The J. M. Smucker Company (SJM) 10-Q 2002 Q1 Quarterly report

TABLE OF CONTENTS

Sequential Page
No. 1 of 11 Pages

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2001

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     1-5111     

THE J. M. SMUCKER COMPANY

Ohio	34-0538550
State of Incorporation	IRS Identification No.

STRAWBERRY LANE
ORRVILLE, OHIO 44667
(330) 682-3000

The Company 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 and has been subject to such filing requirements for the past 90 days.

The Company had 24,419,754 Common Shares outstanding on August 31, 2001.

The Exhibit Index is located at Sequential Page No. 11.

Sequential Page
No. 2

PART I. FINANCIAL INFORMATION

THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)

Item 1.Financial Statements

		Three Months Ended
		July 31,
		2001			2000
		(Dollars in thousands, except per
		share data)
Net sales		$	169,792		$	166,328
Cost of products sold			112,875			110,404
			56,917			55,924
Selling, distribution, and administrative expenses			41,685			39,858
			15,232			16,066
Other income (expense)
	Interest income		731			750
	Interest expense		(2,281	)		(898	)
	Other — net		67			(199	)
Income before income taxes and cumulative effect of change in accounting method			13,749			15,719
Income taxes			5,362			6,161
Income before cumulative effect of change in accounting method			8,387			9,558
Cumulative effect of change in accounting method			—			(992	)
Net income		$	8,387		$	8,566
Earnings per Common Share:
Income before cumulative effect of change in accounting method		$	0.35		$	0.34
Cumulative effect of change in accounting method			—			(0.04	)
Net income per Common Share		$	0.35		$	0.30
Earnings per Common Share — assuming dilution:
Income before cumulative effect of change in accounting method		$	0.34		$	0.34
Cumulative effect of change in accounting method			—			(0.04	)
Net income per Common Share — assuming dilution		$	0.34		$	0.30
Dividends declared on Common Shares		$	0.16		$	0.16

See notes to condensed consolidated financial statements

Sequential Page
No. 3

THE J. M. SMUCKER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

				July 31, 2001			April 30, 2001
				(Dollars in Thousands)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	50,992		$	51,125
	Trade receivables, less allowances				54,405			55,986
	Inventories:
			Finished products		56,800			52,034
			Raw materials, containers, and supplies		72,792			55,965
					129,592			107,999
	Other current assets				11,692			13,956
			Total Current Assets		246,681			229,066
PROPERTY, PLANT, AND EQUIPMENT
	Land and land improvements				17,687			17,684
	Buildings and fixtures				80,347			79,862
	Machinery and equipment				251,762			247,235
	Construction in progress				17,298			17,072
					367,094			361,853
	Less allowances for depreciation				(195,680	)		(190,283	)
			Total Property, Plant and Equipment		171,414			171,570
OTHER NONCURRENT ASSETS
	Intangible assets				44,588			45,636
	Other assets				23,476			24,197
			Total Other Noncurrent Assets		68,064			69,833
				$	486,159		$	470,469
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
	Accounts payable			$	34,111		$	29,967
	Other current liabilities				45,812			37,136
			Total Current Liabilities		79,923			67,103
NONCURRENT LIABILITIES
	Long-term debt				135,000			135,000
	Other noncurrent liabilities				21,172			21,255
			Total Noncurrent Liabilities		156,172			156,255
SHAREHOLDERS’ EQUITY
	Common Shares				6,105			6,090
	Additional capital				20,896			19,278
	Retained income				253,830			249,552
	Less:
		Deferred compensation			(3,613	)		(2,248	)
		Amount due from ESOP			(8,926	)		(8,926	)
		Accumulated other comprehensive loss			(18,228	)		(16,635	)
			Total Shareholders’ Equity		250,064			247,111
				$	486,159		$	470,469

See notes to condensed consolidated financial statements

Sequential Page
No. 4

THE J. M. SMUCKER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

			Three Months Ended
			July 31,
			2001			2000
			(Dollars in thousands)
OPERATING ACTIVITIES
	Net income		$	8,387		$	8,566
	Adjustments to reconcile net income to net cash      provided by operating activities:
		Depreciation		6,024			5,173
		Amortization		1,146			1,116
		Cumulative effect of change in accounting method, net of tax benefit		—			992
		Other adjustments		(5,763	)		(1,157	)
Net cash provided by operating activities				9,794			14,690
INVESTING ACTIVITIES
	Additions to property, plant, and equipment			(6,315	)		(8,859	)
	Disposal of property, plant, and equipment			15			6
	Other — net			391			363
Net cash used for investing activities				(5,909	)		(8,490	)
FINANCING ACTIVITIES
	Dividends paid			(3,865	)		(4,498	)
	Other — net			(211	)		108
Net cash used for financing activities				(4,076	)		(4,390	)
Effect of exchange rate changes				58			(215	)
Net (decrease) increase in cash and cash equivalents				(133	)		1,595
Cash and cash equivalents at beginning of period				51,125			23,773
Cash and cash equivalents at end of period			$	50,992		$	25,368
( ) Denotes use of cash

See notes to condensed consolidated financial statements

Sequential Page
No. 5

THE J. M. SMUCKER COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A —Basis of Presentation

      The accompanying unaudited, condensed, consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 31, 2001, are not necessarily indicative of the results that may be expected for the year ended April 30, 2002. For further information, reference is made to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2001.

Note B —Common Shares

      At July 31, 2001, 70,000,000 Common Shares were authorized. There were 24,419,354 and 24,359,281 shares outstanding at July 31, 2001 and April 30, 2001, respectively. Shares outstanding are shown net of 8,005,222 and 8,065,295 treasury shares at July 31, 2001 and April 30, 2001, respectively.

Note C —Operating Segments

      The Company has two reportable segments, domestic and international. The domestic segment represents the aggregation of the consumer, foodservice, beverage, specialty foods, and industrial business areas. The following table sets forth operating segments information:

		Three Months Ended
		July 31,
(Dollars in thousands)		2001			2000
Net sales:
	Domestic	$	147,856		$	142,256
	International		21,936			24,072
Total net sales		$	169,792		$	166,328
Segment profit:
	Domestic	$	25,528		$	23,775
	International		1,703			2,151
Total segment profit			27,231			25,926
	Interest income		731			750
	Interest expense		(2,281	)		(898	)
	Amortization expense		(1,146	)		(1,116	)
	Corporate administrative expenses		(10,651	)		(9,607	)
	Other unallocated (expense) income		(135	)		664
Income before income taxes and cumulative effect of change in accounting method		$	13,749		$	15,719

Sequential Page
No. 6

Note D —Financing Arrangements

      The Company has uncommitted lines of credit providing up to $90,000,000 for short-term borrowings. No amounts were outstanding at July 31, 2001.

Note E —Income Per Share

      The following table sets forth the computation of earnings per Common Share and earnings per Common Share — assuming dilution:

		Three Months Ended
		July 31,
(Dollars in thousands, except per share data)		2001		2000
Numerator:
Net income		$	8,387	$	8,566
Denominator:
Denominator for earnings per Common      Share — weighted-average shares			24,303,006		28,187,349
Effect of dilutive securities:
	Stock options		221,237		2,792
	Restricted stock		194		50,264
Denominator for earnings per Common      Share — assuming dilution			24,524,437		28,240,405
Net income per Common Share		$	0.35	$	0.30
Net income per Common Share — assuming      dilution		$	0.34	$	0.30

Note F —Comprehensive Income

      During the quarter ended July 31, 2001 and 2000, total comprehensive income was $6,794,000 and $7,729,000, respectively. Comprehensive income consists of net income and foreign currency translation adjustments.

Note G —Recently Issued Accounting Standards

      In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141,Business Combinations(SFAS 141) which is effective for business combinations completed subsequent to June 30, 2001, and No. 142,Goodwill and Other Intangible Assets(SFAS 142) which is effective for the Company in the first quarter of fiscal 2003. Under the new rules, goodwill and intangibles deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Company has not yet completed its evaluation of the impact of adopting SFAS 141 and SFAS 142.

Sequential Page
No. 7

Item 2.Management’s Discussion and Analysis

      This discussion and analysis deals with comparisons of material changes in the condensed, consolidated financial statements for the three-month periods ended July 31, 2001 and 2000, respectively.

Results of Operations

      Sales for the quarter ended July 31, 2001, were $169,792,000, up 2% compared to $166,328,000 in the prior year.

      Sales in the domestic business segment were up 4% over the prior year quarter as a result of strong sales in the consumer, foodservice, beverage, and specialty business areas. Consumer business area sales increased by nearly 7%, led by increases in traditional and sugar-free fruit spreads. The Company’s record share of market in the fruit spreads category continues to grow, and both toppings and natural peanut butter sales were strong in the quarter.

      Sales in the foodservice area were up 10%, as sales and distribution of theSmucker’s Uncrustablesline of thaw-and-serve peanut butter and jelly sandwiches to schools and traditional foodservice customers continued to increase. These increases offset slight softness in sales of portion control products as the impact of the economic downturn continues to adversely affect certain restaurant customers.In the beverage area, sales were up 9.5% over the prior year. Sales ofR.W. Knudsen FamilyandSanta Cruz Organicproducts led the increase, and the recently introducedSmucker’spowdered lemonade product also contributed. The specialty area saw a 7.5% increase in sales, resulting from sales of new products in its nonbranded business channel.

      The industrial area of the domestic segment continued to be challenged during the quarter by price competition, soft sales with major customers, and declining margins. Sales for the quarter were down 14% from the prior year, as new business opportunities failed to develop as quickly as had been anticipated. The Company expects however, that several new business opportunities already identified will begin to contribute during the remainder of the year.

      The strong U.S. dollar, primarily in comparison to Australian and Brazilian currencies, continues to have a negative impact on the international business segment. International sales were down 9% or $2,136,000 from the prior year first quarter. Almost 80% of that decline related to adverse exchange rate impact. Despite the negative exchange rates, Brazilian sales increased 12% over the prior year quarter. Mexico and the Latin American markets also reported sales growth for the quarter. Canadian sales were down 3%, all due to exchange rates, while sales in Australia declined by 25% due to a combination of exchange rate effects, softness in the Australian fruit spread category, and increased competitive activity.

      Cost of products remained comparable to prior year at 66.5% compared to 66.4% as fruit costs, while anticipated to increase slightly overall this year, were down from the first quarter of last year. Offsetting the favorable fruit costs were higher utility costs and costs associated with expanded production capacity forSmucker’s Uncrustables.

      Selling, distribution, and administrative costs increased primarily due to increases in marketing expenses to support new initiatives and amortization charges associated with information systems implementations.

Sequential Page
No. 8

      Interest expense increased over the prior year due to the long-term debt placement completed during the second quarter of last year. During the quarter the Company capitalized approximately $156,000 in interest associated with the Company’s information technology reengineering project.

Financial Condition — Liquidity and Capital Resources

      The financial position of the Company remains strong. Cash and cash equivalents decreased only $133,000 during the first quarter, notwithstanding that this is the period in which a large portion of the Company’s fruit purchases take place. Other significant uses of cash during the quarter were capital expenditures and the payment of dividends.

      Assuming there are no material acquisitions or other significant investments, the Company believes that cash on hand together with cash generated by operations and existing lines of credit will be sufficient to meet its fiscal 2002 requirements, including the payment of dividends and interest on outstanding debt.

Recently Issued Accounting Standards

      In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141,Business Combinations(SFAS 141) which is effective for business combinations completed subsequent to June 30, 2001, and No. 142,Goodwill and Other Intangible Assets(SFAS 142) which is effective for the Company in the first quarter of fiscal 2003. Under the new rules, goodwill and intangibles deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Company has not yet completed its evaluation of the impact of adopting SFAS 141 and SFAS 142.

Certain Forward-Looking Statements

      This quarterly report includes certain forward-looking statements that are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, the success and cost of introducing new products, general competitive activity in the market, the ability of business areas to achieve sales targets and the costs associated with attempting to do so, the ability of the Company to successfully effect price increases, the ability to improve sales and earnings performance in the Company’s formulated ingredient business, costs associated with the implementation of new business and information systems, raw material and ingredient cost trends, and foreign currency exchange and interest rate fluctuations.

Sequential Page
No. 9

PART II. OTHER INFORMATION

Item 6.Exhibits and Reports on Form 8-K

(a)	Exhibits
	See the Index of Exhibits that appears on Sequential Page No. 11 of this report.
(b)	Reports on Form 8-K
	No reports on Form 8-K were required to be filed during the quarter for which this report is filed.

Sequential Page
No. 10

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

September 11, 2001	THE J. M. SMUCKER COMPANY
	/s/ Steven J. Ellcessor BY STEVEN J. ELLCESSOR Vice President-Finance and Administration, Secretary, and General Counsel
	/s/ Timothy P. Smucker AND TIMOTHY P. SMUCKER Chairman and Co-Chief Executive Officer

Sequential Page
No. 11

INDEX OF EXHIBITS

That are filed with the Commission and
The New York Stock Exchange

Assigned		Sequential
Exhibit No.*	Description	Page No.

* Exhibits 2, 3, 4, 10, 11, 15, 18, 19, 22, 23, 24, 27 and 99 are either inapplicable to the
Company or require no answer.