UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
OR
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES |
For the transition period from ___________to__________
Commission file number: 1-183
HERSHEY FOODS
CORPORATION
100 Crystal A Drive
Hershey, PA
17033
Registrant's telephone number:
717-534-6799
State of
Incorporation |
IRS Employer Identification
No. |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Common Stock, $1 par value - 106,205,984 shares, as of July 26,
2002. Class B Common Stock, $1 par value - 30,424,308 shares, as of
July 26, 2002.
Exhibit Index - Page 20
-1-
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 -------------------------- June 30, July 1, 2002 2001 -------- ------- Net Sales $ 823,462 $ 817,326 ----------- ----------- Costs and Expenses: Cost of sales 509,991 517,258 Selling, marketing and administrative 195,875 200,517 Business realignment charge, net 1,976 - ----------- ----------- Total costs and expenses 707,842 717,775 ----------- ----------- Income before Interest and Income Taxes 115,620 99,551 Interest expense, net 15,863 16,927 ------------ ---------- Income before Income Taxes 99,757 82,624 Provision for income taxes 36,609 30,185 ----------- ----------- Net Income $ 63,148 $ 52,439 =========== =========== Net Income Per Share-Basic $ .46 $ .38 =========== =========== Net Income Per Share-Diluted $ .46 $ .38 =========== =========== Average Shares Outstanding-Basic 136,831 136,410 =========== =========== Average Shares Outstanding-Diluted 138,002 137,820 =========== =========== 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 Six Months Ended ------------------------ June 30, July 1, 2002 2001 -------- ------- Net Sales $ 1,811,968 $ 1,805,328 ---------- ---------- Costs and Expenses: Cost of sales 1,134,015 1,155,213 Selling, marketing and administrative 398,616 406,408 Business realignment charge, net 10,738 - ---------- ---------- Total costs and expenses 1,543,369 1,561,621 ---------- ---------- Income before Interest and Income Taxes 268,599 243,707 Interest expense, net 31,328 34,224 ---------- ---------- Income before Income Taxes 237,271 209,483 Provision for income taxes 87,078 78,138 ---------- ---------- Net Income $ 150,193 $ 131,345 ========== ========== Net Income Per Share-Basic $ 1.10 $ .96 ========== ========== Net Income Per Share-Diluted $ 1.09 $ .95 ========== ========== Average Shares Outstanding-Basic 136,765 136,580 ========== ========== Average Shares Outstanding-Diluted 138,062 138,034 ========== ========== Cash Dividends Paid per Share: Common Stock $ .605 $ .560 ========== ============ Class B Common Stock $ .545 $ .505 ========== ========== The accompanying notes are an integral part of these statements.-3-
HERSHEY FOODS CORPORATION CONSOLIDATED BALANCE SHEETS JUNE 30, 2002 AND DECEMBER 31, 2001 (in thousands of dollars) ASSETS 2002 2001 ---------- ---------- Current Assets: Cash and cash equivalents $ 184,790 $ 134,147 Accounts receivable - trade 279,543 361,726 Inventories 641,293 512,134 Deferred income taxes 58,488 96,939 Prepaid expenses and other 92,428 62,595 ----------- ------------ Total current assets 1,256,542 1,167,541 ----------- ------------ Property, Plant and Equipment, at cost 2,928,944 2,900,756 Less-accumulated depreciation and amortization (1,423,577) (1,365,855) ----------- ------------- Net property, plant and equipment 1,505,367 1,534,901 ----------- ------------- Goodwill 382,276 388,702 Other Intangibles 40,161 40,426 Other Assets 104,303 115,860 ----------- ------------- Total assets $ 3,288,649 $ 3,247,430 =========== ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 134,258 $ 133,049 Accrued liabilities 342,300 462,901 Accrued income taxes 41,429 2,568 Short-term debt 7,733 7,005 Current portion of long-term debt 510 921 ----------- ------------- Total current liabilities 526,230 606,444 Long-term Debt 868,485 876,972 Other Long-term Liabilities 361,191 361,041 Deferred Income Taxes 240,205 255,769 ----------- ------------- Total liabilities 1,996,111 2,100,226 ----------- ------------- Stockholders' Equity: Preferred Stock, shares issued: none in 2002 and 2001 --- --- Common Stock, shares issued: 149,522,564 in 2002 and 149,517,064 in 2001 149,522 149,516 Class B Common Stock, shares issued: 30,428,308 in 2002 and 30,433,808 in 2001 30,428 30,434 Additional paid-in capital (2,286) 3,263 Unearned ESOP compensation (14,370) (15,967) Retained earnings 2,824,614 2,755,333 Treasury-Common Stock shares at cost: 43,325,880 in 2002 and 44,311,870 in 2001 (1,646,064) (1,689,243) Accumulated other comprehensive loss (49,306) (86,132) ----------- ------------- Total stockholders' equity 1,292,538 1,147,204 ----------- ------------- Total liabilities and stockholders' equity $ 3,288,649 $ 3,247,430 =========== ============= The accompanying notes are an integral part of these balance sheets.-4-
HERSHEY FOODS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of dollars) For the Six Months Ended ------------------------ June 30, July 1, 2002 2001 ---- ---- Cash Flow Provided from (Used by) Operating Activities Net Income $ 150,193 $ 131,345 Adjustments to Reconcile Net Income to Net Cash Provided from Operations: Depreciation and amortization 91,023 94,204 Deferred income taxes (6,707) 3,263 Business realignment initiatives 10,738 - Changes in assets and liabilities, net of effects from business divestiture: Accounts receivable - trade 82,183 123,163 Inventories (126,459) (210,235) Accounts payable 1,209 6,634 Other assets and liabilities (51,454) 19,029 ----------- --------- Net Cash Flows Provided from Operating Activities 150,726 167,403 ----------- --------- Cash Flows Provided from (Used by) Investing Activities Capital additions (48,719) (78,586) Capitalized software additions (5,263) (3,085) Proceeds from business divestiture 12,000 - Other, net 18,198 14,675 ---------- --------- Net Cash Flows (Used by) Investing Activities (23,784) (66,996) ---------- --------- Cash Flows Provided from (Used by) Financing Activities Net increase in short-term debt 728 20,249 Long-term borrowings - 354 Repayment of long-term debt ( 8,976) (359) Cash dividends paid (80,912) (74,536) Exercise of stock options 62,603 18,844 Incentive plan transactions (49,742) (46,256) Repurchase of Common Stock - (29,601) ---------- --------- Net Cash Flows (Used by) Financing Activities (76,299) (111,305) ---------- --------- Increase (Decrease) in Cash and Cash Equivalents 50,643 (10,898) Cash and Cash Equivalents, beginning of period 134,147 31,969 ---------- --------- Cash and Cash Equivalents, end of period $ 184,790 $ 21,071 ========== =========
Interest Paid $ 32,494 $ 35,998 ========== ========= Income Taxes Paid $ 26,983 $ 50,999 ========== ========= The accompanying notes are an integral part of these statements.
-5-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-6-
-7-
New 2002 charges 2002 Balance 1st Qtr 1st Qtr 2nd Qtr Balance Accrued Liabilities 12/31/01 Utilization 2002 Utilization 6/30/02 ------------------- -------- ----------- ---- ----------- ------- (In thousands of dollars) Asset management improvements $ 2,700 $ (396) $ - $ (1,372) $ 932 Product line rationalization 15,529 (408) 115 (10,008) 5,228 Supply chain efficiency improvements 8,300 (623) 100 (484) 7,293 Voluntary work force reduction program 8,860 (5,541) - (1,650) 1,669 -------- -------- ------ ------- -------- Total $ 35,389 $ (6,968) $ 215 $(13,514) $ 15,122 ======== ======== ===== ======= =======Cash payments totaling $7.0 million were recorded against the liability in the first quarter, primarily related to severance payments associated with the enhanced mutual separation program and supply chain efficiency improvements. Other cash payments recorded against the liability were related to outsourcing the manufacture of certain ingredients and the realignment of the Corporations sales organizations. New charges during the quarter related to realignment of the Corporations sales organizations and termination benefits.
2002 2002 Balance 1st Qtr 2nd Qtr Balance Asset Impairment Write-down 12/31/01 Utilization Utilization 6/30/02 --------------------------- -------- ----------- ----------- ------- (In thousands of dollars) Asset management improvements $ 2,600 $(1,844) $ - $ 756 Product line rationalization 5,000 - (1,201) 3,799 Supply chain efficiency improvements 37,700 (7,807) (226) 29,667 -------- ------- ------ ------- Total $ 45,300 $ (9,651) $ (1,427) $ 34,222 ======== ======= ====== =======Asset write-offs of $9.7 million were recorded against the reserve during the first quarter, associated with the outsourcing of manufacturing for certain ingredients and the closure of manufacturing facilities. Asset write-offs of $1.4 million were recorded against the reserve during the second quarter associated with the Farleys and Sathers sale and the closure of manufacturing facilities. This reserve was included as part of accumulated depreciation.
For the Six Months Ended ------------------------ June 30, 2002 July 1, 2001 ------------- ------------ (in thousands of dollars) Interest expense $ 32,729 $ 36,633 Interest income (910) (1,559) Capitalized interest (491) (850) ------- -------- Interest expense, net $ 31,328 $ 34,224 ======= =======
-8-
For the Three Months Ended For the Six Months Ended -------------------------- ------------------------ 6/30/02 7/1/01 6/30/02 7/1/01 ------- ------ ------- ------ (in thousands of dollars except per share amounts) Net income $ 63,148 $ 52,439 $ 150,193 $ 131,345 ======= ======= ========== ======== Weighted-average shares-basic 136,831 136,410 136,765 136,580 Effect of dilutive securities: Employee stock options 1,064 1,364 1,189 1,407 Performance and restricted stock units 107 46 108 47 -------- -------- ---------- -------- Weighted-average shares - diluted 138,002 137,820 138,062 138,034 ======== ======== ========== ======== Net income per share - basic $ 0.46 $ 0.38 $ 1.10 $ .96 ======== ======= ========== ======== Net income per share-diluted $ 0.46 $ 0.38 $ 1.09 $ .95 ======== ======= ========== ========Employee stock options for 1,332,405 shares and 1,963,950 shares were anti-dilutive and were excluded from the earnings per share calculation for the three months and six months ended June 30, 2002 and for the three months and six months ended July 1, 2001, respectively.
-9-
For the Three Months Ended For the Six Months Ended -------------------------- ------------------------ 6/30/02 7/1/01 6/30/02 7/1/01 ------- ------ ------- ------ (in thousands of dollars except per share amounts) Reported net income: $ 63,148 $ 52,439 $ 150,193 $ 131,345 Add back: Goodwill amortization 2,649 5,562 Add back: Trademark amortization 348 725 ---------- --------- ---------- ---------- Adjusted net income $ 63,148 $ 55,436 $ 150,193 $ 137,632 ========= ========= ========== ========== Basic earnings per share: Reported net income $ .46 $ .38 $ 1.10 $ .96 Goodwill amortization .02 .04 Trademark amortization .01 .01 ---------- ---------- ---------- ---------- Adjusted net income $ .46 $ .41 $ 1.10 $ 1.01 ========== ========== ========== ========== Diluted earnings per share: Reported net income $ .46 $ .38 $ 1.09 $ .95 Goodwill amortization .02 .04 Trademark amortization - .01 ---------- ---------- ---------- ---------- Adjusted net income $ .46 $ .40 $ 1.09 $ 1.00 ========== ========== ========== ==========
For Three Months Ended For the Six Months Ended ---------------------- ------------------------ 6/30/02 7/1/01 6/30/02 7/1/01 ------- ------ ------- ------ (in thousands of dollars except per share amounts) Net income $ 63,148 $ 52,439 $ 150,193 $ 131,345 ------- ------- ------- ------- Other comprehensive income (loss): Foreign currency translation adjustments (2,414) 7,052 (2,112) (191) Minimum pension liability adjustments, net of tax (35,137) - (12,405) - Gains (losses) on cash flow hedging derivatives, net of tax 40,772 (26,022) 58,306 40,269 Add: Reclassification adjustments, net of tax (3,861) 4,461 (6,963) 8,691 ------- -------- -------- -------- Other comprehensive income (640) (14,509) 36,826 48,769 ------- -------- -------- -------- Comprehensive income $ 62,508 $ 37,930 $ 187,019 $ 180,114 ======= ======== ======== ========
-10-
Foreign Minimum Gains (Losses) Accumulated Currency Pension on Cash Flow Other Translation Liability Hedging Reclassification Comprehensive Adjustments Adjustments Derivatives Adjustments Income (Loss) - ---------------------------------------------------------------------------------------------------------------- (In thousands of dollars) Balance as of 12/31/01 $(62,545) $(35,135) $ 11,548 $ - $(86,132) Current period credit (charge), gross (2,112) (20,709) 91,936 (11,000) 58,115 Income tax benefit (expense) - 8,304 (33,630) 4,037 (21,289) ------- ------- ------- ------- ------- Balance as of 6/30/02 $(64,657) $(47,540) $ 69,854 $ (6,963) $(49,306) ======= ======= ======= ======= =======As of June 30, 2002, the amount of net after-tax gains 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 were approximately $20.3 million, compared to net after-tax losses on cash flow hedging derivatives to be reclassified into earnings in the next twelve months of $15.1 million as of July 1, 2001.
June 30, 2002 December 31, 2001 ------------- ----------------- (in thousands of dollars) Raw materials $ 240,130 $ 160,343 Goods in process 55,724 51,184 Finished goods 397,817 354,100 -------- -------- Inventories at FIFO 693,671 565,627 Adjustment to LIFO (52,378) (53,493) -------- -------- Total inventories $ 641,293 $ 512,134 ======== ========The increase in raw material inventories as of June 30, 2002 reflected the seasonal timing of deliveries to support manufacturing requirements. Raw material inventories were $240.1 million as of June 30, 2002 compared to $318.0 million as of July 1, 2001.
-11-
-12-
Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition
Results of Operations - Second Quarter 2002 vs. Second Quarter 2001Consolidated net sales for the second quarter increased from $817.3 million in 2001 to $823.5 million in 2002. The increase over the prior year primarily reflected higher sales resulting from: increases in sales of key confectionery brands in the United States, including new products and line extensions, and selected confectionery selling price increases. These increases were substantially offset by lower sales resulting from higher returns, discounts and allowances, and the rationalization of certain under-performing brands, including the discontinuance of the Corporations aseptically packaged drink products in the United States and the divestiture of the Ludens throat drop business in September 2001.
The consolidated gross margin increased from 36.7% in 2001 to 38.1% in 2002. The increase reflected decreased costs for certain major raw materials, primarily milk and peanuts, a more profitable sales mix and selected confectionery selling price increases. The impact of these items was partially offset by higher returns, discounts, and allowances, which were higher as a percentage of sales compared to the prior year. Selling, marketing and administrative expenses decreased by 2% in 2002, primarily reflecting the elimination of goodwill amortization in 2002. Excluding the impact of goodwill amortization in 2001, selling, marketing and administrative expenses in 2002 were flat compared to 2001. Lower salary expense associated with reduced staffing resulting from the Corporations early retirement program was offset by the cost of studies related to developing marketing strategies and cost efficiencies and expenses resulting from the work stoppage of union employees during the second quarter.
Net interest expense in the second quarter of 2002 was $1.1 million less than the comparable period of 2001, primarily 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 second quarter increased $10.7 million, or 20%, from 2001 to 2002, and net income per share - diluted increased $.08, or 21%. Excluding the after-tax effect of the business realignment initiatives recorded in 2002, as well as the after-tax effect of goodwill amortization in 2001, net income for the second quarter increased $9.3 million, or 17%, from 2001 to 2002, and net income per share - diluted increased $.07, or 18%.
Results of Operations - First Six Months 2002 vs. First Six Months 2001
Consolidated net sales for the first six months increased from $1,805.3 million in 2001 to $1,812.0 million in 2002. The sales increase primarily reflected increases in sales of key confectionery brands in the United States, including new products and line extensions, selected confectionery selling price increases, and incremental sales from Visagis, the Brazilian chocolate and confectionery business acquired in July 2001. These sales increases were substantially offset by lower sales resulting from higher promotion allowances and returns, discounts, and allowances, the rationalization of certain under-performing brands, including the divestiture of the Ludens throat drop business in September 2001, and the timing of the acquisition of the Nabisco Inc. gum and mint business which resulted in incremental sales in the first six months of 2001 compared to the same period of 2002.
The consolidated gross margin increased from 36.0% in 2001 to 37.4% in 2002. The increase in gross margin primarily reflected decreased costs for certain major raw materials, primarily milk and cocoa, higher profitability resulting from the mix of confectionery items sold in 2002 compared with sales in 2001 and selected confectionery selling price increases. These increases in gross margin were partially offset by higher promotion allowances and returns, discounts, and allowances, both of which were higher as a percentage of sales compared to the prior year. Selling, marketing and administrative expenses decreased by 2% in 2002, primarily reflecting the elimination of goodwill amortization in 2002. Excluding the impact of goodwill amortization in 2001, selling, marketing, and administrative expenses in 2002 were flat compared to 2001.
Net interest expense in the first six months of 2002 was $2.9 million less than the comparable period of 2001, primarily 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
six months of 2002 was $150.2 million compared to $131.3 million in 2001 and net
income per share-diluted was $1.09 per share compared to $ .95 per share in the
prior year. Excluding the after-tax effect of the business realignment
initiatives recorded in 2002, as well as the after-tax effect of goodwill
amortization in 2001, net
-13-
income for the first six months increased $19.9
million, or 14%, from 2001 to 2002 and net income per share - diluted increased
$.14, or 14%.
Business Realignment Initiatives
In late October 2001, the Corporations Board of Directors approved a plan to improve the efficiency and profitability of the Corporations operations. The plan included asset management improvements, product line rationalization, supply chain efficiency improvements and a voluntary work force reduction program (VWRP). As of June 30, 2002, the estimated costs for the business realignment initiatives are expected to be slightly higher than planned, as higher pension settlement costs associated with the VWRP which are recorded as incurred, are expected to more than offset the impact of the greater than expected proceeds from the Farleys and Sathers sale. A favorable adjustment of $4.4 million resulting from the greater than expected proceeds was recorded during the second quarter and included in the net business realignment charge. As of June 30, 2002, there have been no significant changes to the estimated savings for the business realignment initiatives. The major components of these initiatives remain on schedule for completion by the fourth quarter of 2002.Asset management improvements included the decision to outsource the manufacture of certain ingredients and the related removal and disposal of machinery and equipment related to the manufacture of these ingredients. As a result of this outsourcing, the Corporation was able to significantly reduce raw material inventories, primarily cocoa beans and cocoa butter, in the fourth quarter of 2001. The remaining portion of the project was substantially completed during the first quarter of 2002.
Product line rationalization plans included the sale or exit of certain businesses, the discontinuance of certain non-chocolate confectionery products and the realignment of the Corporations sales organizations. Costs associated with the realignment of the sales organizations related primarily to sales office closings and terminating the use of certain sales brokers. During the first and second quarters of 2002, sales offices were closed as planned and the use of certain sales brokers was discontinued. During the second quarter, the sale of a group of Hersheys non-chocolate confectionery candy brands to Farleys & Sathers Candy Company, Inc. was completed. Included in the transaction were the HEIDE®, JUJYFRUITS®, WUNDERBEANS® and AMAZIN FRUIT® trademarked confectionery brands, as well as the rights to sell CHUCKLES® branded products, under license. Also, during the second quarter the Corporation discontinued the sale of its aseptically packaged drink products in the United States. Sales associated with these brands during the first and second quarters are included in Note 2.
To improve supply chain efficiency and profitability, three manufacturing facilities, a distribution center and certain other facilities were planned to be closed. These included manufacturing facilities in Denver, Colorado; Pennsburg, Pennsylvania; and Palmyra, Pennsylvania and a distribution center and certain minor facilities located in Oakdale, California. During the first quarter of 2002, the manufacturing facility in Palmyra, Pennsylvania was closed and additional costs were recorded, as incurred, relating to retention payments. In addition, asset disposals relating to the closure of the three manufacturing plants were begun. During the second quarter, operations utilizing the distribution center in Oakdale, California ceased and asset write-offs relating to the closure of the three manufacturing plants continued.
In October 2001, the Corporation offered the VWRP to certain eligible employees in the United States, Canada and Puerto Rico in order to reduce staffing levels and improve profitability. The VWRP consisted of an early retirement program which provided enhanced pension, post - retirement and certain supplemental benefits and an enhanced mutual separation program which provided increased severance and temporary medical benefits. A reduction of approximately 500 employees occurred during the first six months of 2002 as a result of the VWRP. Additional pension settlement costs of $8.6 million and $6.4 million before tax were recorded in the first and second quarters of 2002, respectively, principally associated with lump sum payments of pension benefits.
Liquidity and Capital Resources
Historically, the Corporations 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 six months of 2002, the Corporations cash and cash equivalents increased by $50.6 million. Also during the period, the Corporation contributed $129.7 million to its domestic pension plans. Cash provided from operations was sufficient to fund dividend payments of $80.9 million and capital expenditures and capitalized software additions totaling $54.0 million. Cash used by other assets and liabilities of $51.5 million, primarily reflected pension plan contributions, partially offset by commodities transactions. Cash provided from other assets and liabilities in the second quarter of 2001 of $19.0 million was principally the result of commodities transactions, partially offset by a pension plan contribution and lower accrued liabilities associated with marketing programs.
-14-
In order to improve the funded status of the Corporations domestic pension plans, a contribution of $75.0 million was made in February 2001. Additional contributions of $95.0 million, $75.0 million and $54.7 million were made in December 2001 and in March and June 2002, respectively, to fund payments related to the early retirement program and to improve the funded status. These contributions were funded by cash from operations.
The ratio of current assets to current liabilities was 2.4:1 as of June 30, 2002, and 1.9:1 as of December 31, 2001. The Corporations capitalization ratio (total short-term and long-term debt as a percent of stockholders equity, short-term and long-term debt) was 40% as of June 30, 2002, and 44% as of December 31, 2001.
Other Matters
A collective bargaining agreement covering approximately 3,000 employees at two of the Corporations principal plants in Hershey, Pennsylvania expired in November 2001. On February 27, 2002, the employees voted not to ratify a new contract offer, despite recommendations by their union negotiating committee and executive board to approve the new contract. On April 17, 2002, the employees voted again not to ratify an amended contract offer following the rejection of that offer by the union negotiating committee. The Corporation and union representatives continued negotiations with the assistance of a federal mediator, but no settlement was reached and the employees went on strike beginning April 26, 2002. The strike ended on June 6, 2002, when the employees voted to ratify a new contract, with employees returning to work beginning on June 8, 2002. The work stoppage did not have a material impact on the Corporations results of operations for the second quarter.
On July 25, 2002, the Corporation confirmed that the Milton Hershey School Trust, which controls 77% of the voting power of the Corporations Common Stock, has informed the Corporation that is has decided to diversify its holdings and in this regard wants Hershey Foods to explore a sale of the entire Corporation. There can be no assurance that any transaction will be agreed upon or, if agreed upon, that it will be consummated.
Safe Harbor Statement
The nature of the Corporations 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 Corporations ability to implement improvements to and reduce costs associated with the Corporations distribution operations; pension cost factors, such as actuarial assumptions and employee retirement decisions; the Corporations ability to sell certain assets at targeted values; and the outcome of the exploration of the sale of the Corporation.
-15-
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 decreased from $.3 million as of December 31, 2001, to $.2 million as of June 30, 2002. 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 $4.7 million as of December 31, 2001, to $3.2 million as of June 30, 2002. Market risk represents 10% of the estimated average fair value of net commodity positions at four dates prior to the end of each period.
-16-
PART II - OTHER INFORMATION
Items 1 through 3 have been omitted as not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
Hershey Foods Corporations Annual Meeting of Stockholders was held on April 30, 2002. The following directors were elected by the holders of Common Stock and Class B Common Stock, voting together without regard to class:
Name Votes For Votes Withheld ---- --------- -------------- Robert H. Campbell 399,144,000 1,755,031 Bonnie G. Hill 398,987,193 1,911,838 J. Robert Hillier 399,554,935 1,344,096 John C. Jamison 399,098,347 1,800,684 Richard H. Lenny 381,477,773 19,421,258 Mackey J. McDonald 399,595,831 1,303,200 John M. Pietruski 399,319,313 1,579,718 The following directors were elected by the holders of the Common Stock voting as a class: Name Votes For Votes Withheld ---- --------- -------------- Jon A. Boscia 95,617,590 1,814,161 Gary P. Coughlan 95,651,939 1,779,812
Holders of the Common Stock and the Class B Common Stock voting together rejected the appointment of Arthur Andersen LLP as independent auditors for 2002. Stockholders cast 324,135,965 votes AGAINST the appointment, 75,321,028 votes FOR the appointment, and ABSTAINED from casting 1,453,031 votes on the appointment of accountants.
Holders of the Common Stock and the Class B Common Stock voting together approved the amendments to the Key Employee Incentive Plan. Stockholders cast 370,227,697 votes FOR the amendments, 14,196,514 AGAINST the amendments, and ABSTAINED from casting 1,679,717 votes on the amendments.
No other matters were submitted for stockholder action.
Item 5 - Other Information
A collective bargaining agreement covering approximately 3,000 employees at two of the Corporations principal plants in Hershey, Pennsylvania expired in November 2001. On February 27, 2002, the employees voted not to ratify a new contract offer, despite recommendations by their union negotiating committee and executive board to approve the new contract. On April 17, 2002, the employees voted again not to ratify an amended contract offer following the rejection of that offer by the union negotiating committee. The Corporation and union representatives continued negotiations with the assistance of a federal mediator, but no settlement was reached and the employees went on strike beginning April 26, 2002. The strike ended on June 6, 2002, when the employees voted to ratify a new contract, with employees returning to work beginning on June 8, 2002. The work stoppage did not have a material impact on the Corporations results of operations for the second quarter.
-17-
Item 6 - Exhibits and Reports on Form 8-K
a) Exhibits
The following item is attached and incorporated herein by reference:
Exhibit 12 - Statement showing computation of ratio of earnings to fixed charges for the six months ended June 30, 2002 and July 1, 2001.
b) Reports on Form 8-K
A report on Form 8-K was filed on April 30, 2002, announcing that the Board of Directors, upon the recommendation of its Audit Committee, approved the dismissal of Arthur Andersen LLP as the Corporations independent auditors.
A report on Form 8-K was filed on May 10, 2002, announcing that the Board of Directors, upon the recommendation of its Audit Committee, engaged KPMG LLP as the Corporations independent auditors.
A report on Form 8-K was filed on July 25, 2002, confirming that the Milton Hershey School Trust, which controls 77% of the voting power of the Corporations Common Stock, has informed the Corporation that it has decided to diversify its holdings and in this regard wants Hershey Foods to explore a sale of the entire Corporation. There can be no assurance that any transaction will be agreed upon or, if agreed upon, that it will be consummated.
-18-
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 August 7, 2002 /s/ Frank Cerminara Frank Cerminara Senior Vice President, Chief Financial Officer Date August 7, 2002 /s/ David W.Tacka David W. Tacka Vice President, Corporate Controller and Chief Accounting Officer
-19-
EXHIBIT INDEX
Exhibit 12 Computation of Ratio of Earnings to Fixed Charges
-20-
EXHIBIT 12
HERSHEY FOODS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in thousands of dollars except for ratios)
(Unaudited)
For the Six Months Ended
June 30, July 1,
2002 2001
Earnings:
NOTE:
Income before income taxes $ 237,271 $ 209,483
Add (deduct):
Interest on indebtedness 32,238 35,783
Portion of rents representative of the
interest factor (a) 7,152 7,465
Amortization of debt expense 232 232
Amortization of capitalized interest 2,092 2,110
-------- -------
Earnings as adjusted $ 278,985 $ 255,073
======== =======
Fixed Charges:
Interest on indebtedness $ 32,238 $ 35,783
Portion of rents representative of the
interest factor (a) 7,152 7,465
Amortization of debt expense 232 232
Capitalized interest 491 850
-------- --------
Total fixed charges $ 40,113 $ 44,330
======== ========
Ratio of earnings to fixed charges 6.95 5.75
======== ========
(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.