McCORMICK
McCORMICK & COMPANY 2007 ANNUAL REPORT
backmailpdfprintnext
 
     
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
 

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

 

 

 

 

 
McCormick & Company 2007 Annual Report        45
 
back
next