Exhibit 99.4
Sara Lee Direct Selling Business
Combined Financial Statements
As of October 1, 2005 and October 2, 2004
and the 13 weeks ended October 1, 2005
and October 2, 2004
TABLE OF CONTENTS
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Financial Statements
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Combined Income Statements (unaudited) for the 13 weeks ended October 1, 2005 and September 25, 2004 | | 2 |
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Combined Balance Sheets (unaudited) as of October 1, 2005 and July 2, 2004 | | 3 |
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Condensed Combined Statements of Cash Flows (unaudited) for the 13 weeks ended October 1, 2005 and September 25, 2005 | | 4 |
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Notes to Combined Financial Statements (unaudited) | | 5 |
The financial statements of the acquired business included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America has been condensed or omitted, the Registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these combined financial statements are are read in conjunction with the audited annual financial statements and notes thereto which are included in this filing as Exhibit 99.3.
The consolidated financial statements included herein reflect all adjustments, consisting only of normal recurring items, which, in the opinion of management are necessary to present a fair statement of the results of the interim periods presented.
The results of interim periods are not necessarily indicative of trends or results to be expected for a full year.
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Sara Lee Direct Selling Business
Combined Income Statements
(Unaudited)
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| | For the 13 weeks ended
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Amounts in thousands | | Oct 1, 2005
| | | Oct 2, 2004
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Continuing operations | | | | | | | | |
Net sales | | $ | 113,926 | | | $ | 104,996 | |
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Cost of sales | | | 45,451 | | | | 39,930 | |
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Selling, general and administrative expenses | | | 61,358 | | | | 57,077 | |
Interest expense | | | 278 | | | | 1,401 | |
Interest income | | | (806 | ) | | | (1,392 | ) |
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| | | 106,281 | | | | 97,016 | |
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Income from continuing operations before income taxes | | | 7,645 | | | | 7,980 | |
Income tax provision | | | 2,032 | | | | 3,243 | |
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Income from continuing operations | | | 5,613 | | | | 4,737 | |
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Discontinued operations | | | | | | | | |
Loss from discontinued operation, net of tax | | | (98 | ) | | | 750 | |
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Net income | | $ | 5,515 | | | $ | 5,487 | |
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See notes to combined financial statements
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Sara Lee Direct Selling Business
Combined Balance Sheet
(Unaudited)
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Amounts in thousands | | October 1, 2005
| | | July 2, 2005
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Assets | | | | | | | | |
Cash and equivalents | | $ | 37,842 | | | $ | 19,238 | |
Trade accounts receivable | | | 40,749 | | | | 42,654 | |
Accounts receivable from related entities | | | 7,973 | | | | 7,972 | |
Notes receivable from related entities | | | 191,413 | | | | 204,985 | |
Inventories | | | 66,648 | | | | 63,199 | |
Deferred income taxes | | | 14,836 | | | | 14,426 | |
Other current assets | | | 22,100 | | | | 19,184 | |
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Total current assets | | | 381,561 | | | | 371,658 | |
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Other noncurrent assets | | | 1,369 | | | | 4,734 | |
Deferred income taxes | | | 4,831 | | | | 4,527 | |
Property, net | | | 36,555 | | | | 36,954 | |
Trademarks and other identifiable intangibles, net | | | 25,356 | | | | 26,680 | |
Goodwill | | | 49,055 | | | | 49,299 | |
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Total Assets | | $ | 498,727 | | | $ | 493,852 | |
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Liabilities and Divisional Equity | | | | | | | | |
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Notes payable to related entities | | | 225,553 | | | | 225,760 | |
Notes payable | | | 6,881 | | | | 7,056 | |
Accounts payable | | | 32,636 | | | | 35,556 | |
Accounts payable to related entities | | | 20,570 | | | | 20,794 | |
Accrued liabilities | | | 64,849 | | | | 75,820 | |
Accrued and deferred income taxes | | | 14,478 | | | | 11,306 | |
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Total current liabilities | | | 364,967 | | | | 376,292 | |
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Notes payable to related entities | | | 9,243 | | | | — | |
Deferred income taxes | | | 87 | | | | 67 | |
Other liabilities | | | 10,002 | | | | 7,367 | |
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Divisional Equity | | | | | | | | |
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Parent company’s net investment | | | 124,111 | | | | 118,596 | |
Accumulated other comprehensive income | | | (9,683 | ) | | | (8,470 | ) |
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Total divisional equity | | | 114,428 | | | | 110,126 | |
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Total Liabilities and Divisional Equity | | $ | 498,727 | | | $ | 493,852 | |
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See notes to combined financial statements
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Sara Lee Direct Selling Business
Condensed Combined Statements of Cash Flows
(Unaudited)
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| | For the 13 weeks ended | |
Amounts in thousands | | Oct 1, 2005
| | | Oct 2, 2004
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Cash provided by operating activities | | $ | 2,148 | | | $ | 14,380 | |
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Investing activities: | | | | | | | | |
Capital spending | | | (1,614 | ) | | | (756 | ) |
Proceeds on disposal of assets | | | 164 | | | | 64 | |
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Cash used for investing activities | | | (1,450 | ) | | | (692 | ) |
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Financing activities | | | | | | | | |
Net increase in short-term debt | | | 174 | | | | 145 | |
Net financing transactions with Sara Lee Corporation | | | 17,961 | | | | (16,642 | ) |
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Cash provided by (used for) financing activities | | | 18,135 | | | | (16,497 | ) |
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Effect of exchange rate changes on cash and cash equivalents | | | (229 | ) | | | 345 | |
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Net increase/(decrease) in cash and cash equivalents | | | 18,604 | | | | (2,464 | ) |
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Cash and cash equivalents at beginning of period | | | 19,238 | | | | 13,095 | |
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Cash and cash equivalents at end of period | | $ | 37,842 | | | $ | 10,631 | |
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See notes to combined financial statements
4
Sara Lee Direct Selling Business
Notes to Combined Financial Statements
(Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited combined financial statements for the Direct Selling operations of Sara Lee Corporation (Direct Selling) have been prepared in accordance with Securities and Exchange Commission instructions for interim financial statements, and therefore, do not include all notes necessary for fair statement of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, the unaudited combined financial statements include all adjustments, consisting only of normal, recurring items, necessary for a fair statement of financial position, results of operations and cash flows. The results of any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
Note 2: Contingencies
Direct Selling relies on its network of independent sales representatives to sell its products to the ultimate consumer. However, these independent sales representatives are not employees of Sara Lee or Direct Selling but are independent contractors. From time to time, Direct Selling, in the normal course of business, is subject to various inquiries by governmental agencies or social/payroll tax type governmental agencies in the countries Direct Selling operates. Direct selling is periodically subject to inquiries that seek to treat their independent sales representatives as employees of Direct Selling. In 2001, the Uruguayan social security authority (“BPS”) claimed that Direct Selling’s Field Managers in Uruguay were employees and should be enrolled in the Uruguayan social tax scheme. Direct Selling continues to contest the BPS' findings but began treating these Field Managers as employees beginning January 2004 to limit its potential exposure. The BPS has not calculated a monetary claim for this case.
Direct Selling’s Uruguayan operations are also currently defending a separate claim from the BPS concerning certain information technology consultants and other professionals whom Direct Selling treated as independent consultants. However, the BPS claims they were employees. The BPS has also not calculated a monetary claim for this case. There are currently no other contingencies of a similar nature and magnitude outstanding.
Direct Selling has generally been able to settle matters of similar nature for little or no cost to Direct Selling or alter its business practices to limit its exposures to large claims. Direct selling's management is of the opinion that based on the contractual arrangements in place with these independent sales representatives, local laws, regulations and legal precedent in the countries in which it operates, and other information available at this time, these independent sales representatives do not qualify as employees of Sara Lee or Direct Selling. However, in 2005, Direct Selling established an accrual of $605,000 related to these pending matters with BPS. Management, in consultation with its local legal counsel estimates the range of loss to be between $185,000 and $2.3 million related to these matters, Management believes that $605,000 represents the best estimate of the ultimate outcome of these actions.
No other accruals have been recorded by Direct Selling related to pending or threatened litigation or claims of this nature. In the event local laws and regulations change and require Direct Selling's independent sales representatives to be treated as employees, such an outcome could have a material adverse effect on Direct Selling's financial position, results of operations and cash flows.
Direct Selling is a party to various other pending or threatened legal proceedings and claims arising in the ordinary course of business. Direct Selling's management is of the opinion that based on information available at this time, the final outcome of these matters should not have a material adverse effect on Direct Selling's results of operations, cash flows or financial position.
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Note 3: Inventories
Inventories, by component, are summarized as follows (in thousands)
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| | October 1, 2005
| | July 2, 2005
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Finished goods | | $54,906 | | $52,631 |
Work in process | | 666 | | 498 |
Materials and supplies | | 11,076 | | 10,070 |
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| | $66,648 | | $63,199 |
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Note 4: Retirement Benefit Plans
Components of net periodic pension cost for the 13 weeks ended October 1, 2005 and October 2, 2004 were as follows (in thousands):
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| | 2005
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Service Cost | | $ | 366 | | | $ | 352 | |
Interest Cost | | | 275 | | | | 220 | |
Expected return on net assets | | | (74 | ) | | | (46 | ) |
Settlement (gain) | | | (1 | ) | | | — | |
Net amortization | | | 142 | | | | 103 | |
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Net periodic pension cost | | $ | 708 | | | $ | 629 | |
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Note 5: Stock-based compensation
Through July 2, 2005, Direct Selling recognized employee services received in exchange for equity instruments in accordance with the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25). APB 25 requires the use of the intrinsic value method, which measures compensation cost as the excess, if any, of the quoted market price of the stock over the amount an employee must pay to acquire the stock. Substantially all of the equity-based awards are measured on the date the shares are granted. Under APB No. 25, no compensation expense was recognized for stock options. Compensation expense is however, recognized for the cost of restricted stock awards granted to employees under the provisions of APB No. 25.
Had the costs of employee services received in exchange for equity instruments been recognized based on the grant-date fair value of those instruments in accordance with the provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (SFAS No. 123), Direct Sellings net income would have been impacted as shown in the following table:
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| | 13 weeks ended
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amounts in thousands | | Oct. 2, 2004
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Net income | | $ | 5,487 | |
Add: Stock-based employee compensation included in net income, net of related tax effects | | | 267 | |
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Deduct: Total stock-based employee compensation expense determined under the fair-value method for all awards, net of related tax effects | | | (318 | ) |
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Pro forma net income | | $ | 5,436 | |
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Direct Selling adopted the provisions of SFAS No. 123(R), “Share Based Payment,” which requires recognition of compensation expense as a component of net income based upon the fair value of options at the date of grant. It further requires recognition of compensation expense related to the unvested portion of options outstanding upon adoption of SFAS 123(R). There were no significant grants to Direct Selling personnel during the 13 weeks ended October 1, 2005 nor were there any significant unvested options outstanding at July 3, 2005.
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Note 6: Business Segment Information
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| | 13 weeks ended
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amounts in thousands | | Oct 1, 2005
| | | Oct 2, 2004
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Net sales | | | | | | | | |
House of Fuller Mexico | | $ | 55,084 | | | $ | 48,167 | |
Nutrimetics Australia and New Zealand | | | 11,873 | | | | 12,527 | |
Direct Selling Philippines | | | 11,657 | | | | 13,122 | |
Direct Selling South America | | | 11,631 | | | | 10,604 | |
NatureCare Japan | | | 4,987 | | | | 5,004 | |
Other | | | 18,697 | | | | 15,572 | |
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Total net sales | | $ | 113,929 | | | $ | 104,996 | |
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Operating segment income (loss): | | | | | | | | |
House of Fuller Mexico | | $ | 8,269 | | | $ | 7,678 | |
Nutrimetics Australia and New Zealand | | | 484 | | | | 609 | |
Direct Selling Philippines | | | 988 | | | | 2,326 | |
Direct Selling South America | | | (2,229 | ) | | | (1,306 | ) |
NatureCare Japan | | | 833 | | | | 678 | |
Other | | | (221 | ) | | | 726 | |
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Total operating segment income | | | 8,124 | | | | 10,711 | |
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Corporate expenses | | | (1,007 | ) | | | (2,722 | ) |
Net interest income (expense) | | | 528 | | | | (9 | ) |
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Income from continuing operations before income taxes | | $ | 7,645 | | | $ | 7,980 | |
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