GERBER PRODUCTS CO
10-Q/A, 1994-02-10
CANNED, FROZEN & PRESERVD FRUIT, VEG & FOOD SPECIALTIES
Previous: GENUINE PARTS CO, SC 13G/A, 1994-02-10
Next: GERBER SCIENTIFIC INC, SC 13G/A, 1994-02-10



               CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                 GERBER PRODUCTS COMPANY AND SUBSIDIARIES


                                          DECEMBER 31,  MARCH 31,
                                             1993         1993   
                                         -------------- ---------
                                          (Thousands of Dollars) 

               ASSETS

Current assets:
   Cash and cash equivalents                 $ 40,470   $ 95,390  
   Short-term investments                                 24,938
   Trade accounts receivable, less
      allowances                               93,422    103,073
   Reinsurance receivables - NOTE B            36,346     38,068
   Inventories:
      Finished products                       106,253    112,816
      Work-in-process                          31,389     24,375
      Raw materials and supplies               56,899     57,578
                                             --------   --------
                                              194,541    194,769
   Deferred income taxes                       35,731     36,510
                                             --------   --------
      TOTAL CURRENT ASSETS                    400,510    492,748
Other assets:
   Investments held by insurance operations   121,831    101,822 
   Deferred policy acquisition costs           63,950     57,055
   Prepaid pension costs                       58,787     54,754
   Miscellaneous                               81,776     52,217
                                             --------   --------
      TOTAL OTHER ASSETS                      326,344    265,848
Land, buildings and equipment:
   Cost                                       418,109    400,384
   Allowances for depreciation               (175,424)  (164,540)
                                             --------   --------
      TOTAL LAND, BUILDINGS AND EQUIPMENT     242,685    235,844
                                             --------   --------
                                             $969,539   $994,440
                                             ========   ========
   LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Short-term borrowings                     $ 29,820   $ 10,557
   Trade accounts payable                      46,637     53,179
   Salaries, wages and other compensation      38,150     35,469
   Local taxes, interest and other expenses    74,896     93,546
   Income taxes                                14,030     24,810
   Policy claims and reserves                  53,187     48,042
   Current maturities of long-term debt         1,079      1,017
                                             --------   --------
      TOTAL CURRENT LIABILITIES               257,799    266,620

Long-term debt                                116,264    116,831
Future policy benefits                        104,378     94,384
Postretirement benefits obligation            155,901    150,138
Shareholders' equity     
   Common stock - issued and outstanding:
      December 31 - 69,341,947 shares;
      March 31 - 72,060,375 shares            173,355    180,151
   Retained earnings                          185,395    209,344
   Foreign currency translation adjustments    (3,945)    (3,266)
   Unearned restricted stock compensation      (2,351)    (1,808)
   Unearned ESOP compensation                 (17,257)   (17,954)
                                             --------   --------
                                              335,197    366,467
                                             --------   --------
                                             $969,539   $994,440
                                             ========   ========
Subject to audit and year-end adjustments.

See notes to consolidated financial statements.

<PAGE>
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                 GERBER PRODUCTS COMPANY AND SUBSIDIARIES

                                              NINE MONTHS ENDED
                                                 DECEMBER 31
                                             ------------------
                                               1993      1992
                                             --------  --------
                                           (Thousands of Dollars)

Net sales and revenue                        $866,605  $959,435
Interest, royalties & other income             20,435    17,508
                                             --------  --------
      TOTAL INCOME                            887,040   976,943

Cost of products sold and services
   provided                                   466,087   544,760
Marketing, distribution, administrative
   and general expenses                       276,676   284,326
Interest expense                                9,209     9,824
                                             --------  --------
      TOTAL DEDUCTIONS                        751,972   838,910
                                             --------  --------
      EARNINGS BEFORE INCOME TAXES            135,068   138,033
Income taxes                                   47,085    48,240
                                             --------  --------
      EARNINGS BEFORE CUMULATIVE EFFECT
            OF ACCOUNTING CHANGES              87,983    89,793
Cumulative effect of accounting
   changes-NOTE B                                       (90,390)
                                             --------  --------
      NET EARNINGS (LOSS)                    $ 87,983  $   (597)
                                             ========  ========
Earnings per share on average shares
   outstanding of 69,712,465 for 1993
   and 74,183,045 for 1992:

   Before cumulative effect of accounting
      changes                                $   1.26  $   1.21
   Cumulative effect of accounting 
      changes - NOTE B                                    (1.22)
                                             --------  --------
      NET EARNINGS (LOSS) PER SHARE          $   1.26  $  (0.01)
                                             ========  ========
Dividends per share                          $   0.635 $   0.59  
                                             ========= ========
Subject to audit and year-end adjustments.

See notes to consolidated financial statements.
<PAGE>
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                 GERBER PRODUCTS COMPANY AND SUBSIDIARIES

                                             THREE MONTHS ENDED
                                                 DECEMBER 31
                                            --------------------
                                               1993      1992
                                             --------  --------
                                           (Thousands of Dollars)

Net sales and revenue                        $272,970  $299,235
Interest, royalties & other income              6,581     6,963
                                             --------  --------
      TOTAL INCOME                            279,551   306,198

Cost of products sold and services
   provided                                   146,699   172,602
Marketing, distribution, administrative
   and general expenses                        87,684    93,096
Interest expense                                3,133     3,210
                                             --------  --------
      TOTAL DEDUCTIONS                        237,516   268,908
                                             --------  --------
      EARNINGS BEFORE INCOME TAXES             42,035    37,290
Income taxes                                   14,103    12,676
                                             --------  --------
      NET EARNINGS                           $ 27,932  $ 24,614
                                             ========  ========
Earnings per share on average shares
   outstanding of 69,335,703 for 1993
   and 74,162,708 for 1992                   $    .40  $    .33
                                             ========  ========
Dividends per share                          $    .215 $    .205
                                             ========= =========
Subject to audit and year-end adjustments.

See notes to consolidated financial statements.
share) as of April 1, 1992 as the cumulative effect of 
accounting changes. In addition, adoption of the new Statements
resulted in an increase in after-tax charges of $5,667,000 ($.08
per share) for the additional ongoing expenses related to the
nine months ended December 31, 1992 and $1,888,000 ($.03 per
share) related to the three months ended December 31, 1992. 
Fiscal 1993 quarterly results were restated to reflect the
adoption of these statements.

In December 1992, the FASB issued Statement No. 113, "Accounting
and Reporting for Reinsurance of Short-Duration and Long-Duration
Contracts". This statement eliminates the practice of reporting
assets and liabilities relating to reinsured contracts net of the
effects of reinsurance. The company's insurance subsidiary
adopted Statement No. 113 as of April 1, 1993. The prior year
consolidated statements of financial position and cash flows have
been restated to conform to this presentation.  This accounting
change has no effect on earnings.

<PAGE>

NOTE C - LEGAL MATTERS

On December 31, 1992, a food wholesale distributor filed suit
against the company and its principal competitors. The suit
alleges price fixing in the United States baby food industry.
Since that date, several similar lawsuits have been filed by
other food distributors and on behalf of indirect purchasers. The
initial lawsuit filed on behalf of direct purchasers has been
certified as a class action. The lawsuits do not state specific
damage amounts and the potential liability, if any, is not
determinable since discovery on the merits of the case is just
beginning. Management believes the suits are without merit and
intends to contest the suits vigorously. These claims when
finally concluded, in the opinion of management, based upon the
information it presently possesses, will not have a material
adverse effect on the company's consolidated financial position. 

<PAGE>
        ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES  - December 31, 1993, compared to
March 31, 1993:

Cash provided by operating activities amounted to $90,532,000.
Other sources of cash included an increase in short-term
borrowings of $20,697,000 and a decrease in short-term
investments of $24,938,000, resulting from the collection of
trade receivables purchased on a discounted basis under an
investment agreement terminated during the first quarter. These
funds, along with the cash proceeds from the February 10, 1993
sale of Buster Brown Apparel, Inc., were used to pay dividends of
$44,217,000, to repurchase 2,682,900 shares of stock at a cost
of $75,315,000 and to purchase $25,825,000 of long-term
investments.  Additions to land, buildings and equipment,
which consisted primarily of renewals and replacements to
maintain and improve existing capacity, amounted to $35,158,000
during the period.  The growth of the Company's insurance
subsidiary resulted in an increase in investments held by
insurance operations of $20,009,000.

On August 2, 1993, the company filed a shelf registration
statement with the Securities and Exchange Commission for the
issuance of up to $150,000,000 of debt securities, preferred
stock and other securities (including convertible securities).
The timing and amount of securities to be issued, if any, has not
been determined.   

RESULTS OF OPERATIONS BY SEGMENT - Nine months ended December 31,
1993, compared to nine months ended December 31, 1992 (in
thousands):
                      Sales and Revenue      Operating Profit
                       1993       1992       1993       1992      
                      ------------------  ----------------------
Food and Baby Care
  Food                $589,967  $597,347
  Baby Care             73,965    72,009
                      --------  --------        
                       663,932   669,356    $131,740  $136,511

Apparel Group          128,080   226,763       8,173    10,742
Other                   74,593    63,316      10,770     7,942
                      --------  --------    --------  --------
  Total               $866,605  $959,435     150,683   155,195
                      ========  ========
Corporate
  Interest expense                            (9,209)   (9,824)
  Investment income                            6,484     5,666
  General corporate expense                  (12,890)  (13,004)
                                             -------   -------
Earnings Before Taxes                        135,068   138,033
Income Taxes                                  47,085    48,240
                                             -------   -------
Earnings Before Cumulative Effect
  of Accounting Changes                       87,983    89,793
Cumulative Effect of
  Accounting Changes                                   (90,390)
                                             -------   --------

Net Earnings (Loss)                         $ 87,983  $   (597)
                                            ========  ========
<PAGE>

Food sales declined by $7,380,000, or 1.2%, due to a 4.5% decline
in domestic baby food volumes partially offset by slight domestic
price increases and higher international sales.  The domestic
baby food volume decline was due to a lower birth rate and
reduced consumption levels.  Baby care sales increased by
$1,956,000, or 2.7%, due to higher domestic and international
sales volumes.  International food and care sales increased by
$5,878,000, or 6.5%, to $96,999,000.  Gross margin dollars
increased as slightly higher selling prices and lower product
costs were partially offset by the lower domestic food sales
volumes.  Operating expenses increased due to higher consumer
promotional and advertising expenditures and increased expenses
resulting from continued expansion into international markets. 
Operating income also benefitted from Gerber Baby Formula
increasing over the prior year due to higher sales volumes
realized by our licensee.  Food and baby care operating income
declined by $4,771,000, or 3.5%.

Apparel sales declined by $98,683,000, or 43.5%.  Prior year
sales include $100,093,000 of sales by the Company's Buster Brown
apparel unit which was sold in last year's fourth quarter. 
Excluding Buster Brown, sales increased by $1,410,000, or 1.1%,
due to higher sleepwear and bed & bath sales, partially offset by
lower diaper and playwear sales and lower international sales. 
Operating expenses declined due to lower administrative expenses. 
Current year results include $1,750,000 of insurance proceeds
received in the second quarter from the settlement of a fire loss
occuring in the prior year.  Excluding Buster Brown, operating
income increased by $2,796,000, or 52%.

Revenue for the Other segment, which now includes only Gerber
Life Insurance Company, increased by $11,277,000, or 17.8%. 
Results for the current year include $2,606,000 of capital gains
from the sale of investments as compared to $1,608,000 in the
prior year.  Excluding the effect of capital gains, operating
income increased by $1,830,000, or 28.9%.

Interest expense declined due to the divestiture of Buster Brown
and a lower level of debt than the prior year.  Investment income
increased due to higher earnings from our 49%-owned Mexican
subsidiary.  The effective income tax rate was unchanged at 34.9%
due to tax planning, partially offset by the increase in the
statutory federal income tax rate. 

Earnings before the cumulative effect of accounting changes
decreased by $1,810,000.  Earnings per share before the
cumulative effect of accounting changes increased by $.05 per
share.  As a result of a share repurchase program in the first
quarter, average shares outstanding decreased from 74,183,000 to
69,712,000.  Net earnings and net earnings per share for the
prior year include a charge of $90,390,000 ($1.22 per share) for
the cumulative effect of the fourth quarter adoption of FASB
Statements No. 106 and 112 as of April 1, 1992 (see Note B to the
Consolidated Financial Statements).

Three months ended December 31, 1993, compared to three months
ended December 31, 1992 (in thousands):
                         
                      Sales and Revenue      Operating Profit
                       1993       1992       1993       1992
                      ------------------  ----------------------
Food and Baby Care
  Food               $181,760   $179,415
  Baby Care            22,808     20,987
                     --------   --------        
                      204,568    200,402   $ 41,818    $ 36,330

Apparel Group          43,889     77,630      1,810       3,450
Other                  24,513     21,203      3,486       3,396
                     --------   --------   --------    ---------
     Total           $272,970   $299,235     47,114      43,176
                     ========   ========
Corporate
  Interest expense                           (3,133)     (3,210)  
  Investment income                           2,352       1,775
  General corporate expense                  (4,298)     (4,451)
                                           --------    --------
Earnings Before Taxes                        42,035      37,290
Income Taxes                                 14,103      12,676
                                           --------    --------
Net Earnings                                $27,932     $24,614
                                            =======     =======
     
Food sales increased by $2,345,000, or 1.3%, due to international
sales volume increases and slight domestic price increases
partially offset by a 3.7% decline in domestic baby food volumes. 
The domestic baby food volume decline was a result of lower
retail sales due to a lower birth rate and reduced consumption
levels.  Baby care sales increased by $1,821,000, or 8.7%, due to
higher sales volume. International food and care sales increased
by $2,390,000, or 8.4%, to $30,908,000.  Gross margin dollars
increased due to higher sales dollars and lower product costs. 
Operating expenses also benefitted from lower distribution and
warehouse costs and lower sales force costs, as well as favorable
employee group medical experience.  This was partially offset by
continued investments made to grow international operations and
support the Gerber Graduates line of toddler foods.  Operating
income increased by $5,488,000, or 15.1%.

Apparel sales declined by $33,741,000 or 43.5%.  Prior year sales
included $33,699,000 of sales by the Company's divested Buster
Brown apparel unit.  Excluding Buster Brown, sales were in line
with the prior year as higher domestic bed & bath, sleepwear and
underwear sales were partially offset by lower international
sales.  Excluding Buster Brown, operating income increased by
$62,000 or 3.5%.

Revenue for the Other segment, which now includes only Gerber
Life Insurance Company, increased by $3,310,000, or 15.6%, due to
the continued strength of group term life and the company's Grow-
Up policy.  Results for the current year include $314,000 of
capital gains from the sale of investments as compared to
$1,187,000 in the prior year.  Excluding the effects of capital
gains, operating income increased by $963,000, or 43.6%.

Investment income increased due to higher earnings from our 49%-
owned Mexican subsidiary.  The effective income tax rate declined
from 34.0% to 33.6% due to tax planning, partially offset by the
increase in the statutory federal income tax rate.

Net earnings increased by $3,318,000 or $.07 per share.  As a
result of a share repurchase program in the first quarter,
average shares outstanding decreased from 74,163,000 in the prior
year to 69,336,000 in the current year.
<PAGE>
                   PART II.  OTHER INFORMATION
                   ---------------------------

Item 6.  Exhibits and Reports on Form 8-K.
- -------  ---------------------------------
  (a)    List of Exhibits:

         11   Statement re Computation of Per Share
              Earnings.

  (b)    No reports on Form 8-K were filed by Registrant during   
         the quarter ended December 31, 1993.

<PAGE>
                           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.

                                   GERBER PRODUCTS COMPANY
                                        (Registrant)


Date:  February 9, 1994         By:  /s/ Fred K. Schomer
                                  
                              -----------------------------------
                                    Fred K. Schomer
                                    Executive Vice President and
                                     Principal Financial Officer



Date:  February 9, 1994         By:  /s/ Craig G. Wassenaar
                                  
                              -----------------------------------
                                    Craig G. Wassenaar
                                    Corporate Comptroller, 
                                    Principal Accounting Officer

<PAGE>

                              EXHIBIT INDEX
                              -------------

11       Statement re Computation of Per Share Earnings.





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission