our branded products with
retailers generally is based on the expected or historical
performance of our product sales relative to our competitors.
The principal competitive factors for sales of our branded
products to consumers are brand recognition and loyalty, product
quality and price. Most of our branded competitors have
significantly greater resources and brand recognition than we do.
Competitive pressures or other factors could cause us to lose
market share, which may require us to lower prices, increase
marketing expenditures, or increase the use of discounting or
promotional programs, each of which would adversely affect our
margins and could result in a decrease in our operating results
and profitability.
The consolidation trend among our customer base could
adversely affect our profitability.
The consolidation trend is continuing in the retail grocery and
foodservice industries, and mass merchandisers are gaining
market share. As this trend among grocery retailers continues
and our retail customers, including mass merchandisers, grow
larger and become more sophisticated, these retailers may demand
lower pricing and increased promotional programs from product
suppliers. If we are not selected by these retailers for most of
our products or if we fail to effectively respond to their
demands, our sales and profitability could be adversely
affected. Furthermore, some of our large customers may seek more
favorable terms for their purchases of our products. Sales to
our large customers on terms less favorable than existing terms
could have an adverse effect on our profitability. In addition,
we have been subject to a number of competitive bidding
situations over the last few years, which have resulted in
margin erosion on sales to several
customers, including some large customers. In bidding situations
we are subject to the risk of losing customers. Loss of any of
our largest customers could have an adverse impact on our
financial results.
We may be unsuccessful in our future acquisition endeavors,
if any, which may have an adverse effect on our business.
Consistent with our stated strategy, our future growth rate
depends, in large part, on our acquisition of additional food
manufacturing businesses, products or processes. As a result, we
intend to engage in acquisition activity. We may be unable to
identify suitable targets, opportunistic or otherwise, for
acquisition or make acquisitions at favorable prices. If we
identify a suitable acquisition candidate, our ability to
successfully implement the acquisition would depend on a variety
of factors including our ability to obtain financing on
acceptable terms.
Acquisitions involve risks, including those associated with
integrating the operations, financial reporting, disparate
technologies and personnel of acquired companies; managing
geographically dispersed operations; the diversion of
management’s attention from other business concerns; the
inherent risks in entering markets or lines of business in which
we have either limited or no direct experience; unknown risks;
and the potential loss of key employees, customers and strategic
partners of acquired companies. We may not successfully
integrate businesses or technologies we acquire in the future
and may not achieve anticipated revenue and cost benefits.
Acquisitions may not be accretive to our earnings and may
negatively impact our results of operations as a result of,
among other things, the incurrence of debt, one-time write-offs
of goodwill and amortization expenses of other intangible
assets. In addition, future acquisitions could result in
dilutive issuances of equity securities.
We may be unable to anticipate changes in consumer
preferences, which may result in decreased demand for our
products.
Our success depends in part on our ability to anticipate the
tastes and eating habits of consumers and to offer products that
appeal to their preferences. Consumer preferences change from
time to time, and our failure to anticipate, identify or react
to these changes could result in reduced demand for our
products, which would adversely affect our operating results and
profitability.
We may be subject to product liability claims for misbranded,
adulterated, contaminated or spoiled food products.
We sell food products for human consumption, which involve risks
such as:
•
product contamination or spoilage;
•
misbranding;
•
product tampering; and
•
other adulteration of food products.
Consumption of a misbranded, adulterated, contaminated or
spoiled product may result in personal illness or injury. We
could be subject to claims or lawsuits relating to an actual or
alleged illness or injury, and we could incur liabilities that
are not insured or that exceed our insurance coverages. Even if
product liability claims against us are not successful or fully
pursued, these claims could be costly and time-consuming and may
require management to spend time defending the claims rather
than operating our business.
A product that has been actually or allegedly misbranded or
becomes adulterated could result in:
Any of these events, including a significant product liability
judgment against us, could result in a loss of confidence in our
food products, which could have an adverse effect on our
financial condition, results of operations or cash flows.
Compliance with recent government regulations relating to
bioterrorism could increase our operating costs and adversely
affect our profitability.
As a producer and marketer of food items we are subject to
regulation by various federal, state and local governmental
agencies. Recently, the Bioterrorism Act of 2002 was enacted
which includes regulations relating to the tracking and tracing
of food products, including ingredients and raw materials,
throughout the process of production. We will need to expend
monetary and non-monetary resources in the future to maintain
such compliance. In addition, future regulations by these
agencies could become more stringent. In each instance,
continued compliance with these and any similar requirements
could increase our operating costs and adversely affect our
profitability in the future.
Our business could be harmed by strikes or work stoppages by
our employees.
Currently, approximately 58% of our full time distribution,
production and maintenance employees are covered by collective
bargaining agreements with the International Brotherhood of
Teamsters or the United Food and Commercial Workers Union. If a
dispute with one of these unions or the employees they represent
were to arise, production interruptions caused by work stoppages
could occur. If a strike or work stoppage were to occur, our
business, financial condition and results of operations could be
adversely affected.
We could incur significant tax liabilities if the
Distribution becomes a taxable event.
Dean Foods received a private letter ruling from the IRS
substantially to the effect that, for U.S. federal income
tax purposes, the Distribution of our common stock held by Dean
Foods to its stockholders will qualify as a tax-free transaction
under Section 355 of the Internal Revenue Code of 1986, as
amended (the “Code”). Although a private letter ruling
from the IRS generally is binding on the IRS, if the facts
presented or representations made in the letter ruling request
are untrue or incomplete in any material respect, the letter
ruling could be retroactively revoked or modified by the IRS.
Furthermore, the IRS does not rule on whether a distribution
satisfies certain requirements for a Section 355
distribution. Therefore, in addition to obtaining the letter
ruling from the IRS, Dean Foods and we obtained an opinion from
the law firm of Wilmer Cutler Pickering Hale and Dorr LLP that
the Distribution qualified as a transaction under
Section 355 of the Code. The opinion relies on the IRS
letter ruling as to matters covered by the ruling. In addition,
the opinion is based on, among other things, certain assumptions
and representations as to factual matters made by Dean Foods and
us, which if incorrect or inaccurate in any material respect
would jeopardize the conclusions reached by counsel in its
opinion. The opinion is not binding on the IRS or the courts,
and the IRS or the courts may not agree with the opinion.
Notwithstanding receipt by Dean Foods of the private letter
ruling and opinion of counsel, the IRS could assert that the
Distribution should be treated as a taxable event. If the IRS
were successful in taking this position, our initial public
stockholders and Dean Foods could be subject to significant
U.S. federal income tax liability. In addition, even if the
Distribution otherwise were to qualify under Section 355 of
the Code, it may be taxable to Dean Foods (but not to Dean Foods
stockholders) under Section 355(e) of the Code, if the
Distribution were later deemed to be part of a plan (or series
of related transactions) pursuant to which one or more persons
acquire directly or indirectly stock representing a
50 percent or greater interest in Dean Foods or us. For
this purpose, any acquisitions of Dean Foods stock or of our
common stock within the period beginning two years before the
Distribution and ending two years after the Distribution are
presumed to be part of such a plan.
Although the taxes resulting from a taxable distribution
generally would be imposed on Dean Foods and its stockholders,
we would in certain circumstances be liable under the tax
sharing agreement for all or a portion of Dean Foods’ taxes
resulting from the Distribution being taxable. If we were to
become liable for such taxes, it would have a material adverse
effect on our financial condition and results of operations.
Item 1B.
Unresolved Staff Comments
Not applicable.
Item 2.
Properties
We currently operate 10 principal production facilities, all of
which are owned except for the facility in City of Industry,
California, which is leased under an agreement that expires
September 2006. We believe that these facilities are suitable
for our operations and provide sufficient capacity to meet our
requirements for the foreseeable future. In November 2005 we
announced our intention to close the La Junta, Colorado
production facility, which was closed on February 9, 2006.
The chart below lists the location and principal products
produced at our production facilities:
Facility Location
Principal Products
City of Industry, California
Mocha
Mix®,
Second
Nature®
and salad dressings
Chicago, Illinois
Refrigerated foodservice pickles
Dixon, Illinois
Aseptic cheese sauces, puddings and gravies
Pecatonica, Illinois(1)
Powders used for non-dairy creamers
Plymouth, Indiana
Pickles, peppers and relish
New Hampton, Iowa
Powders used for non-dairy creamers
Wayland, Michigan
Powders used for non-dairy creamers and other powdered products
Faison, North Carolina
Pickles, peppers and relish; syrup
Portland, Oregon(2)
Pickles, peppers and relish
Green Bay, Wisconsin
Pickles, peppers, relish and sauces
La Junta, Colorado
Pickles, peppers and relish
(1)
We also have a research and development facility located at this
property. See “— Research and Development”
below.
(2)
We also lease adjacent land at this facility for use in
connection with our pickle processing plant operations.
Prior to 2005, we manufactured and sold aseptic nutritional
beverages under co-pack arrangements and private labels. We
exited the nutritional beverages business in the fourth quarter
of 2004 due to significant declines in volume, which we believed
could not be replaced without significant investments in capital
and research and development. As a result, we closed our
facility in Benton Harbor, Michigan. This facility currently is
held for sale. In 2005 we sold our former production facility in
Cairo, Georgia.
We also operate five principal distribution centers, all of
which are leased except for the La Junta, Colorado
distribution center, which is owned. In November 2005 we
announced our intention to close the
La Junta, Colorado distribution center on or about
June 1, 2006. The chart below lists the location and size
of our five principal distribution centers.
Lease
Facility Location
Size (square feet)
Expiration Date
Hobart, Wisconsin
510,000
June 2012
Plymouth, Indiana
300,500
June 2015
Turkey, North Carolina
495,000
June 2011
Portland, Oregon
250,000
April 2014
La Junta, Colorado(1)
200,000
—
(1)
We own the building and lease the underlying land pursuant to a
long-term ground lease that expires July 2023.
In addition to the facilities listed above, we also utilize a
number of other warehouses and distribution centers, most of
which are operated by third parties. In particular, we utilize a
286,000 square foot warehouse facility in Dixon, Illinois
and a 139,000 square foot warehouse facility in Pecatonica,
Illinois. Both of these facilities are owned and operated by
third parties.
Research and Development
Our research facilities include a Research and Development
Center in Pecatonica, Illinois. The Center focuses on the
development of aseptic and powdered creamer products. Product
development work for aseptic products also is carried out at our
production facility in Dixon, Illinois. Research and development
for our pickles segment is carried out at our production
facility in Green Bay, Wisconsin. In addition, sample
preparation, plant trials, ingredient approval and other quality
control procedures are conducted at all our manufacturing
facilities.
Intellectual Property
We own several trademarks that are used primarily for our
regionally branded pickles and sauces. We protect our trademarks
by obtaining registrations where appropriate and opposing any
infringements.
In connection with the Distribution, Dean Foods granted to us a
license to use its
Dean®
and
Fieldcrest®
trademarks until our current supply of packaging materials was
depleted. In addition, we granted to Dean Foods a perpetual,
royalty-free license to use the
Rod’s®trademark
in connection with Dean Foods’ operations.
Item 3.
Legal Proceedings
We are not party to, nor are our properties the subject of, any
material pending legal proceedings. However, we are parties from
time to time to certain claims, litigation, audits and
investigations. We believe that we have established adequate
reserves to satisfy any potential liability we may have under
all such claims, litigations, audits and investigations that are
currently pending. In our opinion, the settlement of any such
currently pending or threatened matter is not expected to have a
material adverse impact on our financial position, results of
operations or cash flows.
Item 4.
Submission of Matters to a Vote of Security Holders
No matter was submitted by us during the fourth quarter of 2005
to a vote of security holders, through the solicitation of
proxies or otherwise.
Our common stock began trading on the New York Stock Exchange on
June 28, 2005 under the symbol “THS.” The
following table sets forth the high and low sales prices of our
common stock as quoted on the New York Stock Exchange for the
third and fourth quarters of 2005. At March 24, 2006, there
were approximately 5,159 record holders of our common stock.
High
Low
2005:
Third Quarter
$
31.35
$
26.35
Fourth Quarter
27.10
17.85
We have never declared or paid a cash dividend on our common
stock. Our current intention is to retain all earnings to fund
working capital fluctuations, capital expenditures, scheduled
debt repayments, expansion of our business and we do not
anticipate paying cash dividends on our common stock in the
foreseeable future. Moreover, our revolving credit facility
contains certain restrictions on our ability to pay cash
dividends. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations —
Liquidity and Capital Resources — Current Debt
Obligations” and Note 9 to our Consolidated Financial
Statements for further information regarding the terms of our
senior credit facility.
Equity Compensation Plan Information
The following table provides information about our common stock
that may be issued upon the exercise of options under all of our
equity compensation plans as of December 31, 2005.
(a)
(b)
(c)
Number of Securities
Remaining Available for
Number of Securities to
Future Issuance under
be Issued Upon
Weighted-average
Equity Compensation
Exercise of Outstanding
Exercise Price of
Plans (excluding
Options, Warrants
Outstanding Options,
securities reflected in
Plan Category
and Rights
Warrants and Rights
column (a)
Equity compensation plans approved by security holders:
2005 Long-Term Stock Incentive Plan
1,540,600
29.61
1,459,400
Equity compensation plans not approved by security
holders:
The following selected financial data as of and for each of the
five years in the period ended December 31, 2005 has been
derived from our audited Consolidated Financial Statements. The
selected financial data do not purport to indicate results of
operations as of any future date or for any future period. The
selected financial data should be read in conjunction with our
Consolidated Financial Statements and related Notes. For periods
prior to June 27, 2005, all of the historical assets,
liabilities, sales, expenses, income, cash flows, products,
businesses and activities of our business that we describe in
this report as “ours” are in fact the historical
assets, liabilities, sales, expenses, income, cash flows,
products, businesses and activities of the businesses
transferred to TreeHouse by Dean Foods.
Year Ended December 31
2005
2004
2003
2002
2001
(Dollars in thousands except per share data)
Operating data:
Net sales
$
707,731
$
694,619
$
696,134
$
683,819
$
686,981
Cost of sales
560,094
537,970
517,896
503,242
521,946
Gross profit
147,637
156,649
178,238
180,577
165,035
Operating costs and expenses:
Selling and distribution
60,976
61,484
57,136
58,385
62,109
General and administrative
31,977
11,020
11,719
12,611
15,389
Management fee paid to Dean Foods
2,940
11,100
5,400
3,600
4,200
Amortization of intangibles
1,732
1,477
1,344
1,551
5,606
Other operating expense, net
21,423
—
—
—
—
Total operating costs and expenses
119,048
85,081
75,599
76,147
87,304
Operating income
28,589
71,568
102,639
104,430
77,731
Other (income) expense:
Interest expense
1,216
710
750
831
3,265
Other (income) expense, net
(66
)
116
—
117
—
Total other expense
1,150
826
750
948
3,265
Income from continuing operations before income taxes
27,439
70,742
101,889
103,482
74,466
Income taxes
15,174
26,071
38,025
38,885
26,178
Income from continuing operations
12,265
44,671
63,864
64,597
48,288
(Loss) income on sale of discontinued operations, net of tax
(689
)
(9,595
)
3,894
3,876
2,570
Income before cumulative effect of accounting change
11,576
35,076
67,758
68,473
50,858
Cumulative effect of accounting change, net of tax
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(The following discussion and analysis presents the
factors that had a material effect on our results of operations
for the years ended December 31, 2005, 2004 and 2003. Also
discussed is our financial position as of the end of those
periods. You should read this discussion in conjunction with our
consolidated financial statements and the notes to those
consolidated financial statements included elsewhere in this
report. This Management’s Discussion and Analysis of
Financial Condition and Results of Operations contains
forward-looking statements. See “Forward-Looking
Statements” for a discussion of the uncertainties, risks
and assumptions associated with these statements.)
Business Overview
We believe we are the largest manufacturer of pickles and
non-dairy powdered creamer in the United States based upon total
sales volumes. We believe we are also the leading retail
supplier of private label pickles and private label non-dairy
powdered creamer in the United States. We had two reportable
segments during all periods discussed in this Management’s
Discussion and Analysis of Financial Condition and Results of
Operations: pickles and non-dairy powdered creamer. We have
designated our reportable segments based on how management views
our business and on differences in manufacturing processes
between product categories. The key performance indicators of
both of our segments are sales dollars, gross profit and
adjusted gross margin, which is our gross profit less the cost
of transporting products to customer locations (referred to in
the tables below as “freight out”) and commissions
paid to independent brokers.
Our current operations consist of the following:
Our pickles segment sells pickles, peppers, relishes and related
products. We supply private label pickles to supermarkets and
mass merchandisers across the United States. We also sell pickle
products to foodservice customers, including relish and
hamburger pickle slices. In addition, we sell pickle products
under our own brands, including
Farmans®,
Nalley’s®,
Peter
Piper®
and
Steinfeldtm,
that have a regional following in certain areas of the country.
Our pickles segment also sells sauces and syrups to retail
grocers in the Eastern, Midwestern and Southeastern United
States under our proprietary
Bennett’s®,
Hoffman
House®
and
Roddenberry’s®Northwoods®
brand names.
Our non-dairy powdered creamer segment sells non-dairy powdered
creamer under private labels and under our proprietary
Cremora®
brand. Product offerings in this segment include private label
products packaged for retailers, such as supermarkets and mass
merchandisers, foodservice products for use in coffee service
and other industrial applications, including for repackaging in
portion control packages and for use as an ingredient by other
food manufacturers.
We also sell a variety of aseptic and refrigerated products.
Aseptic products are processed under heat and pressure in a
sterile production and packaging environment, creating a product
that does not require refrigeration prior to use. We manufacture
aseptic cheese sauces and puddings for sale primarily in the
foodservice market. Our refrigerated products include Mocha
Mix®,
a non-dairy liquid creamer, Second
Nature®,
a liquid egg substitute, and salad dressings sold in foodservice
channels.
Prior to 2005, we manufactured and sold aseptic nutritional
beverages under co-pack arrangements and private labels. We
exited the nutritional beverages business in the fourth quarter
of 2004 due to significant declines in volume, which we believed
could not be replaced without significant investments in capital
and research and development. Our financial statements reflect
the operations and assets related to the nutritional beverages
business as discontinued operations.
We sell our products primarily to the retail grocery,
foodservice and industrial markets.
Spin-Off from Dean Foods — TreeHouse Foods,
Inc. (“TreeHouse”) was formed on January 25, 2005
by Dean Foods Company (“Dean Foods”) in order to
accomplish a spin-off to its shareholders of certain specialty
businesses. Dean Foods transferred the assets and liabilities of
its former Specialty Foods Group segment, and its Mocha
Mix®,
Second
Nature®
and foodservice salad dressings businesses to TreeHouse.
TreeHouse common stock held by Dean Foods was distributed to
Dean Foods’ stockholders on a distribution
ratio of one share of TreeHouse common stock for every five
shares of Dean Foods common stock outstanding. The transfer of
assets and liabilities and the distribution of shares (the
“Distribution”) were completed on June 27, 2005
and TreeHouse commenced operations as a separate, standalone
company. Dean Foods has no continuing stock ownership in
TreeHouse.
New York Stock Exchange Listing — In
conjunction with the Distribution, TreeHouse began regular
trading on the New York Stock Exchange on June 28, 2005
under the symbol “THS.”
Credit Agreement — TreeHouse entered into a
credit agreement with a consortium of banks, effective as of the
Distribution, which provides a $400 million revolving
credit facility for general corporate purposes, including
working capital and acquisitions. There were no outstanding
borrowings under the revolving credit facility at
December 31, 2005. We believe that, given our current cash
position, our cash flow from operating activities and our
available credit capacity, we can comply with the current terms
of the credit facility and meet foreseeable financial
requirements.
Recent Acquisition — On March 1, 2006,
TreeHouse entered into an asset purchase agreement with the Del
Monte Corporation for the purchase of the Del Monte private
label soup, infant feeding and foodservice soup businesses.
TreeHouse will pay an aggregate cash purchase price of
$268 million for the businesses, plus an adjustment for
working capital. The transaction was financed primarily through
borrowings under TreeHouse’s existing $400 million
credit facility.
Results of Operations
The following table presents certain information concerning our
financial results for operating income, including information
presented as a percentage of consolidated net sales.
Net Sales — Net sales increased approximately
1.9% to $707.7 million for the year ending
December 31, 2005, compared to $694.6 million for the
year ending December 31, 2004. Net sales by segment are
shown in the table below.
Consolidated Net Sales
$ Increase/
% Increase/
2005
2004
(Decrease)
(Decrease)
(Dollars in thousands)
Pickles
$
320,143
$
339,249
$
(19,106
)
(5.6
)%
Non-dairy powdered creamer
263,769
240,644
23,125
9.6
%
Other
123,819
114,726
9,093
7.9
%
Total
$
707,731
$
694,619
$
13,112
1.9
%
Sales declines in the pickle segment in 2005 were more than
offset by increased sales in the non-dairy powdered creamer
segment and in other products. Sales in the non-dairy powdered
creamer segment increased 9.6% as a result of increased volumes
in our retail, industrial and export channels and increased
selling prices in response to rising input costs. Net sales in
the pickle segment decreased 5.6% to $320.1 million for
2005 from $339.2 million in the prior year primarily due to
declines in sales to retail customers. Net sales of other
products increased 7.9% to $123.8 million in 2005 from
$114.7 million in the prior year primarily due to increased
sales of refrigerated and aseptic products. Price increases were
announced late in the fourth quarter of 2005 for all segments of
the business in an effort to offset rising energy and raw
material costs.
Cost of Sales — All expenses incurred to bring
a product to completion are included in cost of sales, such as
raw material, ingredient and packaging costs; labor costs;
facility and equipment costs, including costs to operate and
maintain our warehouses; and costs associated with transporting
our finished products from our manufacturing facilities to our
own distribution centers. Cost of sales as a percentage of
consolidated net sales increased to 79.1% in 2005 from 77.5% in
the prior year. We experienced increased raw material and
packaging costs that we were unable to fully pass on to our
customers. Higher fuel and energy costs increased significantly
in the third and fourth quarter of 2005 largely as a result of
Hurricanes Katrina and Rita. We also continued to experience
increases in certain commodity costs such as casein, and coconut
oil compared to the prior year. See — “Results by
Segment”.
Operating Expenses — Operating expenses
increased to $119.0 million in 2005 compared to
$85.1 million for 2004. The increase in 2005 resulted from
four events:
•
the creation of TreeHouse and hiring of its management team,
•
costs associated with the spin-off of TreeHouse from Dean Foods,
•
the adoption of Statement of Accounting Standard
(“SFAS”) No. 123(R) “Share-Based
Payment” in the third quarter, which increased operating
expenses by $9.6 million,
•
the closing of our La Junta, Colorado pickle plant.
Selling and distribution expenses decreased $.5 million
primarily due to a reduction of sales and marketing personnel in
the fourth quarter of 2004 and lower trade marketing expenses.
These decreases were offset somewhat by higher fuel prices,
which we estimate added a total of approximately
$1.7 million to distribution costs in 2005 compared to
2004. TreeHouse corporate costs of $21.8 million, including
$9.6 million related to share based compensation under
SFAS 123(R), are included in general and administrative
expense. The transaction costs to complete the spin-off are
included in other operating expense in the amount of
$9.7 million. These costs, which include legal, accounting
and other professional fees and an investment banking fee
incurred in completing the spin-off, are considered by TreeHouse
to be a one-time expense unique to this transaction. We also
announced the closing of our La Junta, Colorado pickle
plant in the fourth quarter of 2005 to reduce pickle
manufacturing capacity and recorded closing expenses of
$9.9 million, which are included in other operating
expenses. Expenses included with this closing include
property and equipment impairments, employee severance, and
lease termination expenses. In addition, we recorded impairment
expenses of $4.7 million related to certain trademarks and
other intangibles reflecting our Company’s strategic focus
on private label instead of branded products. Other operating
expense also includes three items which partially offset the
increased expenses above. We received $1.1 million in the
second quarter and $.1 million in the fourth quarter as a
settlement for participating in a high fructose corn syrup class
action antitrust litigation. We also sold our Cairo, Georgia
facilities and a tank yard facility in the second quarter that
generated gains of $1.2 million and $.5 million,
respectively.
Operating Income — Operating income in 2005 was
$28.6 million, a decrease of $43 million, or 60% from
operating income of $71.6 million in 2004 as a result of
the distribution spin related expenses, the adoption of
SFAS 123(R), TreeHouse corporate costs, the La Junta,
Colorado plant closing and higher raw material and packaging
expenses incurred in 2005. Our operating margin was 4.1% in 2005
as compared to 10.3% in the prior year.
Income Taxes — Income tax expense was recorded
at an effective rate of 55.3% for 2005 compared to 36.9% in the
prior year. The non-deductibility of the $9.7 million of
Distribution expenses for tax purposes in 2005 caused the large
increase in effective tax rate compared to 2004. Our effective
tax rate varies based on the relative earnings of our business
units.
Net sales in the pickles segment decreased by approximately
$19.1 million, or 5.6%, for the year ended
December 31, 2005 compared to the prior year 2004.
Dollars
Percent
(Dollars in millions)
2004 Net sales
$
339.2
Volume
(23.4
)
(6.9
)%
Pricing
4.3
1.3
2005 Net sales
$
320.1
(5.6
)%
The decrease in net sales from 2004 to 2005 resulted primarily
from volume declines to retail customers. We lost the business
of a large retail customer in the third quarter of 2004; in
addition, according to Information Resources, Inc., the dollar
volumes of pickle sales by all retail grocers was down 5.5%
compared to 2004.
Cost of sales as a percentage of net sales increased from 79.1%
in 2004 to 80.4% in 2005 primarily as a result of significant
increases in packaging, raw material, labor, energy and overhead
costs. Increases in 2005 include (i) a 4% increase in glass
costs due in part to rising natural gas prices; (ii) a 14%
increase in plastic containers due to rising resin costs; and
(iii) a 35% increase in natural gas costs.
Freight out and commissions paid to independent brokers
decreased $1.4 million or 6.4%, to $21.1 million in
2005 compared to $22.6 million in 2004 as a result of lower
volumes. However, freight out and commissions
decreased slightly as a percentage of net sales to 6.6% in 2005
compared to 6.7% in 2004 due to a decrease in commission rates
offset by an increase in freight out costs attributable to
higher gasoline and diesel fuel costs.
Non-dairy powdered creamer —
Year Ended December 31
2005
2004
Dollars
Percent
Dollars
Percent
(Dollars in thousands)
Net sales
$
263,769
100.0
%
$
240,644
100.0
%
Cost of sales
208,867
79.2
187,314
77.8
Gross Profit
54,902
20.8
53,330
22.2
Freight out and commissions
13,844
5.2
12,417
5.2
Adjusted gross margin
$
41,058
15.6
%
$
40,913
17.0
%
Net sales in the non-dairy powdered creamer segment increased by
$23.1 million, or 9.6%, in 2005 compared to the prior year.
The change in net sales from 2004 to 2005 was due to the
following:
Dollars
Percent
(Dollars in millions)
2004 Net sales
$
240.6
Volume
15.9
6.6
%
Pricing
7.3
3.0
2005 Net sales
$
263.8
9.6
%
In the first quarter of 2005, we increased our prices in
response to significant increases in raw material costs such as
casein. Due to continued significant increases in packaging,
commodities and natural gas we increased our prices again late
in the fourth quarter of 2005. Our case sales volumes increased
by approximately 6.6% due to strong retail private label growth
and a steady increase in our bulk and export businesses.
Cost of sales as a percentage of net sales increased from 77.8%
in 2004 to 79.2% in 2005, as price increases to our customers
partially offset increases in raw material, packaging and energy
costs. Increases in raw material costs included a 35% increase
in casein, which was partially offset by a 15% decrease in
soybean oil and an 8% decrease in corn syrup in 2005 compared to
2004. Packaging costs also increased by 17% in 2005 driven by
higher resin costs. Natural gas costs increased 35% in 2005
compared to the prior year.
Freight out and commissions paid to independent brokers
increased $1.4 million to $13.8 million in 2005
compared to $12.4 million in 2004 primarily as a result of
the increase in net sales volume. Freight out and commissions as
a percentage of net sales remained flat in 2005 compared to
2004, as a result of the relatively smaller increase in freight
out and commission dollars compared to the increase in sales
dollars.
Net Sales — Net sales decreased approximately
0.2% to $694.6 million during 2004 from $696.1 million
in 2003. Net sales by segment are shown in the table below.
Consolidated Net Sales
$ Increase/
% Increase/
2004
2003
(Decrease)
(Decrease)
(Dollars in thousands)
Pickles
$
339,249
$
352,622
$
(13,373
)
(3.8
)%
Non-dairy powdered creamer
240,644
218,563
22,081
10.1
%
Other
114,726
124,949
(10,223
)
(8.2
)%
Total
$
694,619
$
696,134
$
(1,515
)
(0.2
)%
Declines in sales in the pickles segment and in other products
in 2004 were offset almost entirely by increased sales in the
non-dairy powdered creamer segment. Sales in the non-dairy
powdered creamer segment increased 10.1% due to increased prices
in response to rising input costs, the acquisition of the
Cremora®
brand in December 2003 and increased volumes, net of the
Cremora®
acquisition, in the retail channel. Net sales in the pickles
segment decreased 3.8% to $339.2 million in 2004 from
$352.6 million in 2003 primarily due to declines in sales
volume to retail customers, partially due to cool, wet weather
in the summer months, which led to decreased demand, and the
bankruptcy of a large foodservice customer in 2003. Net sales of
other products decreased 8.2% to $114.7 million in 2004
from $124.9 million in 2003 primarily due to lower sales of
aseptic cheese sauces and puddings due primarily to continued
disruption of business caused by the relocation of our aseptic
manufacturing line in late 2003.
Cost of Sales — All expenses incurred to bring
a product to completion are included in cost of sales, such as
raw material, ingredient and packaging costs; labor costs;
facility and equipment costs, including costs to operate and
maintain our warehouses; and costs associated with transporting
our finished products from our manufacturing facilities to our
own distribution centers. Cost of sales as a percentage of
combined net sales increased to 77.5% in 2004 from 74.4% in
2003, primarily due to substantially higher raw material costs,
particularly casein, soybean oil, coconut oil and cheese, as
well as increases in glass and other packaging costs. In
addition, our employee benefit costs increased by approximately
$1.7 million, as a result of higher workers’
compensation claims. Higher fuel and energy costs also
negatively impacted cost of sales. See “— Year
Ended December 31, 2004 Compared to Year Ended
December 31, 2003 — Results by Segment.”
Operating Costs and Expenses — Our operating
expenses increased approximately $9.5 million, or
approximately 12.5%, during 2004 compared to the prior year.
Operating expenses increased primarily due to the following:
•
higher fuel prices, which we estimate added a total of
approximately $4 million to distribution costs for 2004 as
compared to the prior year; and
•
an increase in the management fee charged by Dean Foods of
approximately $5.7 million in 2004 compared to the prior
year. Approximately $4.8 million of the increase in the
management fee related to the allocation of expenses related to
the distribution.
Our operating expenses as a percentage of combined net sales
increased 1.3% to 12.2% in 2004 as compared to 10.9% in 2003.
Operating Income — Operating income during 2004
was $71.6 million, a decrease of $31.1 million, or
30.3%, from operating income of $102.6 million in 2003 as a
result of the effect of higher costs of sales and higher
operating costs and expenses in 2004. Our operating margin was
10.3% in 2004 as compared to 14.7% in 2003.
Income Taxes — Income tax expense was recorded
at an effective rate of 36.9% in 2004 compared to 37.3% in 2003.
Our effective tax rate varies based on the relative earnings of
our business units.
Net sales in the pickles segment decreased by approximately
$13.4 million, or 3.8%, in 2004 versus 2003. The change in
net sales from 2003 to 2004 was due to the following:
Dollars
Percent
(Dollars in millions)
2003 Net sales
$
352.6
Volume
(6.9
)
(2.0
)%
Pricing
(6.5
)
(1.8
)
2004 Net sales
$
339.2
(3.8
)%
The decrease in net sales from 2003 to 2004 resulted primarily
from declines in sales volume to retail customers, partially due
to cool, wet weather in the summer months, which led to deceased
demand, and the bankruptcy of a large foodservice customer in
2003. The balance of the decline in sales was due to price
decreases in response to continued competitive pricing pressures
in the retail environment.
Cost of sales as a percentage of net sales increased from 74.0%
in 2003 to 79.1% in 2004 primarily as a result of increases in
packaging and raw material costs including (i) a 12%
increase in glass costs as a result of entering into a new
supply agreement with a major glass vendor; (ii) an 8%
increase in plastic containers due to rising resin costs; and
(iii) rising natural gas costs. In addition, the cost of
our employee health and welfare programs increased 15% over 2003
due to increased premiums and worker’s compensation costs.
Due largely to competitive pressures, we were unable to pass
through these product cost increases in 2004 to our customers.
Freight out and commissions paid to independent brokers
increased $1.5 million, or 7.0%, to $22.6 million in
2004 compared to $21.1 million in 2003 primarily as a
result of higher fuel and distribution costs.
Net sales in the non-dairy powdered creamer segment increased by
approximately $22.1 million, or 10.1%, in 2004 versus 2003.
The change in net sales from 2003 to 2004 was due to the
following:
Dollars
Percent
(Dollars in millions)
2003 Net sales
$
218.6
Acquisitions
6.7
3.1
%
Volume
3.2
1.5
Pricing
12.1
5.5
2004 Net sales
$
240.6
10.1
%
Over half of the increase in net sales from 2003 to 2004 was due
to price increases passed through to customers in 2004. Price
increases in 2004 were in response to significant increases in
raw material costs such as soybean oil and casein. Also, volume
sales, net of acquisitions, increased by approximately 1.5%,
which we believe was due to continued positive response to our
new packaging for retail customers introduced in mid-2002.
Finally, we benefited from the full year impact of the
Cremora®
brand acquired in December 2003.
Cost of sales as a percentage of net sales increased only
slightly from 76.8% in 2003 to 77.8% in 2004, as significant
increases in raw material and utility costs were passed through
to customers in the form of higher product prices. Increases in
raw material costs included a 25% increase in soybean oil and
35% increase in casein in 2004 compared to 2003. Utility costs
increased 9% in 2004 compared to 2003, as well as a 15% increase
in our employee health and welfare programs in 2004 over 2003
due to increases in premiums and worker’s compensation
costs.
Freight out and commissions paid to independent brokers
increased $2.6 million, or 26.2%, to $12.4 million in
2004 compared to $9.8 million in 2003 primarily as a result
of increased fuel costs and due to the increase in net sales
volume. Freight and commissions as a percentage of net sales
increased to 5.2% in 2004 compared to 4.5% in 2003 as a result
of rising fuel and distribution costs.
Liquidity and Capital Resources
Historical Cash Flow
We have generated and expect to continue to generate positive
cash flow from operations.
When we were part of Dean Foods, our cash was swept regularly by
Dean Foods. Dean Foods also funded our operating and investing
activities as needed. Our transfers of cash both to and from
Dean Foods’ cash management system are reflected on our
balance sheets as “Dean Foods’ net investment.”
Dean Foods did not allocate the interest expense related to its
receivables-backed facility or other financing obligations to
its segments, except for specific borrowings for industrial
revenue bonds. Therefore, the interest expense reflected in our
Consolidated Financial Statements relates only to our capital
leases and our new line of credit.
Year Ended
December 31
2005
2004
(In thousands)
Cash provided by operating activities
$51,808
$91,191
Capital spending
$14,244
$21,990
Net cash provided by operating activities decreased by
$39.4 million in 2005 compared to 2004 due to:
•
A reduction in net income plus non-cash items of
$19.1 million.
•
A decrease in working capital of $1.3 million in 2005
compared to a decrease of $15.8 million in 2004 due
primarily to a reduction in pickle inventories and beverage
inventories, which were discontinued in 2004.
•
A decrease in cash provided by discontinued operations of
$5.8 million.
Net cash used in investing activities was $14.2 million in
2005 compared to $22.7 million in 2004, a decrease of
$8.5 million mainly due to the acquisition of our Portland
facility for $4.4 million in August 2004. This facility was
previously leased.
We also received $2.5 million as the result of stock option
exercises in 2005 and paid $.8 million in financing costs
related to our $400 million revolving line of credit.
Current Debt Obligations
At December 31, 2005 we had outstanding borrowings of
$6.5 million consisting of capital leases.
Our short-term financing needs primarily are for financing
working capital during the year. Due to the seasonality of
pickle production driven by the cucumber harvest cycle, which
occurs primarily during the spring and summer, pickle
inventories generally are at a low point in late spring and at a
high point during the fall increasing our working capital
requirement. Our long-term financing needs will depend largely
on potential acquisition activity. At December 31, 2005, we
had no borrowings under our $400 million revolving credit
facility. In addition, at December 31, 2005, there were
$1.4 million of letters of credit under the revolver that
were issued but undrawn. We are currently in compliance with all
covenants contained in our credit agreement. Our credit
agreement, plus cash flow from operations, is expected to be
adequate to provide liquidity for our planned growth strategy.
On March 1, 2006, TreeHouse entered into an asset purchase
agreement with the Del Monte Corporation for the purchase of the
Del Monte private label soup, infant feeding and foodservice
soup businesses. TreeHouse will pay an aggregate cash purchase
price of $268 million for the businesses, plus an
adjustment for working capital. The transaction was financed
primarily through borrowings under TreeHouse’s existing
$400 million credit facility.
See Note 9 to our Consolidated Financial Statements.
The table below summarizes our obligations for indebtedness,
purchase and lease obligations at December 31, 2005.
Payments Due by Period
Indebtedness, Purchase & Lease Obligations
Total
2006
2007
2008
2009
2010
Thereafter
(In thousands)
Capital lease obligations(1)
$
13,395
$
1,020
$
993
$
930
$
871
$
846
$
8,735
Purchasing obligations(2)
66,798
34,726
8,039
6,825
6,111
971
10,126
Operating leases
40,373
6,338
5,535
5,287
5,079
4,861
13,273
Total
$
120,566
$
42,084
$
14,567
$
13,042
$
12,061
$
6,678
$
32,134
(1)
Represents face value.
(2)
Primarily represents commitments to purchase minimum quantities
of raw materials used in our production processes, primarily
cucumbers. We enter into these contracts from time to time in an
effort to ensure a sufficient supply of raw ingredients. In
addition, we have contractual obligations to purchase various
services that are part of our production process.
Long-Term Liabilities
Our employees participated in Dean Foods retirement plans. At
the date of Distribution we assumed the liabilities and plan
assets related to our employees. These plans offer pension
benefits through various defined benefit pension plans and also
offer certain health care and life insurance benefits to
eligible employees and their eligible dependents upon the
retirement of such employees. Reported costs of providing
non-contributory defined pension benefits and other
postretirement benefits are dependent upon numerous factors,
assumptions and estimates.
For example, these costs are impacted by actual employee
demographics (including age, compensation levels and employment
periods), the level of contributions made to the plan and
earnings on plan assets. Our pension plan assets are primarily
made up of equity and fixed income investments. Changes made to
the provisions of the plan may impact current and future pension
costs. Fluctuations in actual equity market returns, as well as
changes in general interest rates may result in increased or
decreased pension costs in future periods. Pension costs may be
significantly affected by changes in key actuarial assumptions,
including anticipated rates of return on plan assets and the
discount rates used in determining the projected benefit
obligation and pension costs. As such, significant portions of
pension costs recorded in any period may not reflect the actual
level of cash benefits provided to plan participants. We
recorded non-cash pension expense of $1.2 million in 2005
and 2004.
We contributed $2.3 million to the pension plans and
approximately $.1 million to the postretirement health
plans in 2005.
Other Commitments and Contingencies
We also have the following commitments and contingent
liabilities, in addition to contingent liabilities related to
ordinary course litigation, investigations and tax audits:
•
certain lease obligations, and
•
selected levels of property and casualty risks, primarily
related to employee health care, workers’ compensation
claims and other casualty losses.
See Note 17 to our Consolidated Financial Statements for
more information about our commitments and contingent
obligations.
Future Capital Requirements
During 2006, we intend to invest approximately
$16.0 million in capital expenditures primarily for our
existing manufacturing facilities and distribution capabilities.
These expenditures will be funded using cash flow from
operations. We intend to spend this amount as follows:
Amount
(In
thousands)
Pickles
$
7,500
Non-Dairy Powdered Creamer
5,000
Other
3,500
Total
$
16,000
In 2006, we do not expect to incur cash interest until we
complete the acquisition of the Del Monte Corporation’s
soup and infant feeding businesses at the end of the first
quarter, as we anticipate that our cash flow from operations
will be sufficient to cover our working capital and capital
expenditures requirements. Upon completing the acquisition, we
expect cash interest for the remainder of 2006 to be
approximately $12 million. Cash taxes are expected to be
approximately $17.1 million. We expect that cash flow from
operations and our existing credit facility will be sufficient
to meet our requirements for our existing businesses for the
foreseeable future.
Known Trends and Uncertainties
Prices of Raw Materials
We were adversely affected by rising input costs during 2005,
and we expect our financial results to continue to be adversely
affected by high input costs throughout 2006.
Many of the raw materials used in our products rose to unusually
high levels during 2005, including soybean oil, casein, cheese
and packaging materials. High fuel costs are also having a
negative impact on our results. Prices for many of these raw
materials and packaging materials are expected to remain high.
For competitive reasons, we may not be able to pass along
increases in raw materials and other input costs as we incur
them.
Competitive Environment
There has been significant consolidation in the retail grocery
and foodservice industries in recent years, and mass
merchandisers are gaining market share. As our customer base
continues to consolidate, we expect competition to intensify as
we compete for the business of fewer, large customers. There can
be no assurance that we will be able to keep our existing
customers, or gain new customers. As the consolidation of the
retail grocery and foodservice industries continues, we could
lose sales if any one or more of our existing customers were to
be sold.
Both the difficult economic environment and the increased
competitive environment at the retail and foodservice levels
have caused competition to become increasingly intense in our
business. We expect this trend to continue for the foreseeable
future.
Critical Accounting Policies
“Critical accounting policies” are defined as those
that are both most important to the portrayal of a
company’s financial condition and results, and that require
our most difficult, subjective or complex judgments. In many
cases the accounting treatment of a particular transaction is
specifically dictated by generally accepted accounting
principles with no need for the application of our judgment. In
certain circumstances, however, the preparation of our
Consolidated Financial Statements in conformity with generally
accepted accounting principles requires us to use our judgment
to make certain estimates and assumptions. These estimates
affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of
the Consolidated Financial Statements and the reported amounts
of net sales and expenses during the reporting period. We have
identified the policies described below as our critical
accounting policies. See Note 1 to our Consolidated
Financial Statements for a detailed discussion of these and
other accounting policies.
Accounts Receivable — We provide credit terms
to customers generally ranging up to 30 days, perform
ongoing credit evaluations of our customers and maintain
allowances for estimated credit losses. As these factors change,
our estimates change and we could accrue different amounts for
doubtful accounts in different accounting periods. At
December 31, 2005, our allowance for doubtful accounts was
$320,000, or approximately 1% of the accounts receivable
balance. The allowance for doubtful accounts, expressed as a
percent of accounts receivable, was approximately .4% at
December 31, 2004. Each 0.10% change in the ratio of
allowance for doubtful accounts to accounts receivable would
impact bad debt expense by approximately $30,000. We also
maintain an allowance for customer promotional programs,
marketing co-op programs and other sales and marketing expenses.
This allowance is based on historical rolling twelve month
average program activity and can fluctuate due to the level of
sales and marketing programs. This allowance was
$7.2 million and $8.1 million at December 31,2005 and 2004, respectively.
Goodwill and Intangible Assets — Our goodwill
and intangible assets totaled $322 million as of
December 31, 2005 resulting primarily from acquisitions.
Upon acquisition, the purchase price is first allocated to
identifiable assets and liabilities, including trademarks and
customer-related intangible assets, with any remaining purchase
price recorded as goodwill. Goodwill and trademarks with
indefinite lives are not amortized.
We believe that a trademark has an indefinite life if it has
sufficient market share and a history of strong sales and cash
flow performance that we expect to continue for the foreseeable
future. If these perpetual trademark criteria are not met, the
trademarks are amortized over their expected useful lives, which
is generally five years. Determining the expected life of a
trademark requires considerable management
judgment and is based on an evaluation of a number of factors
including the competitive environment, market share, trademark
history and anticipated future trademark support.
Perpetual trademarks and goodwill are evaluated for impairment
annually in the fourth quarter to ensure that fair value
continues to exceed the related book value. A perpetual
trademark is impaired if its book value exceeds fair value.
Goodwill is evaluated for impairment if the book value of its
reporting unit exceeds its fair value. A reporting unit can be a
segment or an operating division. If the fair value of an
evaluated asset is less than its book value, the asset is
written down to fair value, which is generally based on its
discounted future cash flows.
Amortizable intangible assets are only evaluated for impairment
upon a significant change in the operating environment. If an
evaluation of the undiscounted cash flows indicates impairment,
the asset is written down to its estimated fair value, which is
generally based on discounted future cash flows.
Considerable management judgment is necessary to evaluate the
impact of operating changes and to estimate future cash flows.
Assumptions used in our impairment evaluations, such as
forecasted growth rates and our cost of capital, are consistent
with our internal projections and operating plans.
During 2005, we recognized impairment expenses for trademarks
and other intangibles of $4.7 million. We did not recognize
any impairment charges during 2004.
Purchase Price Allocation — We allocate the
cost of acquisitions to the assets acquired and liabilities
assumed. All identifiable assets acquired, including
identifiable intangibles, and liabilities assumed are assigned a
portion of the cost of the acquired company, normally equal to
their fair values at the date of acquisition. The excess of the
cost of the acquired company over the sum of the amounts
assigned to identifiable assets acquired less liabilities
assumed is recorded as goodwill. We record the initial purchase
price allocation based on evaluation of information and
estimates available at the date of the financial statements. As
final information regarding fair value of assets acquired and
liabilities assumed is received and estimates are refined,
appropriate adjustments are made to the purchase price
allocation. To the extent that such adjustments indicate that
the fair values of assets and liabilities differ from their
preliminary purchase price allocations, such difference would
adjust the amounts allocated to those assets and liabilities and
would change the amounts allocated to goodwill. The final
purchase price allocation includes the consideration of a number
of factors to determine the fair value of individual assets
acquired and liabilities assumed including quoted market prices,
forecast of expected cash flows, net realizable values,
estimates of the present value of required payments and
determination of remaining useful lives.
Income Taxes — Deferred taxes are recognized
for future tax effects of temporary differences between
financial and income tax reporting using tax rates in effect for
the years in which the differences are expected to reverse. We
periodically estimate our probable tax obligations using
historical experience in tax jurisdictions and informed
judgments. There are inherent uncertainties related to the
interpretations of tax regulations in the jurisdictions in which
we operate. These judgments and estimates made at a point in
time may change based on the outcome of tax audits and changes
to or further interpretations of regulations. If such changes
take place, there is a risk that our tax rate may increase or
decrease in any period, which could have an impact on our
earnings. Future business results may affect deferred tax
liabilities or the valuation of deferred tax assets over time.
Stock-based Compensation — For the quarter
beginning July 1, 2005, we adopted the requirements of
SFAS 123(R) “Share Based Payments”. The company
elected to use the modified prospective application of
SFAS 123(R) for these awards issued prior to July 1,2005. Income from continuing operations before tax for the year
ended December 31, 2005 included share-based compensation
expense for employee and director stock options, restricted
stock and restricted stock units of $9.6 million.
The fair value of each stock option, restricted stock and
restricted stock unit award (the “Awards”) is
estimated on the date of grant using the assumptions noted in
the following table and the market price of the Company’s
stock on the date of grant. The stock options were valued using
a Black Scholes model and the restricted stock and restricted
stock units were valued using a Monte Carlo simulation. Because
valuation models incorporate ranges of assumptions for inputs,
those ranges are disclosed. As the Company’s stock was
not publicly traded prior to June 27, 2005, expected
volatilities are based on the implied historical volatilities
from peer companies and other factors. The Company has estimated
that all employees will complete the required service conditions
associated with the Awards. The expected service period is the
longer of the derived service period, as determined from the
output of the valuation models, and the implied service period
based on the term of the Awards. The risk-free rate interest
rate for periods within the contractual life of the Awards is
based on the U.S. Treasury yield curve in effect at the
time of the grant.
Stock Options
Restricted Stock
Restricted Stock Units
Expected volatility
27.5%
27.8%
27.8%
Expected dividends
0
0
0
Expected term
4.5 years
1.35 - 3.15 years
1.20 - 3.14 years
Risk-free interest rate
3.76%
3.76%
3.76%
Insurance Accruals — We retain selected levels
of property and casualty risks, primarily related to employee
health care, workers’ compensation claims and other
casualty losses. Many of these potential losses are covered
under conventional insurance programs with third-party carriers
with high deductible limits. In other areas, we are self-insured
with stop-loss coverages. Accrued liabilities for incurred but
not reported losses related to these retained risks are
calculated based upon loss development factors which contemplate
a number of variables including claims history and expected
trends. These loss development factors are developed by us in
consultation with external insurance brokers and actuaries. At
December 31, 2005 and 2004, we recorded accrued liabilities
related to these retained risks of $8.0 million and
$5.7 million, respectively, including both current and
long-term liabilities. Changes in loss development factors,
claims history and cost trends could result in substantially
different results in the future.
Employee Benefit Plan Costs — We provide a
range of benefits to our employees including pension and
postretirement benefits to our eligible employees and retirees.
We record annual amounts relating to these plans based on
calculations specified by generally accepted accounting
principles, which include various actuarial assumptions, such as
discount rates, assumed investment rates of return, compensation
increases, employee turnover rates and health care cost trend
rates. We review our actuarial assumptions on an annual basis
and make modifications to the assumptions based on current rates
and trends when it is deemed appropriate. As required by
generally accepted accounting principles, the effect of the
modifications is generally recorded and amortized over future
periods. Different assumptions that we make could result in the
recognition of different amounts of expense over different
periods of time.
In 2005 we retained investment consultants to assist our
Investment Committee with the transition of plan assets to a
master trust and to help our Investment Committee formulate a
long-term investment policy for the newly established master
trust. Our current asset mix guidelines under the investment
policy target equities at 55% to 65% of the portfolio and fixed
income at 35% to 45%. At December 31, 2005, our master
trust was invested as follows: equity securities of 60%; fixed
income securities of 38%; and cash and cash equivalents of 2%.
We determine our expected long-term rate of return based on our
expectations of future returns for the pension plan’s
investments based on target allocations of the pension
plan’s investments. Additionally, we consider the
weighted-average return of a capital markets model that was
developed by the plans’ investment consultants and
historical returns on comparable equity, debt and other
investments. The resulting weighted average expected long-term
rate of return on plan assets is 8.25%.
While a number of the key assumptions related to our qualified
pension plans are long-term in nature, including assumed
investment rates of return, compensation increases, employee
turnover rates and mortality rates, generally accepted
accounting principles require that our discount rate assumption
be more heavily weighted to current market conditions. As such,
our discount rate likely will change more frequently. We used a
discount rate to determine our estimated future benefit
obligations of 5.75% at December 31, 2005.
A 0.25% reduction in the assumed rate of return on plan assets
or a 0.25% reduction in the discount rate would increase our
annual pension expense by approximately $25,000 and $50,000,
respectively. In addition, a 1%
increase in assumed healthcare costs trends would increase the
aggregate annual post retirement medical expense by
approximately $77,000.
Recent Accounting Pronouncements
On December 8, 2003, the Medicare Prescription Drug,
Improvement and Modernization Act of 2003 (the “Act”)
was signed into law. The Act introduces a prescription drug
benefit under Medicare Part D, as well as a federal subsidy
to sponsors of retiree health care benefit plans that provide a
benefit that is at least actuarially equivalent to Medicare
Part D. In April 2004, the FASB issued Staff
Position (“FSP”)
No. SFAS 106-2
to address the accounting and disclosure requirements related to
the Act. The FSP is effective for interim or annual periods
beginning after September 15, 2004. Substantially all of
our postretirement benefits terminate at age 65. Therefore,
the FSP will have no material affect on our Consolidated
Financial Statements.
In November 2004, the FASB issued SFAS No. 151,
“Inventory Costs — an Amendment of ARB
No. 43, Chapter 4.” SFAS No. 151, which
is effective for inventory costs incurred during years beginning
after June 15, 2005, clarifies the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and
wasted material, requiring that those items be recognized as
current-period charges. In addition, SFAS No. 151
requires that allocation of fixed production overheads be based
on the normal capacity of the production facilities. We do not
believe the adoption of this standard will have a material
impact on our Consolidated Financial Statements.
In December 2004, the FASB issued SFAS No. 153,
“Exchanges of Nonmonetary Assets, an amendment of APB
Opinion No. 29.” SFAS No. 153 is effective
for nonmonetary exchanges occurring in years beginning after
June 15, 2005. SFAS No. 153 eliminates the rule
in APB No. 29 which excluded from fair value measurement
exchanges of similar productive assets. Instead,
SFAS No. 153 excludes from fair value measurement
exchanges of nonmonetary assets that do not have commercial
substance. We do not believe the adoption of this standard will
have a material impact on our Consolidated Financial Statements.
In March 2005, FASB issued FASB Interpretation No. 47
(“FIN 47”), “Accounting for Conditional
Asset Retirement Obligations” an interpretation of FASB
Statement No. 143, which is effective for fiscal years
ending after December 15, 1005. FIN 47 clarifies that
an entity is required to recognize a liability for the fair
value of a conditional asset retirement obligation when incurred
if the liability’s fair value can be reasonable estimated.
FIN 47 did not have a material impact on our Consolidated
Financial Statements.
In May 2005, the FASB issued SFAS No. 154,
“Accounting Changes and Error Corrections”
(“SFAS 154”). SFAS 154 replaces Accounting
Principles Board Opinion No. 20 “Accounting
Changes” and SFAS No. 3, “Reporting
Accounting Changes in Interim Financial Statements-An Amendment
of APB Opinion No. 28.” SFAS 154 provides
guidance on the accounting for and reporting of accounting
changes and error corrections. SFAS 154 requires
“retrospective application” of the direct effect of a
voluntary change in accounting principle to prior periods’
financial statements where it is practicable to do so.
SFAS 154 also redefines the term “restatement” to
mean the correction of an error by revising previously issued
financial statements. SFAS 154 is effective for accounting
changes and error corrections made in fiscal years beginning
after December 15, 2005 unless adopted early. We do not
expect the adoption of SFAS 154 to have a material impact
on its consolidated financial position, results of operations or
cash flows, except to the extent that the statement subsequently
requires retrospective application of a future item.
Effective July 1, 2005, we have adopted the requirements of
SFAS 123(R) “Share-Based Payment”
(“SFAS 123(R)”). This statement requires that
compensation paid with equity instruments be measured at
grant-date fair value and that the resulting expense be
recognized over the relevant service period. Prior to the
quarter beginning July 1, 2005, we elected to follow
Accounting Principles Board Opinion No. 25,
“Accounting for Stock Issued to Employees”. As such,
no compensation expense was recognized prior to the quarter
beginning July 1, 2005 as stock options were granted at
exercise prices that were at or above market value at the grant
date.
Quantitative and Qualitative Disclosures About Market
Risk
Interest Rate Fluctuations
We do not utilize financial instruments for trading purposes or
hold derivative financial instruments, which could expose us to
significant market risk. In addition, all of our foreign sales
are transacted in U.S. dollars. Our exposure to market risk
for changes in interest rates relates primarily to the increase
in the amount of interest expense we expect to pay with respect
to our revolving credit facility entered into in connection with
the Distribution, which is tied to variable market rates.
Input Cost
The most important raw material used in our pickle operations is
cucumbers. We purchase cucumbers under seasonal grower contracts
with a variety of growers strategically located to supply our
production facilities. Bad weather or disease in a particular
growing area can damage or destroy the crop in that area, which
would impair crop yields. If we are not able to buy cucumbers
from local suppliers, we would likely either purchase cucumbers
from foreign sources, such as Mexico or India, or ship cucumbers
from other growing areas in the United States, thereby
increasing our production costs.
The costs of other raw materials as well as packaging materials
and fuel have varied widely in recent years and future changes
in such costs may cause our results of operations and our
operating margins to fluctuate significantly. Many of the raw
materials that we use in our products rose to unusually high
levels during 2005, including soybean oil, casein, cheese and
packaging materials. In addition, fuel costs, which represent
the most important factor affecting utility costs at our
production facilities and our transportation costs, are
currently at very high levels. Furthermore, certain input
requirements, such as glass used in packaging, are available
only from a limited number of suppliers.
Changes in the prices of our products may lag behind changes in
the costs of our materials. Competitive pressures also may limit
our ability to quickly raise prices in response to increased raw
materials, packaging and fuel costs. Accordingly, if we are
unable to increase our prices to offset increase raw material,
packaging and fuel costs, our operating profits and margins
could be materially adversely affected.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
TreeHouse Foods, Inc.
Westchester, IL
We have audited the accompanying consolidated balance sheets of
TreeHouse Foods, Inc. and subsidiaries (the “Company”)
as of December 31, 2005 and 2004, and the related
consolidated statements of income, Parent’s net investment
and stockholders’ equity, and cash flows for each of the
three years in the period ended December 31, 2005. Our
audits also included the financial statement schedule listed in
the Index at Item 15. These financial statements and
financial statement schedule are the responsibility of the
Company’s management. Our responsibility is to express an
opinion on the financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements, 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, such consolidated financial statements present
fairly, in all material respects, the financial position of
TreeHouse Foods, Inc. and subsidiaries as of December 31,2005 and 2004, and the results of their operations and their
cash flows for each of the three years in the period ended
December 31, 2005, in conformity with accounting principles
generally accepted in the United States of America. Also, in our
opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as
a whole, presents fairly in all material respects the
information set forth therein.
As discussed in Note 2, effective July 1, 2005, the
Company changed its method of accounting for stock-based
compensation upon the adoption of Statement of Financial
Accounting Standards No. 123(R), “Share-Based
Payment.”
Our Consolidated Financial Statements include the accounts of
our wholly owned subsidiaries. All intercompany balances and
transactions are eliminated in consolidation.
TreeHouse was formed on January 25, 2005 by Dean Foods in
order to accomplish a spin-off to its shareholders of certain
specialty businesses. Dean Foods transferred the assets and
liabilities of its former Specialty Foods Group segment, in
addition to the Mocha
Mix®,
Second
Nature®
and foodservice salad dressings businesses conducted by other
businesses owned by Dean Foods, to TreeHouse. TreeHouse common
stock held by Dean Foods was distributed to Dean Foods’
stockholders on a distribution ratio of one share of TreeHouse
common stock for every five shares of Dean Foods common stock
outstanding. The transfer of assets and liabilities and the
distribution of shares (the “Distribution”) were
completed on June 27, 2005 and TreeHouse commenced
operations as an independent public company. Dean Foods has no
continuing stock ownership in TreeHouse.
For periods prior to June 27, 2005, all of the historical
assets, liabilities, sales, expenses, income, cash flows,
products, businesses and activities of our business that we
describe in this report as “ours” are in fact the
historical assets, liabilities, sales, expenses, income, cash
flows, products, businesses and activities of the businesses
transferred to TreeHouse by Dean Foods. References in the
accompanying Condensed Consolidated Financial Statements and in
these Notes to “TreeHouse”, “Company”,
“we”, “our” and “us” mean
TreeHouse.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates — The preparation of our
Consolidated Financial Statements in conformity with generally
accepted accounting principles (“GAAP”) requires us to
use our judgment to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures
of contingent assets and liabilities at the date of the
Consolidated Financial Statements and the reported amounts of
net sales and expenses during the reporting period. Actual
results could differ from these estimates under different
assumptions or conditions.
Cash Equivalents — We consider temporary cash
investments with an original maturity of three months or less to
be cash equivalents.
Inventories — Inventories are stated at the
lower of cost or market. Pickle inventories are valued using the
last-in, first-out
(“LIFO”) method, while all of our other inventories
are valued using the
first-in, first-out
(“FIFO”) method. The costs of finished goods
inventories include raw materials, direct labor and indirect
production and overhead costs.
Property, Plant and Equipment — Property,
plant and equipment are stated at acquisition cost, plus
capitalized interest on borrowings during the actual
construction period of major capital projects. Also included in
property, plant and equipment are certain direct costs related
to the implementation of computer
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
software for internal use. Depreciation and amortization are
calculated using the straight-line method over the estimated
useful lives of the assets, as follows:
Asset
Useful Life
Buildings and improvements:
Improvements and previously existing structures
10 to 20 years
New structures
40 years
Machinery and equipment:
Manufacturing plant equipment
5 to 20 years
Transportation equipment
3 to 8 years
Office equipment
3 to 10 years
We perform impairment tests when circumstances indicate that the
carrying value may not be recoverable. Capitalized leases are
amortized over the shorter of their lease term or their
estimated useful lives. Expenditures for repairs and
maintenance, which do not improve or extend the life of the
assets, are expensed as incurred.
Intangible and Other Assets — Identifiable
intangible assets with finite lives are amortized over their
estimated useful lives as follows:
Asset
Useful Life
Customer relationships
Straight-line method over 5 to 15 years
Trademarks/trade names
Straight-line method over 5 years
Non-competition agreements
Straight-line method over the terms of the agreements
Deferred financing costs
Straight-line method over the terms of the related debt
Goodwill and other intangible assets determined to have
indefinite useful lives are no longer amortized. Instead, we now
conduct impairment tests on our goodwill, trademarks and other
intangible assets with indefinite lives annually in the fourth
quarter or more frequently if circumstances indicate that the
carrying value may not be recoverable. To determine whether an
impairment exists, we use present value techniques.
Stock-Based Compensation (Pre-Distribution) —
Certain of our employees previously participated in stock-based
compensation plans sponsored by Dean Foods that were settled in
Dean Foods common stock. We elected to follow Accounting
Principles Board Opinion No. 25, “Accounting for Stock
Issued to Employees,” and related interpretations in
accounting for Dean Foods stock options held by our employees.
As such, no compensation expense has been recognized as the
stock options were granted at exercise prices that were at or
above market value at the grant date. Prior to the Distribution,
the scheduled vesting of the Dean Foods stock options was as
follows: one-third on the first anniversary of the grant date,
one-third on the second anniversary of the grant date, and
one-third on the third anniversary of the grant date. Under the
terms of the stock option agreements, the vesting of such
options accelerated at the time of the Distribution. Had
compensation expense been determined for stock option grants
using fair value methods provided for in SFAS No. 123,
“Accounting for Stock-Based Compensation,” additional
compensation expense, net of related taxes, would have been
recognized of $.3 million, $1.3 million and
$1.1 million in 2005, 2004 and 2003, respectively. The fair
value of each stock option granted in 2004 was calculated using
the Black-Scholes option-pricing model, with the following
assumptions: expected volatility — 25% ; no expected
dividend; expected option term — 5 years; and
risk-free rate of return — 3.57%. No Dean Foods stock
options were granted to our employees in 2005.
Stock-Based Compensation (Post-Distribution) —
Effective July 1, 2005, we have adopted the requirements of
SFAS 123(R) “Share-Based Payment”. This statement
requires that compensation paid with equity instruments be
measured at grant-date fair value and that the resulting expense
be recognized over the
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
relevant service period. Prior to the quarter beginning
July 1, 2005, we elected to follow Accounting Principles
Board Opinion No. 25, “Accounting for Stock Issued to
Employees”. As such, no compensation expense was recognized
prior to the quarter beginning July 1, 2005 as stock
options were granted at exercise prices that were at or above
market value at the grant date.
Sales Recognition and Accounts Receivable —
Sales are recognized when persuasive evidence of an arrangement
exists, the price is fixed or determinable, the product has been
shipped to the customer, title and risk of loss transfer to
customers and there is a reasonable assurance of collection of
the sales proceeds. In accordance with Emerging Issues Task
Force (“EITF”)
01-09, “Accounting
for Consideration Given by a Vendor to a Customer,” sales
are reduced by certain sales incentives, some of which are
recorded by estimating expense based on our historical
experience. We provide credit terms to customers ranging up to
30 days, perform ongoing credit evaluation of our customers
and maintain allowances for potential credit losses based on
historical experience. Estimated product returns, which have not
been material, are deducted from sales at the time of shipment.
Income Taxes — We account for income taxes in
accordance with SFAS 109 “Accounting for Income
Taxes.”
Deferred income taxes are provided for temporary differences
between amounts recorded in the Consolidated Financial
Statements and tax bases of assets and liabilities using current
tax rates. Deferred tax assets are evaluated based on the
guidelines for realization and are reduced by a valuation
allowance if deemed necessary.
Prior to the distribution we were included in Dean Foods’
consolidated income tax returns and we did not file separate
federal tax returns. Our income taxes were determined and
recorded in our Combined Financial Statements as if we were
filing a separate return for federal income tax purposes. Taxes
currently payable as well as current and prior period income tax
payments and settlements were cleared directly with Dean Foods
and, as a result, amounts related to us were included in
Parent’s net investment in our Combined Balance Sheets
prior to the Distribution.
Tax Sharing Agreement — We entered into a tax
sharing agreement with Dean Foods which generally governs Dean
Foods’ and our respective rights, responsibilities and
obligations after the Distribution with respect to taxes
attributable to our business, as well as any taxes incurred by
Dean Foods as a result of the failure of the Distribution to
qualify for tax-free treatment under Section 355 of the
Code.
Distribution-Related Taxes — Under the tax
sharing agreement, we are liable for taxes that may be incurred
by Dean Foods that arise from the failure of the Distribution to
qualify as a tax-free transaction under Section 355 of the
Code (including as a result of Section 355(e) of the Code)
if the failure to so qualify is attributable to actions, events,
or transactions relating to the stock, assets, or business of us
or any of our affiliates, or a breach of the relevant
representations or covenants made by us in the tax sharing
agreement or the Distribution agreement or to Wilmer Cutler
Pickering Hale and Dorr LLP in connection with rendering its
opinion. If the failure of the Distribution to qualify under
Section 355 of the Code is attributable to a breach of
certain representations made by both us and Dean Foods or a
change in law or change in the interpretation or application of
any existing law after the execution of the tax sharing
agreement, we will be liable for 50% of the taxes arising from
the failure to so qualify.
Advertising Expense — We sell primarily to
private label and foodservice customers. Therefore, our
third-party advertising expense is not material and we have no
prepaid advertising expense at December 31, 2005 and 2004.
Shipping and Handling Fees — Our shipping and
handling costs are included in both cost of sales and selling
and distribution expense, depending on the nature of such costs.
Shipping and handling costs included in cost of sales reflect
inventory warehouse costs, product loading and handling costs
and costs associated with
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
transporting finished products from our manufacturing facilities
to our own distribution warehouses. Shipping and handling costs
included in selling and distribution expense consist primarily
of the cost of shipping products to customers through third
party carriers. Shipping and handling costs recorded as a
component of selling and distribution expense were approximately
$31.1 million, $29.5 million and $24.2 million in
years 2005, 2004 and 2003, respectively.
Receivables-Backed Facility — Prior to the
Distribution, we participated in Dean Foods’
receivables-backed facility. We sold our accounts receivable to
a wholly-owned special purpose entity controlled by Dean Foods.
The special purpose entity transferred the receivables to
third-party asset-backed commercial paper conduits sponsored by
major financial institutions. The assets and liabilities of the
special purpose entity are fully reflected in our
December 31, 2004 Consolidated Balance Sheet, and the
securitization is treated as a borrowing for accounting
purposes. The receivables-backed facility bears interest at a
variable rate based on the commercial paper yield, as defined in
the agreement. Dean Foods did not allocate interest related to
the receivables-backed facility to its segments. Therefore, no
interest costs related to this facility have been reflected in
the Consolidated Income Statements. Effective April 1,2005, we ceased to participate in Dean Foods’
receivables-backed facility.
Capital Lease Obligations — Capital lease
obligations includes various promissory notes for the purchase
of property, plant and equipment. The various promissory notes
payable provide for interest at varying rates and are payable in
monthly installments of principal and interest until maturity,
when the remaining principal balances are due. Capital lease
obligations represent machinery and equipment financing
obligations, which are payable in monthly installments of
principal and interest and are collateralized by the related
assets financed.
Insurance Accruals — We retain selected levels
of property and casualty risks, primarily related to employee
health care, workers’ compensation claims and other
casualty losses. Many of these potential losses are covered
under conventional insurance programs with third party carriers
with high deductible limits. In other areas, we are self-insured
with stop-loss coverages. Accrued liabilities for incurred but
not reported losses related to these retained risks are
calculated based upon loss development factors which contemplate
a number of factors including claims history and expected
trends. These loss development factors are developed by us in
consultation with external insurance brokers and actuaries.
Facility Closing and Reorganization Costs — We
periodically record facility closing and reorganization charges
when we have identified a facility for closure or other
reorganization opportunity, developed a plan and notified the
affected employees. Effective January 1, 2003, we record
these charges in accordance with SFAS No. 146,
“Accounting for Costs Associated with Exit or Disposal
Activities.”
Comprehensive Income — We consider all changes
in equity from transactions and other events and circumstances,
except those resulting from investments by owners and
distributions to owners, to be comprehensive income.
Recently Adopted Accounting Pronouncements — On
December 8, 2003, the Medicare Prescription Drug,
Improvement and Modernization Act of 2003 (the “Act”)
was signed into law. The Act introduces a prescription drug
benefit under Medicare Part D, as well as a federal subsidy
to sponsors of retiree health care benefit plans that provide a
benefit that is at least actuarially equivalent to Medicare
Part D. In April 2004, the FASB issued Staff Position
(“FSP”)
No. SFAS 106-2
to address the accounting and disclosure requirements related to
the Act. The FSP is effective for interim or annual periods
beginning after September 15, 2004. Substantially all of
our postretirement benefits terminate at age 65. Therefore,
the FSP had no material affect on our Consolidated Financial
Statements.
Recently Issued Accounting Pronouncements — In
November 2004, the FASB issued SFAS No. 151,
“Inventory Costs — an Amendment of ARB
No. 43, Chapter 4.” SFAS No. 151, which
is effective for inventory costs incurred during years beginning
after June 15, 2005, clarifies the accounting for abnormal
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
amounts of idle facility expense, freight, handling costs, and
wasted material, requiring that those items be recognized as
current-period charges. In addition, SFAS No. 151
requires that allocation of fixed production overheads be based
on the normal capacity of the production facilities. We do not
believe the adoption of this standard will have a material
impact on our Consolidated Financial Statements.
In December 2004, FASB issued SFAS No. 153,
“Exchanges of Nonmonetary Assets, an amendment of APB
Opinion No. 29.” SFAS No. 153 is effective
for nonmonetary exchanges occurring in years beginning after
June 15, 2005. SFAS No. 153 eliminates the rule
in APB No. 29 which excluded from fair value measurement
exchanges of similar productive assets. Instead
SFAS No. 153 excludes from fair value measurement
exchanges of nonmonetary assets that do not have commercial
substance. We do not believe the adoption of this standard will
have a material impact on our Consolidated Financial Statements.
In May 2005, the FASB issued SFAS No. 154,
“Accounting Changes and Error Corrections”
(“SFAS 154”). SFAS 154 replaces Accounting
Principles Board Opinion No. 20 “Accounting
Changes” and SFAS No. 3, “Reporting
Accounting Changes in Interim Financial Statements-An Amendment
of APB Opinion No. 28.” SFAS 154 provides
guidance on the accounting for and reporting of accounting
changes and error corrections. SFAS 154 requires
“retrospective application” of the direct effect of a
voluntary change in accounting principle to prior periods’
financial statements where it is practicable to do so.
SFAS 154 also redefines the term “restatement” to
mean the correction of an error by revising previously issued
financial statements. SFAS 154 is effective for accounting
changes and error corrections made in fiscal years beginning
after December 15, 2005 unless adopted early. We do not
expect the adoption of SFAS 154 to have a material impact
on its consolidated financial position, results of operations or
cash flows, except to the extent that the statement subsequently
requires retrospective application of a future item.
In March 2005, FASB issued FASB Interpretation No. 47
(“FIN 47”), “Accounting for Conditional
Asset Retirement Obligations” an interpretation of FASB
Statement No. 143, which is effective for fiscal years
ending after December 15, 2005. FIN 47 clarifies that
an entity is required to recognize a liability for the fair
value of a conditional asset retirement obligation when incurred
if the liability’s fair value can be reasonable estimated.
FIN 47 did not have a material impact on our Consolidated
Financial Statements.
3.
ACQUISITIONS, DIVESTITURES AND DISCONTINUED OPERATIONS
Acquisition — On December 24, 2003, we
acquired the
Cremora®
branded non-dairy powdered creamer business from Eagle Family
Foods. Prior to the acquisition, we produced
Cremora®
creamer for Eagle Family Foods pursuant to a co-packing
arrangement, which generated approximately $8.9 million of
net sales for us in 2003.
Cremora®
is our only branded powdered coffee creamer. We purchased the
Cremora®
business for a purchase price of approximately
$12.6 million, all of which was funded using borrowings
under Dean Foods’ senior credit facility. The purchase
price was allocated to assets of $13.7 million, including
goodwill of $7.6 million and liabilities of
$1.1 million.
The
Cremora®
acquisition was accounted for using the purchase method of
accounting as of the acquisition date and, accordingly, only the
results of operations of the acquired company subsequent to the
acquisition date are included in our Combined Financial
Statements.
Discontinued Operations — On September 7,2004, we announced our decision to exit our nutritional
beverages business. Our decision to exit this line of business
resulted from significant declines in volume, which we believed
could not be replaced. In accordance with generally accepted
accounting principles, our financial statements reflect our
former nutritional beverages business as discontinued operations.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Net sales and income (loss) before taxes generated by our
nutritional beverages business were as follows (in thousands):
Year Ended December 31
2005
2004
2003
(In thousands)
Net sales
$
81
$
22,166
$
39,398
Income (loss) before tax
(1,126
)
(15,308
)
6,212
4.
INVENTORIES
December 31
2005
2004
(In thousands)
Raw materials and supplies
$
37,521
$
34,462
Finished goods
83,280
84,787
LIFO reserve
(6,239
)
(3,955
)
Total
$
114,562
$
115,294
Approximately $88.8 million and $88.2 million of our
inventory was accounted for under the LIFO method of accounting
at December 31, 2005 and 2004, respectively.
The allocation of goodwill to each reporting unit shown above
has been modified from that previously reported in our 2005
quarterly reports to reflect a finalization of the businesses
transferred to the Company in the Distribution.
At the time of the Distribution, Dean Foods transferred the net
assets of the Dean Specialty Food business to TreeHouse.
Included in the net assets transferred were deferred tax
liabilities related to the difference between the book and tax
basis of goodwill. Subsequent to the Distribution, it was
determined that the deferred tax liabilities recorded in prior
periods did not properly reflect these book to tax basis
differences. As a result, goodwill and deferred tax liabilities
were both reduced by $14.6 million.
The gross carrying amount and accumulated amortization of our
intangible assets other than goodwill as of December 31,2005 and 2004 are as follows:
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Amortization expense on intangible assets was $1.7 million,
$1.5 million, and $1.3 million in the years ended
December 31, 2005, 2004 and 2003, respectively. Estimated
intangible asset amortization expense for the next five years is
as follows:
2006
$
1.6 million
2007
1.5 million
2008
1.3 million
2009
1.2 million
2010
1.2 million
Our goodwill and intangible assets have resulted primarily from
acquisitions and our acquisition by Dean Foods. Upon
acquisition, the purchase price is first allocated to
identifiable assets and liabilities, including trademarks and
customer-related intangible assets, with any remaining purchase
price recorded as goodwill. Goodwill and trademarks with
indefinite lives are not amortized.
Perpetual trademarks and goodwill are evaluated for impairment
annually in the fourth quarter or more frequently if events or
changes in circumstances indicate that the asset might be
impaired. Perpetual trademarks and goodwill are impaired if
their book value exceeds fair value. If the fair value of an
evaluated asset is less than its book value, the asset is
written down to fair value, which is generally based on its
discounted future cash flows.
Amortizable intangible assets are evaluated for impairment upon
a significant change in the operating environment. If an
evaluation of the undiscounted cash flows indicates impairment,
the asset is written down to its estimated fair value, which is
generally based on discounted future cash flows.
Considerable management judgment is necessary to evaluate the
impact of operating changes and to estimate future cash flows.
Assumptions used in our impairment evaluations, such as
forecasted growth rates and our cost of capital, are consistent
with our internal projections and operating plans.
During 2005, we recognized impairment expenses of
$4.7 million related to certain trademarks and other
intangibles. We did not recognize any impairment expenses during
2004 or 2003. Impairment expenses of $1.9 million and
$2.6 million were related to the pickles and non-dairy
powdered creamer segments, respectively, and $.2 million
was related to refrigerated products which does not qualify as a
reportable segment. The impairment expenses were recognized due
to the Company’s strategic focus on private label instead
of branded products. The impairment expenses were recorded in
“Other operating expenses, net” in the Consolidated
Statements of Income. The method of determining the fair value
of the impaired assets is the discounted present value of
assumed royalty payments, net of related tax benefits.
7.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
December 31
2005
2004
(In thousands)
Accounts payable
$
34,731
$
35,963
Payroll and benefits
12,440
4,880
Health insurance, workers’ compensation and other insurance
costs
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
8.
INCOME TAXES
The following table presents the 2005, 2004 and 2003 provisions
for income taxes.
Year Ended December 31
2005(1)
2004(1)
2003(1)
(In thousands)
Current taxes:
Federal
$
17,297
$
16,670
$
27,921
State
2,738
810
1,999
Deferred income taxes
(4,861
)
8,591
8,105
Total provision for income taxes
$
15,174
$
26,071
$
38,025
(1)
Excludes $(.4) million, $(5.7) million and
$2.3 million income tax (benefit) expense related to
discontinued operations in 2005, 2004 and 2003 respectively.
The following is a reconciliation of income taxes computed at
the U.S. federal statutory tax rate to the income taxes
reported in the consolidated statements of income:
Year Ended December 31
2005
2004
2003
(In thousands)
Tax expense at statutory rates
$
9,603
$
24,760
$
35,661
State income taxes
1,495
1,311
2,364
Non-deductible Distribution costs
3,399
—
—
Other
677
—
—
Total provision for income taxes
$
15,174
$
26,071
$
38,025
The tax effects of temporary differences giving rise to deferred
income tax assets and liabilities were:
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
These net deferred income tax assets (liabilities) are
classified in our consolidated balance sheets as follows:
December 31
2005
2004
(In thousands)
Current assets
$
2,569
$
6,642
Noncurrent liabilities
(9,421
)
(32,407
)
Total
$
(6,852
)
$
(25,765
)
No valuation allowance has been provided on deferred tax assets
as management believes it is more likely than not that the
deferred income tax assets will be fully recoverable.
The Americans Job Creation Act of 2004, enacted in October 2004,
creates a new deduction for manufacturers for their domestic
production activities. The effect on the company’s
effective tax rate for continuing operations for 2005 was a
reduction of 1.1 percentage points.
9.
LONG-TERM DEBT
December 31
2005
2004
Amount
Amount
Outstanding
Outstanding
(In thousands)
Revolving credit facility
$
—
$
—
Receivables-backed facility
—
21,983
Capital lease obligations and other
6,465
6,528
6,465
28,511
Less current portion
(321
)
(215
)
Total
$
6,144
$
28,296
The scheduled maturities of long-term debt, at December 31,2005, were as follows (in thousands):
2006
$
321
2007
324
2008
288
2009
256
2010
256
Thereafter
5,020
Total outstanding debt
$
6,465
Revolving Credit Facility — Effective
June 27, 2005 we entered into a five-year unsecured
revolving credit agreement with a group of participating
financial institutions under which we can borrow up to
$400 million. This agreement also includes a
$75 million letter of credit sublimit, against which
$1.4 million letter of credit has been issued. We may
request to increase the commitments under the credit facility up
to an aggregate of $500 million upon the satisfaction of
certain conditions. Proceeds from the credit facility may be
used for working capital and general corporate purposes,
including acquisition financing. The credit facility contains
various financial and other restrictive covenants and will
require that we maintain certain financial ratios, including a
leverage and interest coverage ratio. We are in compliance with
all applicable covenants as of December 31, 2005.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Interest is payable quarterly or at the end of the applicable
interest period in arrears on any outstanding borrowings at a
customary Eurodollar rate plus the applicable margin or at a
customary base rate. The underlying rate is defined as either
the rate offered in the inter-bank Eurodollar market or the
higher of the prime lending rate of the administrative agent or
federal funds rate plus 0.5%. The applicable margin for
Eurodollar loans is based on our consolidated leverage ratio and
ranges from 0.50% to 0.80%. In addition, a facility fee based on
our consolidated leverage ratio and ranging from 0.125% to 0.20%
is due quarterly on all commitments under the credit facility.
The credit facility contains limitations on liens, investments,
the incurrence of subsidiary indebtedness, mergers, dispositions
of assets, acquisitions, material lines of business and
transactions with affiliates. The credit facility restricts
certain payments, including dividends, and prohibits certain
agreements restricting the ability of our subsidiaries to make
certain payments or to guarantee our obligations under the
credit facility. The credit facility contains standard default
triggers, including without limitation:
•
failure to pay principal, interest or other amounts due and
payable under the credit facility and related loan documents;
•
failure to maintain compliance with the financial and other
covenants contained in the credit agreement;
•
incorrect or misleading representations or warranties;
•
default on certain of our other debt;
•
the existence of bankruptcy or insolvency proceedings;
•
insolvency;
•
existence of certain material judgments;
•
failure to maintain compliance with ERISA;
•
the invalidity of certain provisions in any loan
document; and
•
a change of control.
Receivables-Backed Facility — Prior to the
Distribution, we participated in Dean Foods’
receivables-backed facility. We sold our accounts receivable to
a wholly-owned special purpose entity controlled by Dean Foods.
The special purpose entity transferred the receivables to
third-party asset-backed commercial paper conduits sponsored by
major financial institutions. Dean Foods treats the
securitization as a borrowing for accounting purposes, and the
assets and liabilities of the special purpose entity are fully
reflected in our December 31, 2004 Consolidated Balance
Sheet. The Dean Foods receivables-backed facility bears interest
at a variable rate based on the commercial paper yield, as
defined in the agreement. Dean Foods did not allocate interest
related to the receivables-backed facility to its segments.
Therefore, no interest costs related to this facility have been
reflected in our Consolidated Income Statements. Effective
April 1, 2005, we ceased to participate in Dean Foods’
receivables-backed facility.
Capital Lease Obligations and Other — Capital
lease obligations includes various promissory notes for the
purchase of property, plant and equipment. The various
promissory notes payable provide for interest at varying rates
and are payable in monthly installments of principal and
interest until maturity, when the remaining principal balances
are due. Capital lease obligations represent machinery and
equipment financing obligations, which are payable in monthly
installments of principal and interest and are collateralized by
the related assets financed.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
10.
Stockholders’ Equity and Earnings per Share
Common stock distribution and issuance — The
company has authorized 40 million shares of common stock
with a par value of $.01 per share and 10 million
shares of preferred stock with a par value of $.01 per
share. No preferred stock has been issued.
Our common stock was distributed to Dean Foods stockholders on
June 27, 2005 in the ratio of one share of TreeHouse common
stock for every five shares of Dean Foods outstanding as of the
record date of June 20, 2005. As a result, Dean Foods
distributed 30,287,925 shares of TreeHouse common stock to
its shareholders. In conjunction with entering into employment
agreements, TreeHouse management purchased approximately 1.67%
of TreeHouse common stock directly from Dean Foods in January
2005. These shares are equivalent to 513,353 shares on a
post-Distribution basis. As of December 31, 2005, there
were 31,087,773 shares issued and outstanding. There is no
treasury stock and there is no remaining stock ownership by Dean
Foods.
Earnings per share — Basic earnings per share
is computed by dividing net income by the number of weighted
average common shares outstanding during the reporting period.
For all periods prior to June 30, 2005, basic earnings per
share are computed using our shares outstanding as of the date
of the completion of the Distribution. Diluted earnings per
share give effect to all potentially dilutive common shares that
were outstanding during the reporting period. As described in
Note 10-Stock-based Compensation, we issued various awards
as of June 27, 2005 and during the third and fourth quarter
of 2005. For the period the options were outstanding, the
exercise price for stock options issued exceeds the average
market price during 2005. As such, these options are excluded
from the diluted earnings per share calculation for 2005. The
restricted stock and restricted stock unit awards are subject to
market conditions for vesting which were not met as of
December 31, 2005, so these awards are also excluded from
the diluted earnings per share calculation.
Prior to completion of the Distribution, Dean Foods converted
options on Dean Foods stock held by Dean’s chairman and
chief executive officer. These were converted on a pro-rata
basis between options for Dean Foods and TreeHouse shares. As a
result, there are 459,505 options outstanding as of
December 31, 2005 which are exercisable at various prices.
The new awards maintained both the pre-conversion aggregate
intrinsic value of each award and the ratio of the exercise
price per share to the market value per share. The net dilutive
effect of these options is included in the diluted earnings per
share calculation for all periods presented. During the year
ended December 31, 2005, 286,495 options held by
Dean’s chairman and chief executive officer were exercised
at a total price of $2.5 million.
The following table summarizes the effect of the share-based
compensation awards on the weighted average number of shares
outstanding used in calculating diluted earnings per share:
Year Ended
December 31
2005
2004
(In thousands)
Weighted average shares outstanding
30,905
30,801
Assumed exercise of stock options(1)
203
259
Weighted average diluted common shares outstanding
31,108
31,060
(1)
The assumed exercise of stock options excludes 1,540,600 options
outstanding which were anti-dilutive for the year ended
December 31, 2005.
11.
Stock-based Compensation
The following table summarizes stock options granted during
2005. Options were granted under our long-term incentive plan
and in certain cases pursuant to employment agreements. Options
were also granted to our
Dean Foods’ options converted into TreeHouse options as
described in Note 9.
In addition to stock options, certain key management employees
were granted restricted stock and restricted stock units
pursuant to the terms of their employment agreements. Restricted
stock generally vests one-third on each of January 27,2006, 2007 and 2008. It is subject to a market condition that
requires that the total shareholder return of TreeHouse exceed
the median of a peer group of 22 companies for the
applicable vesting period. In addition, there is a cumulative
test at January 27, 2007 through 2010 that allows for
vesting of previously unvested grants if the total shareholder
return test is met on a cumulative basis. Restricted stock units
have the same vesting dates as restricted stock, but they are
subject to the condition that the price of TreeHouse stock
exceeds $29.65 on each vesting date. The cumulative test extends
for the two anniversary dates beyond the last vesting date of
January 27, 2008. TreeHouse issued 630,942 shares of
restricted stock and 616,802 restricted stock units in the
second quarter and these are all outstanding as of 2005. As the
market condition for both the restricted stock and restricted
stock units had not been met, no compensation expense was
recorded at June 30, 2005.
As stated in Note 2, for the quarter beginning July 1,2005, we adopted the requirements of SFAS 123(R)
“Share Based Payments”. The company elected to use the
modified prospective application of SFAS 123(R) for these
awards issued prior to July 1, 2005. Income from continuing
operations before tax for the year ended December 31, 2005
included share-based compensation expense for employee and
director stock options, restricted stock and restricted stock
units of $9.6 million.
The fair value of each stock option, restricted stock and
restricted stock unit award (the “Awards”) is
estimated on the date of grant using the assumptions noted in
the following table and the market price of the Company’s
stock on the date of grant. The stock options were valued using
a Black Scholes model and the restricted stock and restricted
stock units were valued using a Monte Carlo simulation. Because
valuation models incorporate ranges of assumptions for inputs,
those ranges are disclosed. As the Company’s stock was not
publicly traded prior to June 27, 2005, expected
volatilities are based on the implied historical volatilities
from peer companies and other factors. The Company has estimated
that all employees will complete the required service conditions
associated with the Awards. The expected service period is the
longer of the derived service period, as determined from the
output of the valuation models, and the implied service period
based on the term of the Awards. The risk-free interest rate for
periods within the contractual life of the Awards is based on
the U.S. Treasury yield curve in effect at the time of the
grant.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
12.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income comprises net income plus
all other changes in equity from non-owner sources, net of
income tax expense allocated to each component of other
comprehensive income. The only item included in other
comprehensive income for December 31, 2005, 2004 and 2003
is the minimum pension liability adjustment.
Pension and Postretirement Benefits — Our
employees and retirees participate in pension and other
postretirement benefit plans previously sponsored by Dean Foods.
At the time of Distribution, the obligations related to such
plans became the obligations of TreeHouse. The assets and
liabilities related to the TreeHouse employees have been
separated from the Dean Food benefit plans into newly
established TreeHouse benefit plans as described below. Employee
benefit plan obligations and expenses included in our
Consolidated Financial Statements are determined based on plan
assumptions; employee demographic data, including years of
service and compensation; benefits and claims paid; and employer
contributions.
Defined Contribution Plans — Certain of our
non-union employees participated in savings and profit sharing
plans sponsored by Dean Foods prior to the Distribution. These
plans generally provided for salary reduction contributions to
the plans on behalf of the participants of between 1% and 20% of
a participant’s annual compensation and provided for
employer matching and profit sharing contributions. Subsequent
to the Distribution, TreeHouse established a new tax-qualified
defined contribution plan to manage the portion of the assets
related to TreeHouse employees.
Multiemployer Pension and Certain Union Plans —
Prior to the Distribution, Dean Foods contributed to several
multiemployer pension plans on behalf of employees covered by
collective bargaining agreements. Subsequent to the
distribution, TreeHouse assumed the obligations to make the
contributions to the multiemployer pension plans. These plans
are administered jointly by management and union representatives
and cover substantially all full-time and certain part-time
union employees who are not covered by other plans. The
Multiemployer Pension Plan Amendments Act of 1980 amended ERISA
to establish funding requirements and obligations for employers
participating in multiemployer plans, principally related to
employer withdrawal from or termination of such plans. We could,
under certain circumstances, be liable for unfunded vested
benefits or other expenses of jointly administered
union/management plans. At this time, we have not established
any liabilities because withdrawal from these plans is not
probable.
Defined Pension Plans — Dean Foods managed
pension plan assets in a master trust for certain salaried and
non-union employees and union employees covered by collective
bargaining agreements, but not participating in a multiemployer
pension plan. Subsequent to the Distribution, TreeHouse
established a new
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
tax-qualified pension plan and master trust to manage the
portion of the pension plan assets related to TreeHouse eligible
salaried and non-union employees and union employees not covered
by a multi-employer pension plan. We also retained investment
consultants to assist our Investment Committee with the
transition of plan assets to the TreeHouse master trust and to
assist in formulating a long-term investment policy for the
master trust. Our current asset mix guidelines under the
investment policy target equities at 55% to 65% of the portfolio
and fixed income at 35% to 45%. At December 31, 2005, our
master trust was invested as follows: equity securities of 60%;
fixed income securities of 38%; and cash and cash equivalents of
2%. Dean Foods’ asset mix guidelines target equities at
65-75% of the portfolio and fixed income at 23-35%. The weighted
average asset allocations of Dean Foods’ pension plan at
December 31, 2004 and 2003 by asset category were generally
consistent with the target mix guidelines. The measurement date
for the defined pension plans is December 31.
The expected long-term
rate-of-return-on-assets
is based on projecting long-term market returns for the various
asset classes in which the plans assets are invested, weighted
by the target asset allocations. Active management of the plan
assets may result in adjustments to the historical returns. The
rate of return assumption is reviewed annually.
Pension benefits for eligible salaried TreeHouse employees were
frozen in 2001 for years of creditable service. For these
employees incremental pension benefits are only earned for
changes in compensation effecting final average pay. Pension
benefits earned for non-union employees and union employees
covered by collective bargaining agreements, but not
participating in multiemployer pension plans, are earned based
on creditable years of service and the specified benefit amounts
negotiated as part of the collective bargaining agreements. The
company’s funding policy provides that annual contributions
to the pension plan master trust will be at least equal to the
minimum amounts required by ERISA. The company estimates that
its 2006 contributions to its pension plan will be
$3.6 million.
Other Postretirement benefit — Certain of our
employees participated in Dean Foods’ benefit programs,
which provided certain health care and life insurance benefits
for retired employees and their eligible dependents. At the date
of Distribution, TreeHouse assumed the liability for the
benefits under these plans. The plan is unfunded. The company
estimates that its 2006 contributions to its postretirement
benefit plan will be $.1 million. The measurement date for
the other postretirement benefit plans is December 31.
Defined Benefit Plans — As of the measurement
dates, the status of the company’s defined benefit pension
plan was as follows:
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The changes in the pension plan projected benefit obligations
are as follows:
Year Ended December 31
2005
2004
(In thousands)
Change in projected benefit obligation:
Projected benefit obligation, beginning of year
$
28,439
$
26,324
Adjustment for Section 4044 allocation
(2,520
)
—
Service cost
316
360
Interest cost
1,445
1,711
Actuarial loss
1,033
3,730
Benefits paid
(2,096
)
(3,686
)
Projected benefit obligation, end of year
$
26,617
$
28,439
Accumulated benefit obligation, end of year
$
23,278
$
26,675
The adjustment for Section 4044 allocation represents the
difference between the estimated assets and liabilities to be
transferred to the Company pension benefit plan resulting from
the Distribution and the actual assets and liabilities
transferred pursuant to the priority categories of
Section 4044 of the Internal Revenue Code.
The changes in the fair value of the pension plan assets are set
forth in the following table:
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Postretirement Benefits — As of the
December 31 measurement dates, the status of the
Company’s post retirement benefit plan was as follows:
Year Ended December 31
2005
2004
2003
(In thousands)
Components of net period cost:
Service cost
$
161
$
203
$
188
Interest cost
123
82
67
Amortization of unrecognized net loss
80
35
10
Net post retirement period benefit cost
$
364
$
320
$
265
Year Ended December 31
2005
2004
(In thousands)
Change in benefit obligation:
Benefit obligation, beginning of year
$
1,459
$
1,480
Service cost
161
203
Interest cost
123
82
Actuarial loss
887
47
Benefits paid
(106
)
(353
)
Benefit obligation, end of year
$
2,524
$
1,459
Unrecognized net loss
(1,441
)
(634
)
Accrued post retirement benefit cost
$
(1,083
)
$
(825
)
Year Ended December 31
2005
2004
(In thousands)
Change in plan assets:
Plan assets at fair value, beginning of year
$
—
$
—
Actual return on plan assets
—
—
Company contributions
106
353
Benefits paid
(106
)
(353
)
Plan assets at fair value, end of year
$
—
$
—
The key actuarial assumptions used to determine the post
retirement net period benefit costs for the years ended
December 31, 2005, 2004 and 2003 follows:
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The key actuarial assumptions used to determine the healthcare
life insurance benefit obligations as of December 31, 2005
and 2004 follows:
December 31
2005
2004
Healthcare inflation:
Initial rate
10.0
%
10.0
%
Ultimate rate
5.0
%
5.0
%
Year ultimate rate achieved
2010
2009
Discount rate
5.5
%
5.75
%
The effect of a 1% change in health care trend rates would have
the following effects on the postretirement benefit plan:
1% increase:
Benefit obligation, end of year
$
498
Service cost plus interest cost for the year
77
1% Decrease:
Benefit obligation, end of year
$
(416
)
Service cost plus interest cost for the year
(62
)
Estimated future postretirement benefit payments from the plan
are as follows:
Year
Postretirement Benefit
(In thousands)
2006
$
104
2007
$
107
2008
$
106
2009
$
97
2010
$
110
2011-2015
$
582
14.
FACILITY CLOSING AND REORGANIZATION COSTS
Facility Closing and Reorganization Costs — We
recorded net facility closing and reorganization costs of
$.3 million and $6.5 million during 2005 and 2002,
respectively. We recorded no closing or reorganization costs in
2004 and 2003. The costs recorded in 2002 related to closing the
Atkins, Arkansas and Cairo, Georgia facilities, shutting down
two pickle tank yards and relocating production between plants
as part of an overall plan to operate more efficiently.
The charges recorded during 2005 related to closing the
La Junta, Colorado pickle manufacturing facility and
distribution center. In addition to the closing and
reorganization costs, we also recorded a fixed asset impairment
charge of $9.6 million to reduce the carrying value of the
La Junta facilities to their net realizable value.
The principal components of the plans include (i) workforce
reductions as a result of facility closings and facility
reorganizations; (ii) shutdown costs, including those costs
that are necessary to clean and prepare abandoned facilities for
closure; and (iii) costs incurred after shutdown such as
lease obligations or termination costs, utilities and property
taxes after shutdown of the facility.
These charges were accounted for in accordance with
SFAS No. 146, “Accounting for Costs Associated
with Exit or Disposal Activities,” which became effective
for us in January 2003. We expect to incur additional charges
related to these restructuring plans of approximately
$2.7 million, including an additional $.7 million in
work force reduction costs and approximately $2.0 million
in shut down and other costs. Approximately $2.2 million
and $.5 million of these additional charges are expected to
be incurred in 2006 and 2007, respectively. We expect the
restructuring plan for the facilities to be completed by
December 2007.
15.
OTHER OPERATING EXPENSE — NET
We incurred other operating expense — net of
$21.4 million in the year ended December 31, 2005. We
did not incur like expenses in 2004 or 2003. Other operating
expenses consisted of the following:
(In millions)
Distribution related costs for legal, accounting and other
professional fees
$
9.7
Facility closing costs and impairment charges related to the
La Junta, Colorado plant
9.9
Expenses incurred due to the impairment of trademarks and other
intangibles
4.7
Settlement of a high fructose corn syrup class action antitrust
litigation
(1.2
)
Gain on the sale of our Cairo, Georgia facility
(1.2
)
Gain on sale of a closed tank yard facility
(0.5
)
Total Other Operating Expense, Net
$
21.4
16.
SUPPLEMENTAL CASH FLOW INFORMATION
Year Ended December 31
2005
2004
2003
(In thousands)
Interest paid
$1,146
$710
$750
Income taxes paid
4,952
—
—
17.
COMMITMENTS AND CONTINGENCIES
Leases — We lease certain property, plant and
equipment used in our operations under both capital and
operating lease agreements. Such leases, which are primarily for
machinery, equipment and vehicles, have lease terms ranging from
1 to 20 years. Certain of the operating lease agreements
require the payment of additional rentals for maintenance, along
with additional rentals based on miles driven or units produced.
Our maximum exposure under those guarantees is not a material
amount. Rent expense, including additional rent, was
$11.1 million, $10.0 million and $11.8 million
for the years ended December 31, 2005, 2004 and 2003,
respectively.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The composition of capital leases which are reflected as
property, plant and equipment in our consolidated balance sheets
are as follows:
December 31
2005
2004
(In thousands)
Machinery and equipment
$
6,530
$
6,311
Less accumulated amortization
(1,356
)
(930
)
$
5,174
$
5,381
Indemnification of Dean Foods — We have an
agreement with Dean Foods under which we have agreed to assume
all contingent and undisclosed liabilities relating to our
businesses or operations of our assets, including those incurred
prior to the Distribution, and to indemnify Dean Foods for
liabilities, other than certain tax liabilities, incurred by
Dean Foods relating to the businesses or operations of our
assets. In addition, under the tax sharing agreement, we will,
with limited exceptions, be liable for all taxes attributable to
our business that are required to be paid after the
distribution. We have agreed to indemnify Dean Foods for claims
arising under the distribution agreement and the tax sharing
agreement.
Purchase Obligations — We have entered into
various contracts obligating us to purchase minimum quantities
of raw materials used in our production processes including
cucumbers and tank yard space.
Future minimum payments at December 31, 2005, under
non-cancelable capital leases, operating leases and purchase
obligations are summarized below:
Capital
Operating
Purchase
Leases
Leases
Obligations
(In thousands)
2006
$
1,020
$
6,338
$
34,726
2007
993
5,535
8,039
2008
930
5,287
6,825
2009
871
5,079
6,111
2010
846
4,861
971
Thereafter
8,735
13,273
10,126
Total minimum payments
$
13,395
$
40,373
$
66,798
Less amount representing interest
6,931
Present value of capital lease obligations
$
6,464
Insurance — We participated in the Dean Foods
insurance programs through the date of the Distribution. We have
established our own insurance program as of the Distribution
with retention of selected levels of property and casualty
risks, primarily related to employee health care, workers
compensation claims and other casualty losses. Many of these
potential losses are covered under conventional insurance
programs with third party carriers with high deductible limits.
Effective with the Distribution on June 27, 2005 all
current property and casualty insurance programs are now
administered directly for TreeHouse by the carriers with support
from an independent insurance consultant. Deductibles for
casualty claims range from $50,000 to $500,000 depending upon
the type of coverage. We believe we have established adequate
reserves to cover these claims. To minimize expense, Dean Foods
will remain involved administratively on the historical workers
compensation run-out of claims, with TreeHouse assuming
financial responsibility.
Through calendar 2005 TreeHouse continued to participate in the
Dean Foods Health and Welfare plans. TreeHouse is responsible
for the claims expenses associated with its employees and has
secured stop loss
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
coverage with a $150,000 specific deductible and a 115%
aggregate limit. We have engaged a major benefits consulting
firm to market our programs, and have converted to substantially
similar TreeHouse plans effective January 1, 2006.
Litigation, Investigations and Audits — We are
party, in the ordinary course of business to certain other
claims, litigation, audits and investigations. We believe we
have adequate reserves for any liability we may incur in
connection with any such currently pending or threatened matter.
In our opinion, the settlement of any such currently pending or
threatened matter is not expected to have a material adverse
impact on our financial position, results of operations or cash
flows.
18.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to SFAS No. 107, “Disclosure About Fair
Value of Financial Instruments,” we are required to
disclose an estimate of the fair value of our financial
instruments as of December 31, 2005 and 2004.
SFAS No. 107 defines the fair value of financial
instruments as the amount at which the instrument could be
exchanged in a current transaction between willing parties.
Due to their near-term maturities, the carrying amounts of
accounts receivable and accounts payable are considered
equivalent to fair value. In addition, because the interest
rates on our debt are variable, its fair value approximates its
carrying value.
19.
SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS
We have designated our reportable segments based on how
management views our business and on differences in
manufacturing processes between product categories. We do not
segregate assets between segments for internal reporting.
Therefore, certain asset-related information has not been
presented. The accounting policies of the segments are the same
as those described in Note 2 “Summary of Significant
Accounting Policies.”
Our pickles segment sells a variety of pickle, relish,
sauerkraut and pepper products under customer brands and under
our proprietary brands including
Farmans®,
Nalley’s®,
Peter
Piper®
and
Steinfeldtm.
Branded products are sold to retailers and private label
products are sold to retailers, foodservice customers and in
bulk to other food processors. The pickles segment also includes
shrimp, seafood, tartar, horseradish, chili, sweet and sour
sauces and syrups sold to retail grocers in the Eastern,
Midwestern and Southeastern United States. These products are
sold under the
Bennett’s®,
Hoffman
House®
and
Roddenberry’s®Northwoods®
brand names.
Our non-dairy powdered creamer segment includes private label
powdered creamer and our proprietary
Cremora®
brand. The majority of our powdered products are sold under
customer brands to retailers, distributors and in bulk to other
food companies for use as ingredients in their products.
In addition to powdered coffee creamer, we also sell shortening
powders and other high-fat powder formulas used in baking,
beverage mixes, gravies and sauces.
Our aseptic products and other refrigerated products do not
qualify as a reportable segment and are included under other
food products. Aseptic products are sterilized using a process
which allows storage for prolonged periods without
refrigeration. We manufacture aseptic cheese sauces and
puddings. Our cheese sauces and puddings are sold primarily
under private labels to distributors. Our refrigerated products
include Mocha
Mix®,
a non-dairy liquid creamer, Second
Nature®,
a liquid egg substitute, and salad dressings sold in foodservice
channels.
Prior to December 2004, we also manufactured and distributed
certain nutritional beverage products. Our historical financial
statements have been restated to reflect the operations related
to the nutritional beverage business as discontinued operations.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
We evaluate the performance of our segments based on adjusted
gross margin, which we define as gross margin less allocated
freight out and commission expense. The amounts in the following
tables are obtained from reports used by our senior management
team. There are no significant non-cash items reported in
segment profit or loss other than depreciation, amortization and
impairment of trademarks and other intangible assets.
Year Ended December 31
2005
2004
2003
(In thousands)
Net sales to external customers:
Pickles
$
320,143
$
339,249
$
352,622
Non-dairy powdered creamer
263,769
240,644
218,563
Other
123,819
114,726
124,949
Total
$
707,731
$
694,619
$
696,134
Operating income from continuing operations:
Pickles
$
41,467
$
48,286
$
70,412
Non-dairy powdered creamer
41,058
40,913
40,869
Other
23,025
26,064
29,715
Segment adjusted gross margin
105,550
115,263
140,996
Other operating expenses
76,961
43,695
38,357
Operating income
28,589
71,568
102,639
Other (income) expense:
Interest expense
1,216
710
750
Other (income) expense, net
(66
)
116
—
1,150
826
750
Consolidated income from continuing operations before tax
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Geographic Information — We had foreign sales
of approximately 1.2%, 1.0% and .9% of net sales for years ended
2005, 2004 and 2003 respectively. We primarily export to Canada
and South America.
Major Customers — Our non-dairy powdered
creamer segment had one customer that represented greater than
10% of our 2005 sales. Approximately 11.7% of our consolidated
sales were to that same customer. Our other foods products
segment had two customers that represented greater than 10% of
their 2005 sales. Approximately 6.4% and 5.3% of our
consolidated 2005 sales were to those customers.
20.
RELATED PARTY TRANSACTIONS
Management Fee Paid to Dean Foods — Prior to
the Distribution, Dean Foods provided us with certain
administrative services such as tax, treasury, human resources,
risk management, legal, information technology, internal audit,
accounting and reporting in return for a management fee. The
management fee was based on budgeted annual expenses for Dean
Foods’ corporate headquarters and allocated among Dean
Foods’ segments. We paid Dean Foods a management fee of
$2.9 million, $11.1 million and $5.4 million for
years ended 2005, 2004 and 2003, respectively. There are no
management fees paid to Dean post-Distribution.
Receivable With Dean Foods — As of
December 31, 2005 Dean Foods owes us approximately
$3.9 million in accordance with the tax sharing agreement.
These amounts are included in the receivables caption on the
balance sheet.
Cash Management — Effective with the
Distribution, we manage our own cash in conjunction with our
revolving credit facility. Prior to the Distribution, we were
part of Dean Foods’ cash management system, wherein Dean
regularly “swept” our available cash and provided
funding for operating and investing activities.
Refrigerated Products — We have consolidated
the Refrigerated Products manufacturing activities into a leased
facility in City of Industry, California. We assumed the lease
of the City of Industry facility at the date of the
Distribution. Product costs are charged to the Refrigerated
Products businesses based on the direct materials, direct
processing costs and allocated indirect labor, benefits and
other processing and facility costs applicable to our products
on a shared services basis. As a result, our Consolidated
Statements of Income reflect the fully absorbed costs for these
products, along with allocated distribution, commission and
administrative costs based on the volumes of products sold,
including Refrigerated Products.
Agreements — We have entered into a trademark
license agreement, co-pack agreement and transition services
agreement with Dean Foods. These agreements should have no
material impact on the operations of the company.
Sales to Dean Foods — Included in net sales are
sales to Dean Foods of $3.6 million and $10.7 million
for the years ended December 31, 2004 and 2003
respectively. Sales to Dean Foods were not significant for the
six months ended June 30, 2005.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
21.
QUARTERLY RESULTS OF OPERATIONS (unaudited)
The following is a summary of our unaudited quarterly results of
operations for 2005 and 2004.
Quarter
First
Second
Third
Fourth
(In thousands except per share data)
2005
Net sales
$
166,375
$
185,008
$
171,872
$
184,476
Gross profit
37,844
40,464
34,276
35,053
Income (loss) from continuing operations before income taxes(3)
18,002
8,941
8,969
(8,473
)
Net income (loss)(1)
11,043
1,281
4,900
(5,648
)
Net income per common share:
Basic
.36
.04
.16
(.18
)
Diluted
.35
.04
.16
(.18
)
2004
Net sales
$
165,576
$
180,354
$
169,203
$
179,486
Gross profit
39,597
42,465
35,811
38,776
Income from continuing operations before income taxes
19,770
21,061
16,187
13,724
Net income(2)
12,816
12,648
1,166
8,446
Net income per common share:
Basic
.42
.41
.04
.27
Diluted
.41
.41
.04
.27
(1)
Includes loss, net of tax, from discontinued operations of
$339,000, $256,000, $53,000 and $41,000 in the first, second,
third and fourth quarters, respectively.
(2)
Includes income (loss), net of tax, from discontinued operations
of $331,000, $(605,000), $(9,071,000) and $(250,000) in the
first, second, third and fourth quarters, respectively.
(3)
Fourth quarter expenses include $9.9 million for closing
the La Junta, Colorado pickle plant, $4.8 million for
share-based compensation expense and $4.7 million for the
impairment of trademarks and other intangibles.
22.
SUBSEQUENT EVENTS
•
In conjunction with our announcement on November 16, 2005
the La Junta, Colorado pickle plant ceased operations on
February 9, 2006.
•
On February 22, 2006 we acquired the “book of
business” and inventory of Oxford Foods, Inc., a food
processor based in Deerfield, Massachusetts. Oxford Foods is a
manufacturer of pickles, peppers and barbecue sauce for the
foodservice industry. Our Faison, North Carolina plant will
assume the production of these items after an anticipated three
to four months transition period.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
•
On March 1, 2006the Company entered into an Asset Purchase
Agreement with the Del Monte Corporation to acquire the assets
of its soup and infant feeding businesses for $268 million
plus an adjustment for working capital changes at the time of
closing. The transaction is expected to close during the
Company’s first quarter.
For the 12 months ending April 30, 2006, the private
label soup and infant feeding businesses together are expected
to generate approximately $295 million of net sales. Soup
and infant feeding products are manufactured at facilities in
Pittsburgh, PA and Mendota, IL. TreeHouse will acquire the
Pittsburgh, PA manufacturing facility and distribution center
and enter into a long-term lease agreement at Del Monte’s
Mendota, IL manufacturing facility. The businesses’
headquarters will remain in Pittsburgh, PA.
The Company has entered into a Transition Services Agreement
with Del Monte whereby Del Monte will continue to provide
various administrative and information technology support
services until the soup and infant feeding businesses can be
fully integrated into TreeHouse.
The Company is in the process of obtaining third-party
valuations of the assets purchased, thus an allocation of the
purchase price to major asset and liability captions is
currently being completed. The transaction will be financed
primarily through borrowings under the Company’s revolving
credit facility.
Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
Not applicable.
Item 9A.
Controls and Procedures
Disclosure Controls and Procedures
Evaluations were carried out under the supervision and with the
participation of the Company’s management, including our
Chief Executive Officer, Chief Financial Officer, and Chief
Accounting Officer of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined
in Rule 13a-15(e)
under the Securities Exchange Act of 1934). Based upon those
evaluations, the Chief Executive Officer, Chief Financial
Officer and Chief Accounting Officer concluded that as of
December 31, 2005, these disclosure controls and procedures
were effective.
There have been no changes in the Company’s internal
control over financial reporting that occurred during the
Company’s fourth quarter that has materially affected, or
is reasonably likely to materially affect the Company’s
internal control over financial reporting.
Information about our directors is in our 2006 Proxy Statement
under the heading “Management — Directors and
Executive Officers” and is incorporated into this report by
reference.
Information about compliance with the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934, as
amended, by our executive officers and directors, persons who
own more than ten percent of our common stock, and their
affiliates who are required to comply with such reporting
requirements, is in our 2006 Proxy Statement under the heading
“Security Ownership of Certain Beneficial Owners and
Management and Section 16(a) Beneficial Ownership Reporting
Compliance”. Information abut the Audit Committee Financial
Expert is in our 2006 Proxy Statement under the heading
“Meetings of the Board of Directors and Committees/ Role of
Committees,” all of which is incorporated into this report
by reference.
The information required by this item concerning our executive
officers is contained in our 2006 Proxy Statement under the
heading “Management — Directors and Executive
Officers” and is incorporated into this report by reference.
We have adopted a Code of Business Conduct for our employees and
directors. A copy of the code is posted on our website
(www.treehousefoods.com). If we amend the code, or grant
any waivers under the code, that are applicable to our
directors, chief executive officers, or other persons subject to
our securities trading policy, which we do not anticipate doing,
then we will promptly post that amendment or waiver on our
website.
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.
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.
Distribution Agreement, dated as of June 27, 2005, between
Dean Foods Company and TreeHouse Foods, Inc. is incorporated by
reference to Exhibit 2.1 to our Current Report on
Form 8-K dated June 28, 2005
2
.2
Asset Purchase Agreement, dated as of March 1, 2006, by and
between Del Monte Corporation and TreeHouse Foods, Inc. is
incorporated by reference to Exhibit 2.1 to our Current
Report on Form 8-K dated March 2, 2006
Form of Amended and Restated By-Laws of TreeHouse Foods, Inc. is
incorporated by reference to Exhibit 3.2 to Amendment
No. 1 to our Registration Statement on Form 10 filed
with the Commission on June 9, 2005
4
.1
Form of TreeHouse Foods, Inc. Common Stock Certificate is
incorporated by reference to Exhibit 4.1 to Amendment
No. 1 to our Registration Statement on Form 10 filed
with the Commission on June 9, 2005
4
.2
Stockholders Agreement, dated January 27, 2005, by and
between, TreeHouse Foods, Inc., Dean Foods Company, Sam K. Reed,
David B. Vermylen, E. Nichol McCully, Thomas E. O’Neill,
and Harry J. Walsh is incorporated by reference to
Exhibit 4.2 to our Registration Statement on Form 10
filed with the Commission on May 13, 2005
Form of Certificate of Designation of Series A Junior
Participating Preferred Stock (attached as an Exhibit to the
Rights Agreement that is incorporated by reference to
Exhibit 4.1 to our Current Report on Form 8-K dated
June 28, 2005)
4
.5
Form of Rights Certificate (attached as an Exhibit to the Rights
Agreement that is incorporated by reference to Exhibit 4.1
to our Current Report on Form 8-K dated June 28, 2005)
10
.1†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and Sam K. Reed is incorporated by
reference to Exhibit 10.1 to our Registration Statement on
Form 10 filed with the Commission on May 13, 2005
10
.2†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and David B. Vermylen is
incorporated by reference to Exhibit 10.2 to our
Registration Statement on Form 10 filed with the Commission
on May 13, 2005
10
.3†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and E. Nichol McCully is
incorporated by reference to Exhibit 10.3 to our
Registration Statement on Form 10 filed with the Commission
on May 13, 2005
10
.4†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and Thomas E. O’Neill is
incorporated by reference to Exhibit 10.4 to our
Registration Statement on Form 10 filed with the Commission
on May 13, 2005
10
.5†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and Harry J. Walsh is incorporated
by reference to Exhibit 10.5 to our Registration Statement
on Form 10 filed with the Commission on May 13, 2005
10
.6
Form of Subscription Agreement is incorporated by reference to
Exhibit 10.6 to our Registration Statement on Form 10
filed with the Commission on May 13, 2005
10
.7
Form of 2005 Long-Term Stock Incentive Plan is incorporated by
reference to Exhibit 10.7 to Amendment No. 1 to our
Registration Statement on Form 10 filed with the Commission
on June 9, 2005
10
.8
Transition Services Agreement, dated as of June 27, 2005,
between Dean Foods Company and TreeHouse Foods, Inc. is
incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K dated June 28, 2005
Employee Matters Agreement, dated as of June 27, 2005,
between Dean Foods Company and TreeHouse Foods, Inc. is
incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K dated June 28, 2005
10
.10
Tax Sharing Agreement, dated as of June 27, 2005, between
Dean Foods Company and TreeHouse Foods, Inc. is incorporated by
reference to Exhibit 10.3 to our Current Report on
Form 8-K dated June 28, 2005
10
.11
Trademark License Agreement between Dean Foods Company and
TreeHouse Foods, Inc. is incorporated by reference to
Exhibit 10.4 to our Current Report on Form 8-K dated
June 28, 2005
10
.12
Trademark License Agreement between TreeHouse Foods, Inc. and
Dean Foods Company, Dean Intellectual Property Services II,
L.P. and Dean Specialty Intellectual Property Services, L.P. is
incorporated by reference to Exhibit 10.5 to our Current
Report on Form 8-K dated June 28, 2005
10
.13
Co-Pack Agreement, dated as of June 17, 2005, between Dean
Foods Company and TreeHouse Foods, Inc. is incorporated by
reference to Exhibit 10.6 to our Current Report on
Form 8-K dated June 28, 2005
10
.14†
Form of Memorandum of Amendment to Stockholders Agreement and
Employment Agreements of Sam K. Reed, David B. Vermylen, E.
Nichol McCully, Thomas E. O’Neill, and Harry J. Walsh is
incorporated by reference to Exhibit 10.14 to Amendment
No. 1 to our Registration Statement on Form 10 filed
with the Commission on June 9, 2005
10
.15†
TreeHouse Foods, Inc. Executive Deferred Compensation Plan is
incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K dated August 3, 2005