PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
HERSHEY FOODS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share amounts)
For the Three Months Ended
--------------------------
September 30, October 1,
2001 2000
--------- -------
Net Sales $ 1,304,184 $ 1,196,755
------------ ------------
Costs and Expenses:
Cost of sales 752,575 696,431
Selling, marketing and administrative 342,622 303,688
Gain on sale of business (19,237) --
------------ ------------
Total costs and expenses 1,075,960 1,000,119
------------ ------------
Income before Interest and Income Taxes 228,224 196,636
Interest expense, net 18,147 21,152
------------ ------------
Income before Income Taxes 210,077 175,484
Provision for income taxes 89,315 68,079
------------ ------------
Net Income $ 120,762 $ 107,405
============ ============
Net Income Per Share-Basic $ .89 $ .78
============ ============
Net Income Per Share-Diluted $ .88 $ .78
============ ============
Average Shares Outstanding-Basic 135,869 136,836
============ ============
Average Shares Outstanding-Diluted 137,213 137,690
============ ============
Cash Dividends Paid per Share:
Common Stock $ .3025 $ .2800
============ ============
Class B Common Stock $ .2725 $ .2525
============ ============
The accompanying notes are an integral part of these statements.
-2-
HERSHEY FOODS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share amounts)
For the Nine Months Ended
-------------------------
September 30, October 1,
2001 2000
------- -------
Net Sales $ 3,283,324 $ 3,026,074
------------ ------------
Costs and Expenses:
Cost of sales 1,906,719 1,803,598
Selling, marketing and administrative 923,911 808,210
Gain on sale of business (19,237) --
------------ ------------
Total costs and expenses 2,811,393 2,611,808
------------ ------------
Income before Interest and Income Taxes 471,931 414,266
Interest expense, net 52,371 56,525
------------ ------------
Income before Income Taxes 419,560 357,741
Provision for income taxes 167,453 139,160
------------ ------------
Net Income $ 252,107 $ 218,581
============ ============
Net Income Per Share-Basic $ 1.85 $ 1.59
============ ============
Net Income Per Share-Diluted $ 1.83 $ 1.58
============ ============
Average Shares Outstanding-Basic 136,343 137,568
============ ============
Average Shares Outstanding-Diluted 137,768 138,480
============ ============
Cash Dividends Paid per Share:
Common Stock $ .8625 $ .8000
============ ============
Class B Common Stock $ .7775 $ .7225
============ ============
The accompanying notes are an integral part of these statements.
-3-
HERSHEY FOODS CORPORATION
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
(in thousands of dollars)
ASSETS 2001 2000
------- -------
Current Assets:
Cash and cash equivalents $ 49,168 $ 31,969
Accounts receivable - trade 548,409 379,680
Inventories 725,703 605,173
Deferred income taxes 68,950 76,136
Prepaid expenses and other 75,985 202,390
------------- --------------
Total current assets 1,468,215 1,295,348
------------- --------------
Property, Plant and Equipment, at cost 2,858,974 2,764,845
Less-accumulated depreciation and amortization (1,282,028) (1,179,457)
------------- --------------
Net property, plant and equipment 1,576,946 1,585,388
------------- --------------
Intangibles Resulting from Business Acquisitions, net 438,875 474,448
Other Assets 127,303 92,580
------------- --------------
Total assets $ 3,611,339 $ 3,447,764
============= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 162,998 $ 149,232
Accrued liabilities 365,238 358,067
Accrued income taxes 94,022 1,479
Short-term debt 237,203 257,594
Current portion of long-term debt 1,095 529
------------- --------------
Total current liabilities 860,556 766,901
Long-term Debt 876,981 877,654
Other Long-term Liabilities 332,602 327,674
Deferred Income Taxes 299,590 300,499
------------- --------------
Total liabilities 2,369,729 2,272,728
------------- --------------
Stockholders' Equity:
Preferred Stock, shares issued:
none in 2001 and 2000 --- ---
Common Stock, shares issued:
149,515,564 in 2001 and 149,509,014 in 2000 149,515 149,508
Class B Common Stock, shares issued:
30,435,308 in 2001 and 30,441,858 in 2000 30,435 30,442
Additional paid-in capital 5,759 13,124
Unearned ESOP compensation (16,766) (19,161)
Retained earnings 2,840,437 2,702,927
Treasury-Common Stock shares at cost:
44,420,608 in 2001 and 43,669,284 in 2000 (1,693,706) (1,645,088)
Accumulated other comprehensive loss (74,064) (56,716)
------------- --------------
Total stockholders' equity 1,241,610 1,175,036
------------- --------------
Total liabilities and stockholders' equity $ 3,611,339 $ 3,447,764
============= ==============
The accompanying notes are an integral part of these balance sheets.
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HERSHEY FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
For the Nine Months Ended
-------------------------
September 30, October 1,
2001 2000
------- -------
Cash Flows Provided from (Used by) Operating Activities
Net Income $ 252,107 $ 218,581
Adjustments to Reconcile Net Income to Net Cash
Provided from Operations:
Depreciation and amortization 141,699 131,122
Deferred income taxes 10,415 (21,883)
Gain on sale of business, net of tax of $18,134 (1,103) --
Changes in assets and liabilities, net of effects from
business acquisition and divestiture:
Accounts receivable - trade (168,729) (212,502)
Inventories (127,659) (47,653)
Accounts payable 13,766 (881)
Other assets and liabilities 170,206 (59,228)
------------ ------------
Net Cash Flows Provided from Operating Activities 290,702 7,556
------------ ------------
Cash Flows Provided from (Used by) Investing Activities
Capital additions (114,608) (100,627)
Capitalized software additions (6,003) (4,204)
Business acquisition (17,143) --
Proceeds from divestiture 59,900 --
Other, net 9,704 (2,402)
------------ ------------
Net Cash Flows (Used by) Investing Activities (68,150) (107,233)
------------ ------------
Cash Flows Provided from (Used by) Financing Activities
Net (decrease) increase in short-term debt (20,391) 248,846
Long-term borrowings 354 144
Repayment of long-term debt (578) (2,517)
Cash dividends paid (114,597) (107,514)
Exercise of stock options 21,509 5,579
Incentive plan transactions (51,328) (18,698)
Repurchase of Common Stock (40,322) (99,931)
------------ ------------
Net Cash Flows (Used by) Provided from Financing Activities (205,353) 25,909
------------ ------------
Increase (Decrease) in Cash and Cash Equivalents 17,199 (73,768)
Cash and Cash Equivalents, beginning of period 31,969 118,078
------------ ------------
Cash and Cash Equivalents, end of period $ 49,168 $ 44,310
============ ============
Interest Paid $ 63,105 $ 69,278
============ ============
Income Taxes Paid $ 53,818 $ 209,456
============ ============
The accompanying notes are an integral part of these statements.
-5-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Hershey Foods Corporation and its subsidiaries (the
Corporation) after elimination of intercompany accounts and
transactions. These statements have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information and
footnotes required by accounting principles generally accepted in the
United States for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine months ended September 30, 2001, are not necessarily
indicative of the results that may be expected for the year ending December
31, 2001. For more information, refer to the consolidated financial
statements and footnotes included in the Corporations 2000 Annual
Report on Form 10-K.
- BUSINESS ACQUISITION AND DIVESTITURE
In July 2001, the Corporations Brazilian subsidiary, Hershey do
Brasil, acquired the chocolate and confectionery business of Visagis for
$17.1 million. This business had sales of approximately $20 million in
2000. Included in the acquisition are the IO-IO brand of hazelnut
crème items and the chocolate and confectionery products sold under
the Visconti brand. Also included in the purchase are a
manufacturing plant and confectionery equipment in Sao Roque,
Brazil.
In September 2001, the Corporation completed the sale of the
Ludens throat drops business to Pharmacia Consumer
Healthcare, a unit of Pharmacia Corporation. Included in the sale are the
trademarks and manufacturing equipment for the throat drops business. Under
a supply agreement with Pharmacia, the Corporation will manufacture
Ludens throat drops for up to 19 months. Under a separate
services agreement, the Corporation will continue to sell, warehouse and
distribute Ludens throat drops through March 2002. In the
third quarter of 2001, the Corporation received cash proceeds of $59.9
million and recorded a gain of $19.2 million before tax, $1.1 million or
$.01 per share - diluted after tax, as a result of the transaction. A
higher gain for tax purposes reflected the low tax basis of the goodwill,
property, plant and equipment, and other assets included in the sale,
resulting in taxes on the gain of $18.1 million.
- INTEREST EXPENSE
Interest expense, net consisted of the following:
For the Nine Months Ended
-------------------------
September 30, 2001 October 1, 2000
------------------ ----------------
(in thousands of dollars)
Interest expense $ 55,666 $ 59,973
Interest income (1,862) (3,428)
Capitalized interest (1,433) (20)
--------- --------
Interest expense, net $ 52,371 $ 56,525
========= ========
- NET INCOME PER SHARE
A total of 44,420,608 shares were held as Treasury Stock as of September 30, 2001.
-6-
In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share," Basic and Diluted Earnings per Share are computed
based on the weighted-average number of shares of the Common Stock and the
Class B Stock outstanding as follows:
For the Three Months Ended
--------------------------
September 30, 2001 October 1, 2000
------------------ ---------------
(in thousands except per share amounts)
Net income $ 120,762 $ 107,405
=========== ===========
Weighted-average shares-basic 135,869 136,836
Effect of dilutive securities:
Employee stock options 1,285 841
Performance and restricted stock units 59 13
----------- -----------
Weighted-average shares - diluted 137,213 137,690
=========== ===========
Net income per share - basic $ .89 $ .78
=========== ===========
Net income per share-diluted $ .88 $ .78
=========== ===========
Employee stock options for 1,957,150 shares and 1,798,700 shares were
anti-dilutive and were excluded from the earnings per share calculation for
the three months ended September 30, 2001 and October 1, 2000,
respectively.
For the Nine Months Ended
-------------------------
September 30, 2001 October 1, 2000
------------------ ---------------
(in thousands except per share amounts)
Net income $ 252,107 $ 218,581
=========== ===========
Weighted-average shares-basic 136,343 137,568
Effect of dilutive securities:
Employee stock options 1,366 899
Performance and restricted stock units 59 13
----------- -----------
Weighted-average shares - diluted 137,768 138,480
=========== ===========
Net income per share - basic $ 1.85 $ 1.59
=========== ===========
Net income per share-diluted $ 1.83 $ 1.58
=========== ===========
Employee stock options for 1,963,950 shares and 5,534,550 shares were
anti-dilutive and were excluded from the earnings per share calculation for
the nine months ended September 30, 2001 and October 1, 2000,
respectively.
- DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging
Activities (SFAS No. 133). Subsequently, the FASB issued
Statement No. 137, Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133, an amendment of FASB Statement No. 133 and Statement No.
138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an amendment of FASB Statement No.
133. SFAS No. 133, as amended, establishes accounting
and reporting standards requiring that every derivative instrument be
recorded in the balance sheet as either an asset or liability measured at
its fair value. SFAS No. 133 requires that changes in the derivatives fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged item
in the income statement, to the extent effective, and requires that a
company must formally document, designate, and assess the effectiveness of
transactions that receive hedge accounting.
-7-
The Corporation adopted SFAS No. 133 as of January 1, 2001. The adoption of
SFAS No. 133 is not expected to have a significant impact on the
Corporation's results of operations and financial position. However, as
discussed in the following paragraphs, SFAS No. 133 could increase
volatility in other comprehensive income and involve certain changes in the
Corporation's business practices.
SFAS No. 133, as amended, provides that the effective portion of the gain
or loss on a derivative instrument designated and qualifying as a cash flow
hedging instrument be reported as a component of other comprehensive income
and be reclassified into earnings in the same period or periods during
which the transaction affects earnings. The remaining gain or loss on the
derivative instrument, if any, must be recognized currently in earnings.
All derivative instruments currently utilized by the Corporation are
designated as cash flow hedges.
Objectives, Strategies and Accounting Policies Associated with Derivative Instruments
The Corporation utilizes certain derivative instruments, including interest
rate swap agreements, foreign currency forward exchange contracts and
commodity futures contracts, to manage variability in cash flows associated
with interest rate, currency exchange rate and commodity market price risk
exposures. The interest rate swaps and foreign currency contracts are
entered into for periods consistent with related underlying exposures and
do not constitute positions independent of those exposures. Commodity
futures contracts are entered into for varying periods and are intended and
effective as hedges of market price risks associated with the purchase of
raw materials for anticipated manufacturing requirements. If it is probable
that hedged forecasted transactions will not occur either by the end of the
originally specified time period or within an additional two-month period
of time, derivative gains and losses reported in Accumulated Other
Comprehensive Loss on the Consolidated Balance Sheet are immediately
reclassified into earnings. Gains and losses on terminated derivatives
designated as hedges are accounted for as part of the originally hedged
transaction. Gains and losses on derivatives designated as hedges of items
that mature or are sold or terminated, are recognized in income in the same
period as the originally hedged transaction was anticipated to affect
earnings. The Corporation utilizes derivative instruments as cash flow
hedges and does not hold or issue derivative instruments for trading
purposes. In entering into these contracts, the Corporation has assumed the
risk that might arise from the possible inability of counterparties to meet
the terms of their contracts. The Corporation does not expect any losses as
a result of counterparty defaults.
Interest Rate Swap Agreements
In order to minimize its financing costs and to manage interest rate
exposure, the Corporation, from time to time, enters into interest rate
swap agreements. In February 2001, the Corporation entered into interest
rate swap agreements to effectively convert interest-rate-contingent rental
payments on certain operating leases from a variable to a fixed rate.
Rental payments on operating leases associated with the financing of
construction of a warehouse and distribution facility near Hershey,
Pennsylvania for $61.7 million and the financing of the purchase of a
warehouse and distribution facility near Atlanta, Georgia for $18.2 million
are variable based on the London Interbank Offered Rate (LIBOR). Such
contingent operating lease rental payments are forecasted transactions as
defined by SFAS No. 133, as amended. The interest rate swap agreements
effectively convert the interest-rate-contingent rental payments on the
operating leases from LIBOR to a fixed rate of 6.1%. The interest rate swap
agreements qualify as cash flow hedges and the notional amounts, interest
rates and terms of the swap agreements are consistent with the underlying
operating lease agreements they are intended to hedge and, therefore, there
is no hedge ineffectiveness. Gains or losses on the interest rate swap
agreements are included in other comprehensive income and are recognized in
cost of sales as part of shipping and distribution expense in the same
period as the hedged rental payments affect earnings.
The fair value of the interest rate swap agreements was determined based
upon the quoted market price for the same or similar financial instruments
and was included on the Consolidated Balance Sheet as Other Long-term
Liabilities, with the offset reflected in Accumulated Other Comprehensive
Loss, net of income taxes. The Corporations risk related to the
interest rate swap agreements is limited to the cost of replacing the
agreements at prevailing market rates.
Foreign Exchange Forward Contracts
The Corporation enters into foreign exchange forward contracts to hedge
transactions primarily related to firm commitments to purchase equipment,
certain raw materials and finished goods denominated in foreign currencies,
and to hedge payment of intercompany transactions with its non-domestic
subsidiaries. These contracts reduce currency risk from exchange rate
movements. Foreign currency price risks are hedged generally for periods
from 3 to 24 months.
-8-
Foreign exchange forward contracts are intended and effective as hedges of
firm, identifiable, foreign currency commitments. Since there is a direct
relationship between the foreign currency derivatives and the foreign
currency denomination of the transactions, foreign currency derivatives are
highly effective in hedging cash flows related to transactions denominated
in the corresponding foreign currencies. These contracts meet the criteria
for cash flow hedge accounting treatment and, accordingly, gains or losses
are included in other comprehensive income and are recognized in cost of
sales or selling, marketing and administrative expense in the same period
that the hedged items affect earnings.
The fair value of foreign exchange forward contracts was estimated by
obtaining quotes for future contracts with similar terms, adjusted where
necessary for maturity differences, and was included on the Consolidated
Balance Sheet as Accrued Liabilities with the offset reflected in
Accumulated Other Comprehensive Loss, net of income taxes.
Commodities Futures Contracts
In connection with the purchasing of cocoa, sugar, corn sweeteners, natural
gas and certain dairy products for anticipated manufacturing requirements,
the Corporation enters into commodities futures contracts as deemed
appropriate to reduce the effect of price fluctuations. Commodity price
risks are hedged generally for periods from 3 to 24 months. Commodities
futures contracts meet the hedge criteria and are accounted for as cash
flow hedges. Accordingly, gains and losses are included in other
comprehensive income and are recognized ratably in cost of sales in the
same period that the hedged raw material manufacturing requirements are
recorded in cost of sales.
In order to qualify as a hedge of commodity price risk, it must be
demonstrated that the changes in fair value of the commodities futures
contracts are highly effective in hedging price risks associated with
commodity purchases for manufacturing requirements. The assessment of hedge
effectiveness for commodities futures is performed on a quarterly basis by
calculating the change in switch values relative to open commodities
futures contracts being held and the number of futures contracts needed to
price raw material purchases for anticipated manufacturing requirements.
Effectiveness is also monitored by tracking changes in basis differentials
as discussed below. The prices of commodities futures contracts reflect
delivery to the same locations where the Corporation takes delivery of the
physical commodities and, therefore, there is no ineffectiveness resulting
from differences in location between the derivative and the hedged item.
Commodities futures contracts have been deemed to be highly effective in
hedging price risks associated with corresponding raw material purchases
for manufacturing requirements.
Because of the rollover strategy used for commodities futures contracts,
which is required by futures market conditions, some ineffectiveness may
result in hedging forecasted manufacturing requirements as futures
contracts are switched from nearby contract positions to contract positions
which are required to fix the price of raw material purchases for
manufacturing requirements. Hedge ineffectiveness may also result from
variability in basis differentials associated with the purchase of raw
materials for manufacturing requirements. Hedge ineffectiveness is measured
on a quarterly basis and the ineffective portion of gains or losses on
commodities futures is recorded currently in cost of sales in accordance
with SFAS No.133, as amended.
Exchange traded futures contracts are used to fix the price of physical
forward purchase contracts. Cash transfers reflecting changes in the value
of futures contracts are made on a daily basis and are included in
Accumulated Other Comprehensive Loss, net of income taxes, on the
Consolidated Balance Sheet. Such cash transfers will be offset by higher or
lower cash requirements for payment of invoice prices of raw materials and
energy requirements in the future. Futures contracts being held in excess
of the amount required to fix the price of unpriced physical forward
contracts are effective as hedges of anticipated manufacturing requirements
for each commodity. Physical commodity forward purchase contracts meet the
SFAS No. 133 definition of normal purchases and
sales and, therefore, are not considered derivative
instruments.
-9-
- COMPREHENSIVE INCOME
Comprehensive income consisted of the following:
For the Three Months Ended
--------------------------
September 30, 2001 October 1, 2000
------------------ ---------------
(in thousands of dollars)
Net income $ 120,762 $ 107,405
----------- ----------
Other comprehensive income (loss):
Foreign currency translation adjustments (10,200) (670)
Gains on cash flow hedging derivatives,
net of a tax provision of $5,143 8,424 ---
Add: Reclassification adjustments, net of a
tax provision of $3,133 5,267 ---
----------- ----------
Other comprehensive income (loss) 3,491 (670)
----------- ----------
Comprehensive income $ 124,253 $ 106,735
=========== ==========
For the Nine Months Ended
-------------------------
September 30, 2001 October 1, 2000
------------------ ---------------
(in thousands of dollars)
Net income $ 252,107 $ 218,581
----------- -----------
Other comprehensive income (loss):
Foreign currency translation adjustments (10,391) (5,749)
Gains on cash flow hedging derivatives,
net of a tax provision of $29,300 49,253 ---
Add: Reclassification adjustments, net of a
tax provision of $8,318 13,982 ---
----------- -----------
Other comprehensive income (loss) 52,844 (5,749)
----------- -----------
Comprehensive income $ 304,951 $ 212,832
=========== ===========
Reclassification adjustments from accumulated other comprehensive income to
income, for gains or losses on cash flow hedging derivatives, were
reflected in cost of sales. Gains on cash flow hedging derivatives
recognized in cost of sales as a result of hedge ineffectiveness were
approximately $1.0 million before tax in the third quarter with net gains
of $.8 million recognized in cost of sales for the nine months ended
September 30, 2001. No gains or losses were reclassified immediately from
accumulated other comprehensive income into income as a result of the
discontinuance of a hedge because it became probable that a hedged
forecasted transaction would not occur. There were no components of gains
or losses on cash flow hedging derivatives that were recognized immediately
in income because such components were excluded from the assessment of
hedge effectiveness.
On the Consolidated Balance Sheet as of September 30, 2001, Accumulated
Other Comprehensive Loss of $74.1 million, net of income taxes, principally
reflected foreign currency translation adjustments. The amount of
accumulated other comprehensive losses from cash flow hedging derivatives
as of September 30, 2001 was $7.0 million, net of income taxes. As of
September 30, 2001, the amount of net losses on cash flow hedging
derivatives, including foreign exchange forward contracts, interest rate
swap agreements and commodities futures contracts, expected to be
reclassified into earnings in the next twelve months was approximately $6.3
million after tax.
-10-
- INVENTORIES
The majority of inventories are valued under the last-in, first-out (LIFO)
method. The remaining inventories are stated at the lower of first-in,
first-out (FIFO) cost or market. Inventories were as follows:
September 30, 2001 December 31, 2000
------------------ -----------------
(in thousands of dollars)
Raw materials $ 284,777 $ 263,658
Goods in process 57,139 47,866
Finished goods 413,022 338,749
------------ ------------
Inventories at FIFO 754,938 650,273
Adjustment to LIFO (29,235) (45,100)
------------ ------------
Total inventories $ 725,703 $ 605,173
============ ============
- LONG-TERM DEBT
In August 1997, the Corporation filed a Form S-3 Registration Statement
under which it could offer, on a delayed or continuous basis, up to $500
million of additional debt securities. As of September 30, 2001, $250
million of debt securities remained available for issuance under the August
1997 Registration Statement.
- FINANCIAL INSTRUMENTS
The carrying amounts of financial instruments including cash and cash
equivalents, accounts receivable, accounts payable and short-term debt
approximated fair value as of September 30, 2001 and December 31, 2000,
because of the relatively short maturity of these instruments. The carrying
value of long-term debt, including the current portion, was $878.1 million
as of September 30, 2001, compared to a fair value of $962.3 million, based
on quoted market prices for the same or similar debt issues.
As of September 30, 2001, the Corporation had foreign exchange forward
contracts maturing primarily in 2001 and 2002 to purchase $41.8 million in
foreign currency, primarily British sterling and euros, and to sell $8.6
million in foreign currency, primarily Japanese yen, at contracted forward
rates.
The fair value of foreign exchange forward contracts is estimated by
obtaining quotes for future contracts with similar terms, adjusted where
necessary for maturity differences. As of September 30, 2001, the fair
value of foreign exchange forward contracts approximated the contract
value. The Corporation does not hold or issue financial instruments for
trading purposes.
In order to minimize its financing costs and to manage interest rate
exposure, the Corporation, from time to time, enters into interest rate
swap agreements. In February 2001, the Corporation entered into interest
rate swap agreements that effectively convert interest-rate-contingent
rental payments on certain operating leases from a variable to a fixed rate
of 6.1%.
Any interest rate differential on interest rate swap agreements is
recognized as an adjustment to interest expense over the term of each
agreement. As of September 30, 2001, the fair value of interest rate swap
agreements approximated the contract value. The Corporation's risk related
to interest rate swap agreements is limited to the cost of replacing such
agreements at prevailing market rates.
- PENDING ACCOUNTING PRONOUNCEMENTS
The Emerging Issues Task Force (EITF) of the FASB recently addressed
several issues related to the income statement classification of certain
sales incentives and marketing promotion programs. Consensuses reached on
EITF Issue No. 00-14, Accounting for Coupons, Rebates and Discounts, and
EITF Issue No. 00-25, Vendor Income Statement Characterization of
Consideration from a Vendor to a Retailer, require that certain consumer
and trade promotion expenses, such as consumer coupon redemption expense,
off-invoice allowances and various marketing performance funds currently
reported in selling, marketing, and administrative expense be recorded as a
reduction of net sales. These reclassifications are effective for the
quarter ending March 31, 2002. On an annualized basis, these costs and
allowances may range between $400 million and $425 million. These changes
will not affect the Corporation's
-11-
financial position or net income. Upon adoption, prior period amounts will
be reclassified to conform with the new requirements.
In June 2001, the FASB issued Statements of Financial Accounting Standards
No. 141, "Business Combinations" (SFAS No. 141), and No. 142, "Goodwill and
Other Intangible Assets" (SFAS No. 142). SFAS No. 141 changes the
accounting for business combinations, requiring that all business
combinations be accounted for using the purchase method and that intangible
assets be recognized as assets apart from goodwill if they arise from
contractual or other legal rights, or if they are separable or capable of
being separated from the acquired entity and sold, transferred, licensed,
rented, or exchanged. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001. SFAS No. 142 specifies the
financial accounting and reporting for acquired goodwill and other
intangible assets. Goodwill and intangible assets that have indefinite
useful lives will not be amortized but rather will be tested at least
annually for impairment. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001.
SFAS No. 142 requires that the useful lives of intangible assets acquired
on or before June 30, 2001 be reassessed and the remaining amortization
periods adjusted accordingly. Previously recognized intangible assets
deemed to have indefinite lives shall be tested for impairment. Goodwill
recognized on or before June 30, 2001, shall be assigned to one or more
reporting units and shall be tested for impairment as of the beginning of
the fiscal year in which SFAS No.142 is initially applied in its entirety.
The Corporation has not fully assessed the potential impact of the adoption
of SFAS No. 142 which is effective for the Corporation as of January 1,
2002. The reassessment of intangible assets must be completed during the
first quarter of 2002 and the assignment of goodwill to reporting units,
along with completion of the first step of the transitional goodwill
impairment tests, must be completed during the first six months of 2002.
The Corporation anticipates that the majority of the intangible assets and
goodwill recognized prior to July 1, 2001 will no longer be amortized
effective January 1, 2002. Total amortization of intangible assets and
goodwill for the year ended December 31, 2000, was $14.7 million.
- SHARE REPURCHASES
In October 1999, the Corporation's Board of Directors approved a share
repurchase program authorizing the repurchase of up to $200 million of the
Corporation's Common Stock. Under this program, a total of 2,388,586 shares
of Common Stock was purchased to date. As of September 30, 2001, a total of
44,420,608 shares were held as Treasury Stock and $84.2 million remained
available for repurchases of Common Stock under the repurchase program.
- SUBSEQUENT EVENT
On October 24, 2001, the Corporation announced initiatives to enhance its
future operating performance by focusing on: profitable, organic growth;
ongoing margin improvement; superior asset management; and a more
streamlined, results-driven organization. Business realignment charges to
support the initiatives totaling $275 million pre-tax, or $1.24 per share -
diluted, will be recorded in the fourth quarter of 2001 and in 2002. The
charges will include restructuring charges of $218 million or $.99 per
share - diluted and operating charges of $57 million or $.25 per share -
diluted. $1.08 per share - diluted is expected to be recorded in the fourth
quarter of 2001 and $.16 per share - diluted is expected to be recorded in
2002. These business realignment initiatives will generate ongoing annual
savings of $60 million to $65 million when fully implemented, which will be
reinvested to create enhanced marketing and selling capabilities. Cash
flows for the business will immediately increase as a result of these
initiatives.
The restructuring charges will include costs related to the elimination of
certain non-strategic brands, the elimination of underutilized capacity
through the closure of three manufacturing facilities and one distribution
center, realignment of the sales organization, a voluntary workforce
reduction program, and outsourcing the production of cocoa powder. The
operating charges will include costs related to selling off and reducing
raw material inventories, principally cocoa beans, no longer required to
support operations and write-downs of inventory related to products to be
discontinued.
-12-
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations - Third Quarter 2001 vs. Third Quarter 2000
Consolidated net sales for the third quarter increased from $1,196.8 million in
2000 to $1,304.2 million in 2001, an increase of 9% from the prior year. The
higher sales primarily reflected incremental sales from the newly acquired mint
and gum business, an increase in sales of base confectionery and grocery
products in North America, incremental sales from the introduction of new
confectionery products and selling price increases on certain packaged candy
products. These incremental sales were offset partially by the impact of
unfavorable foreign currency exchange rates, higher returns, discounts, and
allowances, and the divestiture of the Luden's throat drops business in
early September.
The consolidated gross margin increased from 41.8% in 2000 to 42.3% in 2001. The
increase in gross margin was achieved via improved supply chain efficiencies
including decreased costs for the disposal of aged inventory and reduced costs
for freight, distribution and warehousing. The profitability of the mint and gum
business also contributed to the higher gross margin in 2001. The impact of
these items was partially offset by higher manufacturing costs, primarily
related to higher labor rates and employee benefits costs, as well as start-up
costs associated with the installation of new manufacturing equipment, and
higher returns, discounts, and allowances. Selling, marketing and administrative
expenses increased by 13% in 2001, primarily reflecting selling, marketing and
administrative expenditures for the mint and gum business, increased
administrative expenses primarily resulting from higher staffing levels to
support sales activity in North American and international businesses, and
increased marketing expenditures associated with the introduction of new
confectionery products.
Net interest expense in the third quarter of 2001 was $3.0 million less than the
comparable period of 2000, reflecting a decrease in short-term interest expense
due to a decrease in the average short-term borrowing rates and reduced average
short-term borrowings.
Net income for the third quarter was $120.8 million compared to $107.4 million
for the third quarter of 2000, and net income per share - diluted was $.88 per
share compared to $.78 per share in the prior year. In September 2001, the
Corporation recorded a gain of $19.2 million, $1.1 million or $0.01 per
share-diluted after-tax, on the sale of its Luden's throat drops business.
Results of Operations - First Nine Months 2001 vs. First Nine Months 2000
Consolidated net sales for the first nine months increased from $3,026.1 million
in 2000 to $3,283.3 million in 2001, an increase of 9% from the prior year. The
higher sales primarily reflected incremental sales from the newly acquired mint
and gum business and from the introduction of new confectionery products, as
well as an increase in sales of base confectionery and grocery products in North
America, and increased international exports. These incremental sales were
offset partially by the impact of unfavorable foreign currency exchange rates,
the divestiture of the Luden's throat drops business, and higher returns,
discounts, and allowances.
The consolidated gross margin increased from 40.4% in 2000 to 41.9% in 2001. The
increase in gross margin resulted from decreased costs for freight, distribution
and warehousing, and certain major raw materials, primarily cocoa, as well as
improved supply chain efficiencies including decreased costs for the disposal of
aged inventory and obsolete packaging. The profitability of the mint and gum
business also contributed to the higher gross margin in 2001. The impact of
these items was partially offset by higher manufacturing costs, primarily
related to higher labor rates and employee benefits costs, as well as start-up
costs associated with the installation of new manufacturing equipment. Selling,
marketing and administrative expenses increased by 14% in 2001, primarily
reflecting selling, marketing and administrative expenditures for the mint and
gum business, increased administrative expenses primarily resulting from higher
staffing levels to support sales activity in North American and international
businesses, and increased marketing expenditures associated with the
introduction of new confectionery products. Selling, marketing and
administrative costs in 2000 included a one-time gain of $7.3 million arising
from the sale of certain corporate aircraft.
Net interest expense in the first nine months of 2001 was $4.2 million less than
the comparable period of 2000, reflecting a decrease in short-term interest
expense due to a decrease in average short-term borrowing rates and reduced
average short-term borrowings.
Net income for the first nine months was $252.1 million compared to $218.6
million in 2000, and net income per share - diluted was $1.83 per share compared
to $1.58 per share in the prior year. In September 2001, the Corporation
recorded a
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gain of $19.2 million, $1.1 million or $0.01 per share - diluted after-tax, on
the sale of its Luden's throat drops business. A higher gain for tax
purposes reflected the low tax basis of the goodwill, property, plant and
equipment, and other assets included in the sale, resulting in taxes on the gain
of $18.1 million. Prior year net income included an after-tax gain of $4.5
million, or $.03 per share - diluted, on the sale of certain corporate aircraft.
Liquidity and Capital Resources
Historically, the Corporation's major source of financing has been cash
generated from operations. Domestic seasonal working capital needs, which
typically peak during the summer months, generally have been met by issuing
commercial paper. During the first nine months of 2001, the Corporation's cash
and cash equivalents increased by $17.2 million. Cash provided from operating
activities was sufficient to finance capital additions and capitalized software
additions of $120.6 million, pay cash dividends of $114.6 million, and finance
the repurchase of $40.3 million of the Corporation's Common Stock. Changes in
cash flows provided from (used by) inventories and other assets and liabilities
exclude the impact of adjustments required by the adoption of SFAS No. 133. Cash
provided from other assets and liabilities of $170.2 million primarily reflected
commodities transactions and increases in accrued income taxes and accrued
liabilities for payroll and employee benefits, partially offset by a $75.0
million contribution to the Corporation's domestic pension plans.
Investing activities included capital additions, a business acquisition, and a
business divestiture. In July 2001, the Corporation's Brazilian subsidiary,
Hershey do Brasil, acquired the chocolate and confectionery business of Visagis
for $17.1 million. In September 2001, the Luden's throat drops business was sold
for $59.9 million in cash.
The ratio of current assets to current liabilities was 1.7:1 as of September 30,
2001 and December 31, 2000. The Corporation's capitalization ratio (total
short-term and long-term debt as a percent of stockholders' equity, short-term
and long-term debt) was 47% as of September 30, 2001, and 49% as of December 31,
2000.
Subsequent Event
On October 24, 2001, the Corporation announced initiatives to enhance its future
operating performance by focusing on: profitable, organic growth; ongoing margin
improvement; superior asset management; and a more streamlined, results-driven
organization. Business realignment charges to support the initiatives totaling
$275 million pre-tax, or $1.24 per share - diluted, will be recorded in the
fourth quarter of 2001 and in 2002. The charges will include restructuring
charges of $218 million or $.99 per share - diluted and operating charges of $57
million or $.25 per share - diluted. $1.08 per share - diluted is expected to be
recorded in the fourth quarter of 2001 and $.16 per share - diluted is expected
to be recorded in 2002. These business realignment initiatives will generate
ongoing annual savings of $60 million to $65 million when fully implemented,
which will be reinvested to create enhanced marketing and selling capabilities.
Cash flows for the business will immediately increase as a result of these
initiatives.
The restructuring charges will include costs related to the elimination of
certain non-strategic brands, the elimination of underutilized capacity through
the closure of three manufacturing facilities and one distribution center,
realignment of the sales organization, a voluntary workforce reduction program,
and outsourcing the production of cocoa powder. The operating charges will
include costs related to selling off and reducing raw material inventories,
principally cocoa beans, no longer required to support operations and
write-downs of inventory related to products to be discontinued.
Safe Harbor Statement
The nature of the Corporation's operations and the environment in which it
operates subject it to changing economic, competitive, regulatory and
technological conditions, risks and uncertainties. In connection with the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995, the Corporation notes the following factors which, among others,
could cause future results to differ materially from the forward-looking
statements, expectations and assumptions expressed or implied herein. Many of
the forward-looking statements contained in this document may be identified by
the use of forward-looking words such as believe,
expect, anticipate, should,
planned, estimated, and potential, among
others. Factors which could cause results to differ include, but are not limited
to: changes in the confectionery and grocery business environment, including
actions of competitors and changes in consumer preferences; changes in
governmental laws and regulations, including taxes; market demand for new and
existing products; changes in raw material and other costs; the
Corporation's ability to implement improvements and to reduce costs
associated with the Corporation's distribution operations; pension cost factors,
such as actuarial assumptions and employee retirement decisions; and the
Corporation's ability to sell certain assets at targeted values.
-14-
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The potential loss in fair value of foreign exchange forward contracts and
interest rate swap agreements resulting from a hypothetical near-term adverse
change in market rates of ten percent was not material as of September 30, 2001.
The market risk resulting from a hypothetical adverse market price movement of
ten percent associated with the estimated average fair value of net commodity
positions decreased from $3.0 million as of December 31, 2000, to ($2.5) million
as of September 30, 2001. Market risk represents 10% of the estimated average
fair value of net commodity positions at four dates prior to the end of each
period.
-15-
PART II - OTHER INFORMATION
Items 2 through 5 have been omitted as not applicable.
Item 1 - Legal Proceedings
Effective October 1, 2001, the Corporation negotiated a settlement with the
Internal Revenue Service (IRS) of Notices of Proposed Deficiency associated
with its Corporate Owned Life Insurance (COLI) program. The resulting Closing
Agreement with the IRS limited the COLI interest expense deductions for all
applicable tax years and resulted in the surrender of all insurance policies,
thereby ending the COLI program. The settlement is a complete resolution of all
federal and state tax aspects of this program. This resolution will not impact
the Corporation's effective income tax rate. The Corporation has no other
material pending legal proceedings, other than ordinary routine litigation
incidental to its business.
Item 6 - Exhibits and Reports on Form 8-K
a) Exhibits
The following items are attached and incorporated herein by reference:
Exhibit 12 - Statement showing computation of ratio of earnings to fixed
charges for the nine months ended September 30, 2001 and October 1, 2000.
b) Reports on Form 8-K
No reports on Form 8-K were filed during the three-month period ended
September 30, 2001. However, a report on Form 8-K was furnished on October
24, 2001, in which the Corporation announced initiatives to enhance its
future operating performance and business realignment charges to support
the initiatives.
-16-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
HERSHEY FOODS CORPORATION
(Registrant)
Date November 7, 2001 /s/ Frank Cerminara
Frank Cerminara
Senior Vice President and
Chief Financial Officer
Date November 7, 2001 /s/ David W.Tacka
David W. Tacka
Vice President, Corporate Controller and
Chief Accounting Officer
-17-
EXHIBIT INDEX
Exhibit 12 Computation of Ratio of Earnings to Fixed Charges
-18-
EXHIBIT 12
HERSHEY FOODS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in thousands of dollars except for ratios)
(Unaudited)
For the Nine Months Ended
September 30, October 1,
2001 2000
Earnings:
Income before income taxes $ 419,560 $ 357,741
Add (deduct):
Interest on indebtedness 54,233 59,953
Portion of rents representative of the
interest factor (a) 11,506 9,630
Amortization of debt expense 348 367
Amortization of capitalized interest 3,165 3,178
---------- ----------
Earnings as adjusted $ 488,812 $ 430,869
========== ==========
Fixed Charges:
Interest on indebtedness $ 54,233 $ 59,953
Portion of rents representative of the
interest factor (a) 11,506 9,630
Amortization of debt expense 348 367
Capitalized interest 1,433 20
---------- ----------
Total fixed charges $ 67,520 $ 69,970
========== ==========
Ratio of earnings to fixed charges 7.24 6.16
========== ==========
NOTE:
(a) Portion of rents representative of the interest factor consists of all
rental expense pertaining to operating leases used to finance the purchase
or construction of warehouse and distribution facilities, and one-third of
rental expense for other operating leases.