Form 11-K
Securities and Exchange Commission
Washington, D.C. 20549
Annual Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year ended May 31, 1995
The Grist Mill Co.
Employees Retirement Savings Plan and Trust
Grist Mill Co.
P.O. Box 430
21340 Hayes Avenue
Lakeville, Minnesota 55044
Report of Independent Auditors
Board of Directors
Grist Mill Co.
We have audited the accompanying statements of net assets available for benefits
of The Grist Mill Co. Employees Retirement Savings Plan and Trust as of May 31,
1995 and 1994, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, information regarding the Plan's net assets available for
benefits at May 31, 1995 and 1994, and the changes in its net assets available
for benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of May 31, 1995 and transactions or series of
transactions in excess of 5% of the current value of plan assets for the year
ended May 31, 1995, are presented for purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1995 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1995 financial statements taken as a whole.
/s/ Ernst & Young LLP
August 11, 1995
The Grist Mill Co. Employees Retirement Savings Plan and Trust
Statement of Net Assets Available for Benefits
May 31, 1995
<TABLE>
<CAPTION>
GRIST MILL MONEY FIXED COMMON INTER-
CO. MARKET INCOME STOCK NATIONAL LOAN
TOTAL STOCK FUND FUND FUND FUND FUND FUND
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 494,850 $ 109 $ 478,548 $ 23 $ 85 $ 54 $ 16,031
Investments--at market value:
Common stock of employer 1,612,701 1,612,701
Other common stock 992,658 847,190 145,468
Corporate and other bonds 437,480 437,480
Grist Mill Company Loan Fund 183,125 183,125
3,225,964 1,612,701 437,480 847,190 145,468 183,125
Contributions and other
receivables 58,768 16,359 8,725 6,462 14,516 5,974 6,732
Interfund transfers and
adjustments 6,907 6,325 3,239 5,211 1,081 (22,763)
Total assets $3,779,582 $1,636,076 $ 493,598 $447,204 $867,002 $ 152,577 $183,125
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS
Net assets available for plan
benefits $3,779,582 $1,636,076 $ 493,598 $447,204 $867,002 $ 152,577 $183,125
Total liabilities and net assets
available for benefits $3,779,582 $1,636,076 $ 493,598 $447,204 $867,002 $ 152,577 $183,125
</TABLE>
See accompanying notes.
The Grist Mill Co. Employees Retirement Savings Plan and Trust
Statement of Net Assets Available for Benefits
May 31, 1994
<TABLE>
<CAPTION>
GRIST MILL MONEY FIXED COMMON
CO. MARKET INCOME STOCK LOAN
TOTAL STOCK FUND FUND FUND FUND FUND
ASSETS
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 480,125 $ 469,161 $ (1,928) $ 12,892
Investments--at market value:
Common stock of employer 653,242 $ 653,242
Other common stock 854,035 $ 854,035
Corporate and other bonds 415,459 415,459
Grist Mill Company Loan Fund 156,567 156,567
2,079,303 653,242 415,459 854,035 156,567
Contributions and other receivables
43,314 9,936 8,658 6,716 11,847 6,157
Interfund transfers and adjustments
5,575 7,006 2,578 3,890 (19,049)
Total assets $2,602,742 $ 668,753 $ 484,825 $ 422,825 $869,772 $ 156,567
LIABILITIES AND NET ASSETS AVAILABLE
FOR BENEFITS
Loan fees payable $ 3,550 $ 350 $ 2,200 $ 600 $ 400
Net assets available for plan benefits
2,599,192 668,403 482,625 422,225 869,372 $ 156,567
Total liabilities and net assets
available for benefits $2,602,742 $ 668,753 $ 484,825 $ 422,825 $869,772 $ 156,567
</TABLE>
See accompanying notes.
The Grist Mill Co. Employees Retirement Savings Plan and Trust
Statement of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED MAY 31, 1995
GRIST MILL MONEY FIXED COMMON INTER
CO. MARKET INCOME STOCK NATIONAL LOAN
TOTAL STOCK FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 549,328 $ 181,043 $ 95,558 $ 70,917 $ 151,290 $ 50,520
Employer contributions 128,975 39,650 23,994 17,550 36,144 11,637
Employer rollovers 24,337 21,759 51 1,260 1,267
Interest and dividend income 87,346 6,882 25,372 29,227 23,993 1,872
789,986 249,334 144,975 118,954 212,694 64,029
Deductions:
Benefit payments (272,721) (54,496) (59,465) (23,005) (102,906) (22,854) $ (9,995)
Loan fees
(272,721) (54,496) (59,465) (23,005) (102,906) (22,854) (9,995)
Interfund transfers:
Participant loans (13,604) (54,486) (11,723) (48,502) 128,315
Investment elections 192,497 (53,275) (75,527) (169,264) 105,569
Loan payments 24,138 33,224 11,141 21,058 2,201 (91,762)
203,031 (74,537) (76,109) (196,708) 107,770 36,553
Net realized and unrealized
appreciation in market value
of investments 663,125 569,804 5,139 84,550 3,632
Net additions (deductions) 1,180,390 967,673 10,973 24,979 (2,370) 152,577 26,558
Net assets available for benefits
at beginning of year 2,599,192 668,403 482,625 422,225 869,372 156,567
Net assets available for benefits
at end of year $ 3,779,582 $ 1,636,076 $ 493,598 $ 447,204 $ 867,002 $ 152,577 $ 183,125
</TABLE>
See accompanying notes.
The Grist Mill Co. Employees Retirement Savings Plan and Trust
Statement of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED MAY 31, 1994
GRIST MILL MONEY FIXED COMMON
CO. MARKET INCOME STOCK LOAN
TOTAL STOCK FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 465,915 $118,278 $ 92,805 $ 87,637 $167,195
Employer contributions 113,406 28,179 24,162 21,130 39,935
Interest and dividend income 105,690 3,925 14,781 33,370 53,614
685,011 150,382 131,748 142,137 260,744
Deductions:
Benefit payments (202,818) (33,715) (47,980) (34,289) (76,671) $(10,163)
Loan fees (3,550) (350) (2,200) (600) (400)
(206,368) (34,065) (50,180) (34,889) (77,071) (10,163)
Interfund transfers:
Participant loans (11,291) (30,002) (11,799) (20,388) 73,480
Investment elections 131,644 28,805 (62,606) (97,843)
Loan payments 14,139 22,939 8,342 14,202 (59,622)
134,492 21,742 (66,063) (104,029) 13,858
Net realized and unrealized
(depreciation) appreciation in
market value of investments (316,600) (287,426) (30,803) 1,629
Net additions (deductions) 162,043 (36,617) 103,310 10,382 81,273 3,695
Net assets available for benefits
at beginning of year 2,437,149 705,020 379,315 411,843 788,099 152,872
Net assets available for benefits
at end of year $2,599,192 $668,403 $482,625 $422,225 $869,372 $156,567
</TABLE>
See accompanying notes.
The Grist Mill Co. Employees Retirement Savings Plan and Trust
Notes to Financial Statements
May 31, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING METHOD
The accounting records of the Plan are maintained on the accrual basis.
INVESTMENTS
Investments are recorded at current value. Securities which are traded on a
national securities exchange are valued at the last reported sales price of the
year. The market value of the units of participation in mutual funds is based on
the fair market value of the underlying investments. Cost of investments sold is
determined on an average cost basis. Investments in the Loan Fund are valued at
the amount of the participant loan net of principal repayments.
FEDERAL INCOME TAXES
Participants are not taxed currently on the employer's contributions to the Plan
or on income earned by the Plan. Distributions of benefits to participants,
their estates or beneficiaries, generally are subject to federal income tax. The
Plan has received a determination letter, dated September 13, 1994, from the
Internal Revenue Service stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under
present income tax laws. Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its qualification. The plan administration
is not aware of any course of action or series of events that have occurred that
might adversely affect the Plan's qualified status.
EXPENSES
Grist Mill Co. pays all costs of maintaining and administering the Plan.
2. DESCRIPTION OF THE PLAN
Employees who meet certain eligibility requirements (based primarily on age and
length of employment) can join The Grist Mill Co. Employees Retirement Savings
Plan and Trust. Union employees of the Company's subsidiary, Grist Mill
Confections, Inc., are ineligible to join the Plan. Under the terms of the Plan,
the employer matches 30% of the first 7% of employee contributions and may, at
its discretion, contribute an additional amount. Employees can invest up to 15%
of their salaries or wages in the Plan on a before-tax basis.
Employer and employee contributions fully vest at the time of contribution.
Employees select how their contributions will be invested from among five
investment options. The options are stock of the employer, a bond mutual fund, a
common stock mutual fund, an international stock fund, and a money market fund.
In addition, participants who meet certain criteria may obtain loans from the
Plan based on their cumulative contributions.
Allocation of income is in accordance with the provisions in the Plan document.
A copy of the Summary Plan Description may be obtained from Grist Mill Co.
Benefits are paid upon retirement, death, disability and termination of
employment. Advances in the event of a proven financial hardship are also
provided for by the Plan.
The employer has the right to terminate the Plan or completely discontinue its
contributions to the Plan at any time.
3. INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The Plan's
investments (including investments bought, sold, as well as held during the
year) appreciated (depreciated) $663,125 and $(316,600) for the years ended May
31, 1995 and 1994, respectively. During 1995 and 1994, the Plan's investments
appreciated (depreciated) in fair value as follows:
NET
APPRECIATION
(DEPRECIATION)
IN MARKET VALUE
DURING PERIOD
Year ended May 31, 1995:
Common stocks:
Grist Mill Co. $ 569,804
Other 3,632
Corporate and other bonds 89,689
$ 663,125
Year ended May 31, 1994:
Common stocks:
Grist Mill Co. $(287,426)
Other 1,629
Corporate and other bonds (30,803)
$(316,600)
The fair value of individual investments that represent five percent or more of
net assets is as follows:
MAY 31
1995 1994
Grist Mill Co. Common Stock $1,612,701 $653,242
Investment Company of America 847,190 854,035
Cash Management Trust of America 478,508 467,233
Intermediate Bond Fund of America 437,480 415,459
Grist Mill Company 401(k) Master Promissory Note 183,125 156,567
4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
1995 1994
Net assets available for benefits per the
financial statements
$3,779,582 $ 2,599,192
Amounts allocated to withdrawing participants -- (1,124)
Net assets available for benefits per the Form 5500 $3,779,582 $ 2,598,068
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
MAY 31,
1995
Benefits paid to participants per the financial statements $272,721
Less amounts allocated to withdrawing participants at May 31, 1994 1,124
Benefits paid to participants per the Form 5500 $271,597
In addition, certain line items of net asset additions and deductions in the
1995 and 1994 Forms 5500 differ from similar classifications in the accompanying
financial statements. However, such differences are not considered material and
create no differences in net asset balances at May 31, 1995 or 1994.
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
Certain legal and accounting fees, and certain administrative expenses relating
to the maintenance of participant eligibility records are absorbed by Grist Mill
Co. Other than as described above or pursuant to a certain trust agreement (see
Note 3), the Plan has had no agreements or transactions with any
parties-in-interest.
The Grist Mill Co. Employees Retirement Savings Plan and Trust
Schedule I--Assets Held for Investment Purposes
May 31, 1995
<TABLE>
<CAPTION>
BALANCE HELD
AT CLOSE OF PERIOD COST CURRENT VALUE
<S> <C> <C> <C>
Grist Mill Co. Common Stock* (1) 174,346 units $1,099,356 $1,612,701
Cash Management Trust of America 478,508 units 478,508 478,508
Intermediate Bond Fund of America 32,286 units 448,746 437,480
American Funds Investment Company
of America 42,423 units 754,992 847,190
EuroPacific Growth Fund 6,585 units 142,518 145,468
First American Institutional Money Fund 16,342 units 16,342 16,342
Grist Mill Company - 401(k) Master Promissory
Note (1) 183,125
$2,940,462 $3,720,814
</TABLE>
* No dividends were paid or declared during the year.
(1) Indicates party-in-interest to the Plan.
The Grist Mill Co. Employees Retirement Savings Plan and Trust
Schedule II--Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets
Year ended May 31, 1995
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
IDENTITY OF PARTY PURCHASE SELLING COST OF TRANSACTION NET GAIN
INVOLVED DESCRIPTION OF ASSETS PRICE PRICE ASSET DATE OR (LOSS)
CATEGORY (iii)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
<S> <C> <C> <C> <C> <C> <C>
First Trust NA First American Institutional Money Fund:
Purchased 1,629,329 units in 210 transactions $1,629,329 $1,629,329 $1,629,329
Sold 1,624,991 units in 118 transactions $1,624,991 1,624,991 1,624,991 $ --
First Trust NA Cash Management Trust of America:
Purchased 142,542 units in 23 transactions 142,542 142,542 142,542
Sold 131,266 units in 7 transactions 131,266 131,266 131,266 --
First Trust NA EuroPacific Growth Fund:
Purchased 7,219 units in 12 transactions 156,249 156,249 156,249
Sold 634 units in 2 transactions 13,563 13,731 13,563 (168)
First Trust NA Grist Mill Co. Com New:
Purchased 66,531 units in 15 transactions 513,575 513,575 513,575
Sold 13,205 units in 7 transactions 97,925 76,293 97,925 21,632
First Trust NA Intermediate Bond Fund of America:
Purchased 7,041 units in 25 transactions 93,050 93,050 93,050
Sold 5,736 units in 8 transactions 76,167 80,587 76,167 (4,420)
First Trust NA Investment Company of America:
Purchased 8,817 units in 15 transactions 162,494 162,494 162,494
Sold 12,483 units in 10 transactions 231,140 241,205 231,140 (10,065)
</TABLE>
The Grist Mill Co. Employees Retirement Savings Plan and Trust
Schedule II--Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets (continued)
There were no reportable transactions of the following types for the period June
1, 1994 to May 31, 1995:
Category (i)--A single transaction in excess of 5% of plan assets.
Category (ii)--A series of transactions other than securities transactions in
excess of 5% of plan assets.
Category (iv)--Transactions with a person or with respect to a security if
any prior or subsequent single transaction within the plan year with such
person with respect to securities exceeds 5% of plan assets.
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-17317) pertaining to The Grist Mill Co. Employees Retirement Savings
Plan and Trust and the related Prospectus of our report dated August 11, 1995,
with respect to the financial statements and schedules of The Grist Mill Co.
Employees Retirement Savings Plan and Trust included in this Annual Report (Form
11-K) for the year ended May 31, 1995.
/S/ Ernst & Young LLP
Minneapolis, Minnesota
November 28, 1995
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December 5, 1995 GRIST MILL CO.
/s/ Daniel J. Kinsella
Daniel J. Kinsella
Vice President and Chief
Financial Officer
