<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 26, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File Number
1-6699
INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 41-0871880
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
110 CHESHIRE LANE, SUITE 300, MINNETONKA, MINNESOTA 55305
(Address of principal executive offices) (Zip Code)
(952) 594-3300
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name, former address and former fiscal year, if
changed since last report)
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
--- ---
The number of shares outstanding of the registrant's Common Stock, par
value $.10 per share, as of September 29, 2000 was 18,745,382.
<PAGE>
PART I. FINANCIAL INFORMATION
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- -------------------------
Aug. 26, Aug. 31, Aug. 26, Aug. 31,
2000 1999 2000 1999
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 585,350 $ 568,709 $ 1,195,610 $ 1,157,524
Cost of materials and
production (496,802) (485,084) (1,018,886) (989,462)
Delivery and distribution (43,524) (41,163) (87,030) (81,751)
--------------------------------------------------------------------------------------------------------------
Gross profit 45,024 42,462 89,694 86,311
Selling, general
and administrative (33,240) (31,512) (66,752) (65,094)
Unusual items 5,275 - 5,275 -
--------------------------------------------------------------------------------------------------------------
Operating earnings 17,059 10,950 28,217 21,217
Interest, net (3,301) (2,495) (6,516) (5,182)
Other income (expense), net (300) (245) (582) (466)
--------------------------------------------------------------------------------------------------------------
Earnings from continuing
operations before
income taxes 13,458 8,210 21,119 15,569
Income taxes (8,179) (3,119) (11,090) (5,916)
--------------------------------------------------------------------------------------------------------------
Earnings from continuing
operations 5,279 5,091 10,029 9,653
Loss from discontinued
operations - (11,760) - (19,560)
--------------------------------------------------------------------------------------------------------------
Net earnings (loss) $ 5,279 $ (6,669) $ 10,029 $ (9,907)
==============================================================================================================
Basic earnings (loss) per share:
Continuing operations $ .28 $ .27 $ .54 $ .51
Discontinued operations - (.63) - (1.04)
--------------------------------------------------------------------------------------------------------------
Total $ .28 $ (.36) $ .54 $ (.53)
==============================================================================================================
Diluted earnings (loss) per share:
Continuing operations $ .28 $ .27 $ .53 $ .51
Discontinued operations - (.62) - (1.04)
--------------------------------------------------------------------------------------------------------------
Total $ .28 $ (.35) $ .53 $ (.53)
==============================================================================================================
Average shares of common
stock outstanding:
Basic 18,740 18,749 18,738 18,752
Diluted 18,884 18,848 18,821 18,847
--------------------------------------------------------------------------------------------------------------
Dividends per share of
common stock $ .20 $ .20 $ .40 $ .40
--------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
2
<PAGE>
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
CONDENSED
FROM AUDITED
FINANCIAL
(UNAUDITED) STATEMENTS
AUG. 26, FEB. 29,
2000 2000
------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,207 $ 11,224
Trade accounts receivable, net 130,536 122,638
Inventories 187,146 171,342
Other current assets 52,612 48,784
------------------------------------------------------------------------
Total current assets 378,501 353,988
------------------------------------------------------------------------
Property, plant and equipment, net 203,730 204,924
Goodwill, net 83,426 84,894
Other assets 96,840 92,401
------------------------------------------------------------------------
Total assets $762,497 $736,207
========================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 62,884 $ 41,521
Current portion of long-term debt 11,000 20,000
Accounts payable 178,203 167,282
Other current liabilities 47,411 48,652
------------------------------------------------------------------------
Total current liabilities 299,498 277,455
------------------------------------------------------------------------
Long-term debt 146,199 147,199
Employee benefits and other liabilities 61,252 56,429
------------------------------------------------------------------------
Total liabilities 506,949 481,083
------------------------------------------------------------------------
Shareholders' equity:
Common stock 2,184 2,184
Accumulated other comprehensive loss (14,297) (12,122)
Other shareholders' equity 267,661 265,062
------------------------------------------------------------------------
Total shareholders' equity 255,548 255,124
------------------------------------------------------------------------
Commitments and contingencies
------------------------------------------------------------------------
Total liabilities and shareholders' equity $762,497 $736,207
========================================================================
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------
Aug. 26, Aug. 31,
2000 1999
-------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operations:
Earnings from continuing operations $ 10,029 $ 9,653
Adjustments to reconcile earnings from
continuing operations to cash used for
continuing operations:
Depreciation and amortization 12,431 10,923
Deferred income tax expense 2,419 1,430
Unusual items (5,275) -
Provision for losses on
(recoveries of) receivables 902 (76)
Changes in working capital:
Accounts receivable (8,939) (8,006)
Inventories (16,572) (15,607)
Other current assets (6,104) (6,539)
Accounts payable 11,353 5,392
Other current liabilities 1,821 (1,778)
Other, net (7,244) (3,051)
-------------------------------------------------------------------------
Cash used for continuing operations (5,179) (7,659)
Cash provided by (used for) discontinued
operations 1,418 (10,937)
-------------------------------------------------------------------------
Cash used for operations (3,761) (18,596)
-------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (16,628) (21,857)
Purchase of Venezuela operations assets - (15,799)
Proceeds from property disposals 12,203 2,620
Payment received on note receivable 948 -
Discontinued operations - 38,098
-------------------------------------------------------------------------
Cash provided by (used for)
investing activities (3,477) 3,062
-------------------------------------------------------------------------
Cash flows from financing activities:
Net increase in notes payable 21,724 33,464
Net increase (decrease) in long-term debt (10,000) 7,670
Dividends paid (7,479) (7,489)
Proceeds from issuance of common stock - 811
Purchase of treasury stock - (1,545)
Discontinued operations - (26,195)
Other, net (17) 2,157
-------------------------------------------------------------------------
Cash provided by financing activities 4,228 8,873
-------------------------------------------------------------------------
Increase in cash from discontinued operations - (263)
-------------------------------------------------------------------------
Effect of exchange rate changes on cash
and cash equivalents (7) (5)
-------------------------------------------------------------------------
Net decrease in cash and cash equivalents (3,017) (6,929)
Cash and cash equivalents at beginning of period 11,224 13,495
-------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 8,207 $ 6,566
=========================================================================
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE>
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(unaudited)
(1) In the Company's opinion, the accompanying unaudited consolidated condensed
financial statements contained in this report reflect all adjustments
(consisting of only normal recurring adjustments, except as noted elsewhere in
the notes to the consolidated condensed financial statements) necessary to
present fairly its financial position, results of its operations and cash flows
for the interim periods presented. These statements are condensed and,
therefore, do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. The
statements should be read in conjunction with the consolidated financial
statements and footnotes included in the Company's Annual Report on Form 10-K
for the year ended February 29, 2000. The results of operations for the three
and six months ended August 26, 2000, are not necessarily indicative of the
results to be expected for the full year.
(2) DISCONTINUED OPERATIONS - The Venezuela Foods business is classified as
discontinued operations in the consolidated condensed financial statements. As
previously disclosed in the Company's Annual Report on Form 10-K for the year
ended February 29, 2000, the Company completed the sale of its Venezuelan
business in August 1999.
(3) COMPREHENSIVE INCOME (LOSS) - The components of total comprehensive income
(loss) were as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------- -------------------
Aug. 26, Aug. 31, Aug. 26, Aug. 31,
(in thousands) 2000 1999 2000 1999
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net earnings (loss) $ 5,279 $(6,669) $10,029 $(9,907)
Foreign currency translation
adjustments 1,610 (973) (2,175) 1,143
--------------------------------------------------------------------------
Comprehensive income (loss) $ 6,889 $(7,642) $ 7,854 $(8,764)
==========================================================================
</TABLE>
(4) UNUSUAL ITEMS - In the second quarter of fiscal 2001, the Company recognized
a pre-tax unusual gain of $5.3 million as follows:
<TABLE>
<CAPTION>
Employee
Gain on Termination Lease
Sale of Benefits and Commitment
(in millions) Building Other Costs Total
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sale of headquarters building $5.8 $(0.2) $ - $ 5.6
Reversal of charges - 0.2 0.9 1.1
Severance and costs for closure
of distribution centers - (1.1) (0.3) (1.4)
--------------------------------------------------------------------------------
Total unusual gain $5.8 $(1.1) $ 0.6 $ 5.3
================================================================================
</TABLE>
In August 2000, the Company recognized a pre-tax unusual gain of $5.8 million
from the sale of its corporate headquarters building in Minnesota. The Company
also recognized severance costs of $0.2 million for corporate staff reductions
that were associated with the sale.
During the second quarter, the Company decided to retain a distribution center
in California that was originally scheduled to be closed as part of a fiscal
1999
5
<PAGE>
restructuring plan. Approximately $1.1 million of costs were reversed in August
2000, which included lease commitment and termination costs. Remaining actions
initiated in the fiscal 1999 plan have been substantially completed.
In the second quarter, the Company decided to close its Boise, Idaho and West
Allis, Wisconsin distribution centers. Components of charges resulting from the
closures include losses on lease commitments and employee termination costs. In
addition, the Company recognized severance and related costs associated with the
departure of the distribution group's President. These actions resulted in
unusual charges of $1.4 million.
As previously disclosed in the first quarter 10-Q report, the Company is in the
process of expanding its Canadian condiments operation in Dunnville, Ontario,
and consolidating the condiment processing operations into that facility over
the next two years. Beginning in early 2001, processing currently handled at a
plant in Scarborough, Ontario, will be gradually shifted to Dunnville, which
will undergo an expansion. The Company plans to sell the Scarborough facility,
which is located in a growing metropolitan area. Scarborough employees will be
eligible and have first priority for positions in Dunnville as that facility
expands. The project is expected to be completed in late fiscal 2002. The
Company expects to recognize unusual charges for exit costs and unusual gains
related to the Scarborough facility sale in several quarters over the next 15
months. Unusual charges will be recognized when certain details of the plan are
determined, including the number of employees that will be separated and the
related costs. While individual actions will result in one-time gains or losses,
the Company believes the net effect will be an overall one-time unusual gain for
the project.
The liability associated with unusual items as of August 26, 2000, was as
follows:
<TABLE>
<CAPTION>
Employee
Termination Lease
Benefits and Commitment
(in millions) Other Costs Total
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Liability balance as of February 29, 2000 $ 0.7 $ 1.2 $ 1.9
Addition to liability 1.3 0.3 1.6
Cash payments (0.6) (0.4) (1.0)
Reversal of charges (0.2) (0.9) (1.1)
--------------------------------------------------------------------------------
Liability balance as of August 26, 2000 $ 1.2 $ 0.2 $ 1.4
================================================================================
</TABLE>
(5) INTEREST, NET
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------- ---------------------
Aug. 26, Aug. 31, Aug. 26, Aug. 31,
(in thousands) 2000 1999 2000 1999
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest expense $ 4,468 $3,078 $ 8,675 $5,953
Capitalized interest (111) (205) (342) (329)
Non-operating interest income (1,056) (378) (1,817) (442)
--------------------------------------------------------------------------
Interest, net $ 3,301 $2,495 $ 6,516 $5,182
==========================================================================
</TABLE>
Cash payments for interest, net of amounts capitalized, were $8.7 million and
$5.5 million for the six months ended August 26, 2000 and August 31, 1999,
respectively.
(6) INCOME TAXES - Cash payments for income taxes were $3.1 million and $4.0
million for the six months ended August 26, 2000 and August 31, 1999,
respectively.
In the second quarter ended August 26, 2000, the Company recognized income tax
expense of $3.1 million associated with a dividend from its Canadian subsidiary.
6
<PAGE>
(7) SUPPLEMENTAL BALANCE SHEET INFORMATION
<TABLE>
<CAPTION>
Aug. 26, Feb. 29,
(in thousands) 2000 2000
---------------------------------------------------------------------------
<S> <C> <C>
Trade accounts receivable, net:
Trade $ 134,198 $ 127,576
Allowance for doubtful accounts (3,662) (4,938)
---------------------------------------------------------------------------
Total trade accounts receivable, net $ 130,536 $ 122,638
===========================================================================
Inventories:
Raw materials, excluding grain $ 15,319 $ 12,470
Grain 3,332 2,736
Finished and in-process goods 164,071 152,493
Packages and supplies 4,424 3,643
---------------------------------------------------------------------------
Total inventories $ 187,146 $ 171,342
===========================================================================
Property, plant and equipment, net:
Land $ 13,147 $ 14,938
Buildings and improvements 104,196 97,022
Machinery and equipment 227,038 219,978
Transportation equipment 1,405 1,570
Improvements in progress 13,316 20,921
---------------------------------------------------------------------------
359,102 354,429
Accumulated depreciation (155,372) (149,505)
---------------------------------------------------------------------------
Total property, plant and equipment, net $ 203,730 $ 204,924
===========================================================================
Accumulated other comprehensive loss:
Foreign currency translation adjustment $ (12,379) $ (10,204)
Minimum pension liability adjustment (1,918) (1,918)
---------------------------------------------------------------------------
Total accumulated other comprehensive loss $ (14,297) $ (12,122)
===========================================================================
</TABLE>
7
<PAGE>
(8) SEGMENT INFORMATION
<TABLE>
<CAPTION>
Net Operating Unusual Operating
(in millions) Sales Costs Items Earnings
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Three Months Ended Aug. 26, 2000
Multifoods Distribution Group $ 468.8 $ (465.0) $ (0.3) $ 3.5
North America Foods 116.5 (107.4) - 9.1
Corporate Expenses - (1.2) 5.6 4.4
----------------------------------------------------------------------------
Total $ 585.3 $ (573.6) $ 5.3 $ 17.0
============================================================================
Three Months Ended Aug. 31, 1999
Multifoods Distribution Group $ 452.5 $ (447.7) $ - $ 4.8
North America Foods 116.2 (108.2) - 8.0
Corporate Expenses - (1.9) - (1.9)
----------------------------------------------------------------------------
Total $ 568.7 $ (557.8) $ - $ 10.9
============================================================================
Six Months Ended Aug. 26, 2000
Multifoods Distribution Group $ 964.7 $ (955.7) $ (0.3) $ 8.7
North America Foods 230.9 (214.3) - 16.6
Corporate Expenses - (2.7) 5.6 2.9
-----------------------------------------------------------------------------
Total $1,195.6 $(1,172.7) $ 5.3 $ 28.2
============================================================================
Six Months Ended Aug. 31, 1999
Multifoods Distribution Group $ 924.5 $ (913.4) $ - $ 11.1
North America Foods 233.0 (218.7) - 14.3
Corporate Expenses - (4.2) - (4.2)
----------------------------------------------------------------------------
Total $1,157.5 $(1,136.3) $ - $ 21.2
============================================================================
</TABLE>
(9) CONTINGENCIES - In fiscal 1998, the Company was notified that approximately
$6 million in Company-owned inventory was stolen from a ship in the port of St.
Petersburg, Russia. The ship had been chartered by a major customer of the
Company's former food-exporting business. The Company believes, based on the
facts known to date, that the loss is covered by insurance. If the loss from the
theft of product is not covered by insurance, the Company would recognize a
material charge to its results of operations.
8
<PAGE>
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Results of
Operations and Financial Condition
(Unaudited)
RESULTS OF OPERATIONS
Overview
Earnings from continuing operations in the second quarter ended August 26, 2000,
were $5.3 million, or 28 cents per share, compared with $5.1 million, or 27
cents per share, a year ago. Current year earnings benefited from higher
operating earnings in North America Foods and lower pension costs, but were
impacted by a decline in Multifoods Distribution Group's operating earnings and
higher interest expense. Also included in this year's second quarter was a net
after tax unusual gain of $0.2 million, or 1 cent per share. The net gain
included a gain from the sale of the Company's corporate headquarters building,
charges for the closure of two distribution centers and tax expense associated
with a dividend from its Canadian subsidiary. Further discussion of unusual
items and tax expense follows in the discussion below and in Notes 4 and 6 to
the consolidated condensed financial statements.
For the six months ended August 26, 2000, earnings were $10 million, or 53 cents
per diluted share, compared with $9.7 million, or 51 cents per share, a year
ago.
Segment Results
Multifoods Distribution Group: Net sales in the second quarter increased 4% to
$468.8 million as a result of higher sales volumes to independent vending
operators and the addition of Better Brands, Inc., a foodservice distribution
business that was acquired in October 1999. The increase was partially offset by
a decline in cheese prices, lower sales to pizza restaurants and the loss of a
regional foodservice account during the first quarter. Excluding the impact of
the lost account and Better Brands, overall sales volumes increased 3% for the
quarter.
Operating earnings before unusual items declined 21% to $3.8 million due to a
decrease in gross profit margin, which was impacted by cheese prices and
regional pricing pressures, and higher bad debt expense. In last year's second
quarter, gross profit margins benefited from inflation in cheese prices. In the
current year, the Company also recognized a net charge of $0.3 million from
unusual items. The charge included $1.4 million for severance and lease
commitment costs associated with the closure of two distribution facilities and
departure of the group's President. In addition, the Company reversed a
liability of $1.1 million primarily for lease commitment costs for the closure
of a distribution center in California that is no longer planned.
9
<PAGE>
Net sales for the six-month period increased 4% to $964.7 million. Operating
earnings before unusual items declined 19% to $9 million. In addition to the
factors described above for the second quarter, operating earnings were impacted
by higher delivery and distribution expenses, driven in part by increased fuel
costs. These expenses were also impacted by higher costs associated with
productivity issues resulting from facility consolidations and information
systems conversion. During the last six months, the Company has reduced excess
labor and delivery costs that resulted from the productivity issues at its
distribution centers.
North America Foods: Net sales in the second quarter of $116.5 million were even
with a year ago. The Company had higher sales volumes in U.S. and Canadian
frozen desserts and Canadian commercial flour and mixes. This volume improvement
was offset by a decline in U.S. mix sales volumes and lower wheat costs, which
affect the Company's sales prices.
Operating earnings increased 14% to $9.1 million, up from $8 million in the
second quarter last year. Operating earnings improved on lower ingredient costs,
a favorable foodservice product mix and improved manufacturing efficiency.
Increased operating leverage from higher commercial volumes along with benefits
gained from recent capital projects at manufacturing facilities contributed to
improvements in manufacturing efficiency. The earnings improvement, however, was
partially offset by higher delivery expenses. The higher expenses were driven by
increased fuel costs and a change in product mix.
Net sales for the six-month period declined 1% to $230.9 million. Operating
earnings increased 16% to $16.6 million, compared with $14.3 million last year.
In addition to the factors described in the second quarter, sales and operating
earnings were affected by lower consumer product volumes.
In May 2000, the Company announced plans to expand its Canadian condiments
operation in Dunnville, Ontario, and to consolidate the condiment processing
operations into that facility over the next two years. Beginning in early 2001,
processing currently handled at a plant in Scarborough, Ontario, will be
gradually shifted to Dunnville, which will undergo an expansion. The Company
plans to sell the Scarborough facility, which is located in a growing
metropolitan area. Scarborough employees will be eligible and have first
priority for positions in Dunnville as that facility expands. The project is
expected to be completed in late fiscal 2002. The Company expects to recognize
unusual charges for exit costs and unusual gains related to the Scarborough
facility sale in several quarters over the next 15 months. Unusual charges will
be recognized when certain details of the plan are determined, including the
number of employees that will be separated and the related costs. While
individual actions will result in one-time gains or losses, the Company believes
the net effect will be an overall one-time unusual gain for the project.
Corporate: In the second quarter, the Company recognized an unusual gain of $5.8
million from the sale of its corporate headquarters building in Minnesota. The
Company also recognized severance costs of $0.2 million for corporate staff
reductions that were associated with the sale.
10
<PAGE>
Non-operating Expense and Income
Second quarter net interest expense increased to $3.3 million, compared with
$2.5 million a year ago. The increase was the result of higher debt levels and
interest rates in the United States. Debt levels increased because of capital
expenditures and the acquisition of Better Brands. Interest income increased
over last year as a result of interest earned on a note received in August 1999
from the sale of the Venezuelan consumer and commercial foods business.
Income Taxes
In the second quarter, the Company recognized income tax expense of $3.1 million
associated with a dividend from its Canadian subsidiary. The Company's effective
tax rate before the impact of the Canadian dividend and unusual items was 38%,
which was even with the year ago quarter.
FINANCIAL CONDITION
The debt-to-total capitalization ratio increased to 46% at August 26, 2000
compared with 45% at February 29, 2000. The increase was primarily the result of
a seasonal increase in working capital and capital expenditures. The ratio,
however, benefited from the $12 million of proceeds received on the sale of the
corporate headquarters building, which were used to reduce debt obligations.
Cash flows provided by discontinued operations of $1.4 million primarily
resulted from the favorable settlement of an insurance claim associated with the
Venezuela Foods business.
CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. In addition, the Company and
its representatives may from time-to-time make written and oral forward-looking
statements. These forward-looking statements are based on current expectations
or beliefs, including, but not limited to, statements concerning the Company's
operations and financial performance and condition. For this purpose, statements
that are not statements of historical fact may be deemed to be forward-looking
statements. The Company cautions that these statements by their nature involve
risks and uncertainties, and actual results may differ materially depending on a
variety of important factors, including, among others, the impact of competitive
products and pricing; market or weather conditions that may affect the costs of
grain, cheese, other raw materials and fuel; changes in laws and regulations;
fluctuations in interest rates; the Company's ability to realize the book value
of its remaining Venezuelan assets; the Company's ability to increase the
distribution group's sales and reduce delivery and distribution costs, and
realize the earnings benefits related to the distribution group's consolidation
and expansion plans; the inability of the Company to collect on a $6 million
insurance claim related to the theft of product in St. Petersburg, Russia;
fluctuations in foreign exchange rates; risks commonly encountered in
international trade; and other factors as may be discussed in the Company's
report on Form 10-K for the year ended February 29, 2000, and other reports
filed with the Securities and Exchange Commission.
11
<PAGE>
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The 2000 Annual Meeting of Stockholders of International Multifoods
Corporation (the "Company") was held on June 16, 2000 (the "Annual Meeting").
Holders of the Company's common stock, par value $.10 per share, of record on
May 1, 2000, were entitled to one vote per share.
(c) At the Annual Meeting, Gary E. Costley, Nicholas L. Reding and Jack
D. Rehm were elected directors for a term of three years. The number of votes
cast for the election of each director and the number of votes withheld are as
follows:
<TABLE>
<CAPTION>
FOR WITHHELD
--- --------
<S> <C> <C>
Gary E. Costley 16,309,419 307,838
Nicholas L.Reding 16,308,003 309,254
Jack D. Rehm 16,308,449 308,808
</TABLE>
The other directors whose terms of office as directors continued after the
meeting were Claire L. Arnold, Robert M. Price, Lois D. Rice, Richard K. Smucker
and Dolph W. von Arx.
With respect to the proposal to approve the appointment of KPMG LLP as
independent auditors of the Company for the fiscal year ending March 3, 2001,
there were 16,495,308 votes cast for the proposal, 48,187 votes cast against the
proposal and 73,762 abstentions. There were no broker nonvotes with respect to
such matter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11. Computation of Earnings (Loss) Per Common Share.
12. Computation of Ratio of Earnings to Fixed Charges.
27. Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
August 26, 2000.
12
<PAGE>
SIGNATURE
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.
INTERNATIONAL MULTIFOODS CORPORATION
Date: October 4, 2000 By /s/ John E. Byom
------------------------------------
John E. Byom
Vice President - Finance and Chief
Financial Officer
(PRINCIPAL FINANCIAL OFFICER
AND DULY AUTHORIZED OFFICER)
13
<PAGE>
EXHIBIT INDEX
11. Computation of Earnings (Loss) Per Common Share.
12. Computation of Ratio of Earnings to Fixed Charges.
27. Financial Data Schedule.
