|
non-financial assets and liabilities to comply with SFAS
No. 157. If adopted as proposed, SFAS No.157 will be
effective for our first quarter ending February 29, 2008 for
all financial assets and liabilities and effective for non-financial
assets and liabilities for our first quarter ending
February 28, 2009. We do not expect any material impact
from initial adoption of this new accounting pronouncement
on our financial statements for our first quarter
ending February 29, 2008. We have not yet determined
the impact on our financial statements from adoption of
SFAS No.157 as it pertains to non-financial assets and
liabilities for our first quarter ending February 28, 2009.
In June 2006, the FASB issued Interpretation 48 (FIN 48),
“Accounting for Uncertainty in Income Taxes.” FIN 48
clarifies the accounting for income taxes when it is uncertain
how an income or expense item should be treated on
an income tax return. FIN 48 describes when, and in what
amounts, an uncertain tax item should be recorded in the
financial statements, provides guidance on recording interest
and penalties and provides guidance on accounting
and reporting for income taxes in interim periods. FIN 48
is effective for our first quarter ending February 29, 2008.
Based on our estimates we anticipate that we will record
a charge to retained earnings for uncertain tax positions in
the range of $7 to $12 million upon adoption of FIN 48.
2. ACQUISITIONS
On November 13, 2007, we signed a definitive agreement
with Unilever to purchase the assets of the Lawry’s business
for $605 million in cash. The transaction is expected
to close in 2008. Lawry’s manufactures and sells a variety
of marinades and seasoning blends under the well-known
Lawry’s® and Adolph’s® brands. The acquisition includes
the rights to the brands as well as related inventory and a
small number of dedicated production lines. It does not
include any manufacturing facilities or employees.The
closing of the Lawry’s acquisition is subject to the expiration
or termination of the Hart-Scott-Rodino (HSR) waiting
period and other customary closing conditions. We have
agreed to pay Unilever a $30 million termination fee,
subject to certain limited conditions, in the event that HSR
clearance is not obtained.
On June 27, 2006, we purchased the assets of the
Simply Asia Foods business for $97.6 million in cash. The
$97.6 million purchase price was initially funded with
commercial paper. In July 2006, we issued $100 million of
5.80% senior notes due 2011 to pay down this commercial
paper debt. This business operates in North America
and has been included in our consumer segment since
the date of acquisition. Simply Asia Foods develops, imports and markets a line of
|
|
authentic, easy-to-prepare
Asian products under the Thai Kitchen® and Simply Asia®
brands. Its primary products include noodle and soup
bowls, meal kits, coconut milk, and various sauces and
pastes. In 2007, we completed the final valuation of
assets for Simply Asia Foods which resulted in $4.8
million being allocated to tangible net assets, $28.2 million
allocated to other intangibles assets and $64.6 million
allocated to goodwill. This valuation was not significantly
different than the preliminary valuation. The value for
brands and other intangible assets consists of $12.1
million which is amortizable over an average life of
15 years and $16.1 million which is non-amortizable. For
tax purposes, goodwill resulting from this acquisition
is deductible.
On July 30, 2007, we purchased Thai Kitchen SA for
$12.8 million in cash, a business which operates the Thai
Kitchen brand in Europe. This acquisition complements
our U.S. purchase of Simply Asia Foods in 2006. The
annual sales are approximately $7 million.
On August 1, 2006, we invested $5.0 million in an
industrial joint venture in South Africa.
3. RESTRUCTURING ACTIVITIES
In November of 2005, the Board of Directors approved a
restructuring plan under which we are consolidating our
global manufacturing, rationalizing our distribution facilities,
improving our go-to-market strategy, eliminating
administrative redundancies and rationalizing our joint
venture partnerships. We estimate total pre-tax charges of
$115 to $125 million under this program, inclusive of the
$34 million pre-tax gain on the redemption of our
Signature Brands, L.L.C. (Signature) joint venture (see
discussion below) recorded in 2006. The segment breakdown
of the total charges is expected to be approximately
65% related to the consumer segment and 35% related
to the industrial segment. Of these charges, we expect
$85 to $90 million will consist of severance and other
personnel costs and $50 to $55 million of other exit costs.
Asset write-offs are expected to be $10 to $15 million,
exclusive of the $34 million pre-tax gain on the redemption
of Signature. We expect the cash related portion of
the charges will be $95 to $105 million. The actions being
taken are expected to reduce positions by approximately
1,200 by November 2008.
From inception of the project in November 2005, we
have incurred $95.6 million of restructuring charges,
including the $33.7 million gain recorded on the
|
|