2000 FINANCIAL REVIEW Selected Financial Data..................................18 Management's Discussion and Analysis of Financial Condition and Results of Operations............19 Consolidated Statements of Income........................22 Consolidated Balance Sheets..............................23 Consolidated Statements of Cash Flows....................24 Consolidated Statements of Stockholders' Equity..........25 Notes to Consolidated Financial Statements...............26 Report of Independent Auditors...........................35 Shareowner Information...................................36 Directors and Executive Officers.........................37 Page 17 in Annual Report SELECTED FINANCIAL DATA Morrison Management Specialists, Inc. and Subsidiaries The following table summarizes certain selected financial information with respect to Morrison Management Specialists, Inc. (the "Company" or "MMS") and is derived from the Financial Statements of MMS. Effective March 9, 1996, Morrison Health Care, Inc. ("MHCI") was spun off (the "Distribution") from Morrison Restaurants Inc. ("MRI"), becoming an independent public corporation trading under the symbol MHI on the New York Stock Exchange. MHCI subsequently changed its name to Morrison Management Specialists, Inc. effective June 30, 1999. The Selected Financial Data of MMS is presented as if MMS had been a separate entity for fiscal year 1996. The information set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements of MMS and notes thereto. Weighted average shares for 1996 were determined as if the shares issued in connection with the Distribution were outstanding from the beginning of the year. For the Fiscal Year* - ---------------------------------------------------------------------------------------------------------------- (In thousands except per share data) 2000 1999 1998 1997 1996 - ---------------------------------------------------------------------------------------------------------------- Consolidated Statements of Income Data: Revenues ................................... $441,074 $ 324,968 $ 250,371 $ 221,011 $ 219,995 ============================================================================================================== Income before provision for income taxes.... $ 23,573 $ 22,197 $ 19,065 $ 17,576 $ 16,011 Provision for federal and state income taxes. 9,311 8,657 7,513 7,290 6,731 ---------------------------------------------------------------- Net income.................................. $ 14,262 $ 13,540 $ 11,552 $ 10,286 $ 9,280 ================================================================ Earnings per share - Basic.................. $ 1.10 $ 1.04 $ 0.88 $ 0.79 $ 0.72 ================================================================ Earnings per share - Diluted................ $ 1.07 $ 1.02 $ 0.86 $ 0.79 $ 0.72 Weighted average common shares - Basic ..... 12,918 13,071 13,132 12,964 12,841 Net dilutive effect of stock options and nonvested stock awards................... 427 244 279 62 56 ------------------------------------------------------------------ Weighted average common shares - Diluted.... 13,345 13,315 13,411 13,026 12,897 ================================================================== *Fiscal years 2000, 1999 and 1998 are 12-month years. Fiscal years 1997 and 1996 are composed of 52 weeks. Prior years' share data and earnings per share amounts have been adjusted to reflect the May 2000 stock dividend. Consolidated Balance Sheets Data: Total assets............................... $120,460 $ 102,927 $ 84,374 $ 60,203 $ 61,101 Long-term debt............................. $ 54,865 $ 49,305 $ 31,690 $ 15,022 $ 20,034 Stockholders'equity........................ $ 15,085 $ 14,563 $ 10,220 $ 6,969 $ 5,645 Working capital............................ $ 16,870 $ 15,670 $ 7,344 $ 3,891 $ 8,677 Current ratio.............................. 1.5:1 1.6:1 1.2:1 1.1:1 1.3:1 Other Data: Managed volume** (unaudited)............... $778,600 $ 647,900 $ 504,400 $464,800 $ 435,600 Cash dividends per share of common stock*** $ 0.16 $ 0.16 $ 0.82 $ 0.82 $ 0.205 **The Company generally performs its services pursuant to either management fee or profit and loss contracts. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Managed Volume". Management uses the concept of managed volume as an important indicator of the Company's growth and performanace. MMS defines and estimates managed volume as the total cost of operating all client accounts as if MMS performed all services on a profit and loss basis. Managed volume is not a measure of performance under accounting principles generally accepted in the United States. Management uses managed volume as an additional indicator of performance and not as a replacement of financial measures, such as revenues, as defined and required by accounting principles generally accepted in the United States. ***Dividends were not paid prior to the fourth quarter of fiscal year 1996. Cash dividends per share of common stock have not been adjusted to reflect the May 2000 stock dividend. Page 18 in Annual Report MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Morrison Management Specialists, Inc. and Subsidiaries This discussion should be read in conjunction with the Financial Statements and related notes found on pages 22 to 34. MANAGED VOLUME - -------------- Morrison Management Specialists, Inc. (the "Company" or "MMS") generally performs its services pursuant to either management fee or profit and loss contracts. While the services performed are the same, revenue recognition varies by type of contract. In a management fee account, MMS manages the services and facilities, but the client is responsible for all or nearly all the costs. Revenues and fees are recognized for the amount of the contractually agreed-upon management fee, any earned incentives, plus any expenses or employee payroll costs paid by the Company and charged back to the client. In a profit and loss account, MMS assumes the risk of profit or loss for the foodservice operation. For such accounts, the amount of revenue reported is the actual revenue generated from meals served to patients, client employees and visitors. Due to the difference between the amount of revenue that is reported for a fee account (net management fees plus reimbursed expenses) and a profit and loss account (gross revenues from meal sales), Management uses the concept of managed volume as an important indicator of the Company's growth and performance. MMS defines and estimates managed volume as the total cost of operating all client accounts as if MMS performed all services on a profit and loss basis. Management uses managed volume as an additional indicator of performance and not as a replacement of financial measures, such as revenues, as defined and required by accounting principles generally accepted in the United States. The Company's managed volume continues to increase at record levels. In fiscal year 2000, managed volume increased $130.7 million, or 20.2%, to $778.6 million compared to $647.9 million in fiscal year 1999. Managed volume increased $143.5 million in fiscal year 1999, or 28.5%, to $647.9 million as compared to $504.4 million in fiscal year 1998. RESULTS OF OPERATIONS - --------------------- 2000 Compared To 1999 Overview The Company is the nation's second largest outsourcing provider in the healthcare and senior living industries. MMS is the only national, publicly held company which specializes exclusively in providing food, nutrition and dining services to the healthcare and senior living markets. MMS serves some of the largest and most prominent hospitals, integrated healthcare systems and senior living communities in the United States. In fiscal year 2000, the Company continued to demonstrate strong financial results, with increases in revenue, operating profit and net income. These accomplishments were due to record levels of new account sales, high account retention, and growth in existing accounts. A key factor contributing to the new record new business was the award of a five-year contract to provide food and nutrition services to over 60 of Tenet HealthSystem Medical, Inc.'s hospitals. Revenue For fiscal year 2000, revenue increased $116.1 million, or 35.7%, to $441.1 million as compared to $325.0 million for fiscal year 1999. The primary source of the increase was the opening of a significant number of new accounts that were larger than accounts which closed during the year. Adding vending operations and increasing employee payrolls at existing accounts also contributed to the growth of revenue as a whole. Gross Profit Gross profit, defined as revenue less operating expenses, increased $12.5 million, or 22.9%, to $66.8 million in fiscal year 2000 as compared to $54.3 million in fiscal year 1999. Management's continued emphasis on food and labor cost reductions and growth of existing account business contributed to the favorable results. Selling, General and Administrative Expenses Selling, general and administrative expenses increased $10.7 million, or 35.9%, to $40.5 million in fiscal year 2000 as compared to $29.8 million in fiscal year 1999. The increase was associated with significant new business attained during the fiscal year, which required additional operating costs and expenses for human resources, training, relocations and promotions. Interest Expense, Net Interest expense increased 16.0% to $2.7 million in fiscal year 2000 as compared to $2.4 million in the prior year due to increased debt levels associated with the Company's increased capital expenditures and stock repurchases. Federal and State Income Taxes The combined federal and state effective tax rate increased to 39.5% in fiscal year 2000 from 39.0% in fiscal year 1999. 1999 Compared To 1998 Overview In fiscal year 1999, the Company showed strong financial results, with increases in revenue, operating profit and net income. The accomplishments were due to continued focus on cost reductions in all accounts, growth in existing accounts, strong new account sales and the acquisition of Culinary Service Network, Inc. ("CSN") in October 1998. CSN was MMS's third acquisition in the senior living market. The experience and practices of these industry experts created a solid foundation for further developing and growing the nation's foremost senior dining services business. (See Note 2 of the Notes to Consolidated Financial Statements for more information.) Page 19 in Annual Report MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Morrison Management Specialists, Inc. and Subsidiaries Revenue In fiscal year 1999, revenue increased $74.6 million, or 29.8%, to $325.0 million as compared to $250.4 million in fiscal year 1998. The primary sources of this increase were growth at existing accounts, including adding vending operations and increasing employee payrolls, opening more and larger accounts than were closed and key acquisitions. Gross Profit Gross profit increased $11.2 million, or 26.0%, to $54.3 million for fiscal year 1999 as compared to $43.1 million in fiscal year 1998. Growth of existing account business, continued emphasis on food and labor cost reductions, and acquisitions all contributed to the favorable results. Selling, General and Administrative Expenses Selling, general and administrative expenses increased $6.9 million, or 29.9%, to $29.8 million for fiscal year 1999 as compared to $22.9 million in fiscal year 1998. The increase was associated with additional costs associated with obtaining new business, such as additional expenses related to human resources, training, relocations and promotions. Interest Expense, Net Interest expense increased 110.0% to $2.4 million in fiscal year 1999 as compared to $1.1 million in the prior year due to higher debt levels associated with the Company's acquisitions and increased capital expenditures for both the Advanced Culinary Centers(TM) and the Company's technology initiatives. Federal and State Income Taxes The combined federal and state effective tax rate decreased to 39.0% in fiscal 1999 from 39.4% in fiscal 1998. YEAR 2000 COMPLIANCE - -------------------- The Company's technology initiatives included both preparations for the year 2000 issue and significant system upgrades and enhancements. Such initiatives identified plans necessary to minimize failures of systems to process date-sensitive information in the year 2000 and beyond. MMS elected to replace its most critical system, a shared-mainframe corporate system, with client-server systems developed using Year 2000 compliant standards. The Company also verified that all other significant vendor licensed software applications were either Year 2000 compliant or would be by December 31, 1999. The Company did not experience any significant failures of its systems during the transition from 1999 to 2000. MMS will continue to monitor system performance throughout the year 2000 to ensure continued compliance. While it is not possible to give an estimate of the costs specifically related to the year 2000 issue, the total cost of these technology initiatives was approximately $5 million. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Cash Flow, Capital Expenditures and Financing Due to the nature of its contract foodservice business, the Company is able to maintain a relatively steady cash flow. Cash flow from operations has historically financed MMS's capital investments. MMS has plans for expansion over the next several years and expects that cash flow from operations plus utilization of the existing lines of credit will be sufficient to provide for this expansion. See "Special Note Regarding Forward-Looking Information." The Company has a $75 million revolving credit facility from four financial institutions extending through July 2, 2003. Borrowings under the credit facility bear interest based on LIBOR. The Company utilizes two interest rate swap agreements with notional amounts of $10 million each to reduce the impact of changes in the interest rates on its floating rate debt. These swap agreements effectively converted $20 million of variable rate borrowings to fixed rates of approximately 5.6% plus the credit spread. Interest expense is adjusted for the differential to be paid or received as interest rates change. The effect of such adjustments on interest expense has not been significant. The Company's swap agreements expose it to credit risks that are inherent in all interest rate swaps. Counterparties to these agreements are major financial institutions. Consequently, the Company believes that the credit risk of its swap agreements is minimal. The Company does not believe that any reasonably likely change in near-term interest rates would have a material adverse effect on the future earnings or cash flows of the Company. The Company's effective interest rate increased to approximately 6.1% in fiscal year 2000 from 5.8% in fiscal year 1999. The increase was primarily due to the increase in the LIBOR rate throughout the fiscal year. On May 31, 2000, MMS had $54.9 million outstanding in total debt, an increase of $5.5 million from $49.4 million in the prior year. Trade accounts receivable make up the majority of MMS's total current assets. Historically, the average days outstanding in trade accounts receivable is less than one month and bad debt expense has been minimal. MMS requires capital principally for acquisitions, new accounts, equipment replacement and remodeling of existing accounts, and the construction of Advanced Culinary Centers(TM). Cash provided by operating activities approximated $22.0 million for fiscal year 2000 compared to $8.1 million in fiscal year 1999. Capital expenditures were approximately $12.6 million, an increase of $4.2 million compared to the $8.4 million in the prior year. The Company did not have material commitments for capital expenditures as of the end of fiscal year 2000. Capital expenditures are anticipated to total approximately $15 million to $20 million for fiscal year 2001. MMS plans to finance this amount primarily through internally generated funds. See "Special Note Regarding Forward-Looking Information." Cash used for acquisition-related expenditures was $1.4 million for fiscal year 2000, a decrease of $5.5 million compared to the $6.9 million in fiscal year 1999. Page 20 in Annual Report MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(continued) Morrison Management Specialists, Inc. and Subsidiaries Stock Repurchase Program In March 1998, MMS's Board of Directors authorized a program to repurchase up to 1,000,000 shares of the Company's Common Stock. An additional 1,000,000 shares were authorized to be repurchased in June of 1999. During fiscal year 2000, the Company repurchased 868,200 shares of the Company's stock at an aggregate cost of $21.0 million. During fiscal year 1999, the Company repurchased 777,210 shares at an aggregate cost of $14.5 million. A total of 259,790 shares remained authorized for repurchase under the Company's stock repurchase program as of the end of fiscal year 2000. Subsequent to year end, in June 2000, the Company's Board of Directors authorized the repurchase of another 1,000,000 shares. Working Capital As of May 31, 2000, working capital was $16.9 million while the current ratio was 1.5:1. Working capital increased $1.2 million from $15.7 million and the current ratio decreased 0.1 from 1.6:1 for fiscal year 1999. Dividends MMS paid approximately $1.9 million in cash dividends to stockholders during fiscal year 2000. The Company plans to pay annual cash dividends of approximately $2.1 million in the next fiscal year. On March 28, 2000, MMS's Board of Directors declared a 10% stock dividend payable on May 19, 2000 to shareholders of record on May 1, 2000. See "Special Note Regarding Forward-Looking Information." KNOWN EVENTS, UNCERTAINTIES AND TRENDS - -------------------------------------- Impact of Inflation In the past, MMS has been able to recover inflationary cost increases through contract inflation adjustments, increased productivity and menu changes. There have been, and there may be in the future, delays in contract inflation adjustments and competitive pressures which limit MMS's ability to recover such cost increases in their entirety. Historically, the effects of inflation on MMS's net income have not been materially adverse. See "Special Note Regarding Forward-Looking Information." Management's Outlook Management believes that growth will continue to occur through sales to integrated healthcare systems and senior living communities, and through expanding services at the Company's existing accounts and the Advanced Culinary Centers(TM). Morrison believes that pressures on hospitals and healthcare systems to outsource foodservices are increasing due to the Balanced Budget Act and managed care. Management believes these pressures will aid the continued growth of MMS. The Company expects growth from the senior living market primarily from focused expertise and the ability to provide unique dining solutions for senior living communities. MMS serves some of the largest and most prominent hospitals, healthcare systems and senior living communities in the United States. The Company strives to maintain its long-term partnerships with these facilities and communities by continuing to increase quality and lower costs. During the upcoming year, MMS believes that additional investments in its team members and programs designed to enhance its aggressive sales drive will add new clients while building stronger relationships with current accounts. By focusing on its market of hospitals and integrated healthcare systems and expanding into the senior living market, the Company believes that it is strategically positioned for strong growth. See "Special Note Regarding Forward-Looking Information." Special Note Regarding Forward-Looking Information The foregoing section and other areas of this report contain various "forward-looking statements" which represent the Company's expectations or beliefs concerning future events, including the following: statements regarding account growth, future capital expenditures and borrowings, the payment of dividends, the impact of inflation and the effects of Management's strategies for growth. The Company cautions that a number of important factors could, individually or in the aggregate, cause actual results to differ materially from those included in the forward-looking statements including, without limitation, the following: healthcare spending trends; the growth of systems and group purchasing organizations; changes in healthcare regulations; increased competition in the healthcare food and nutrition or senior living markets; customers' acceptance of the Company's cost-saving programs; and laws and regulations affecting labor and employee benefit costs. Page 21 in Annual Report CONSOLIDATED STATEMENTS OF INCOME Morrison Management Specialists, Inc. and Subsidiaries For the Fiscal Year Ended - ----------------------------------------------------------------------------------- (In thousands, except per share data) May 31, 2000 May 31, 1999 May 31, 1998 - ----------------------------------------------------------------------------------- Revenues........................... $441,074 $324,968 $250,371 Operating expenses................. 374,310 270,637 207,265 ------------------------------------------------ Gross profit....................... 66,764 54,331 43,106 Selling, general and administra- tive expenses.................... 40,457 29,776 22,919 ------------------------------------------------ 26,307 24,555 20,187 Interest expense, net of interest income of $315 in 2000, $396 in 1999 and $406 in 1998......... 2,734 2,358 1,122 ------------------------------------------------ Income before provision for income taxes..................... 23,573 22,197 19,065 Provision for federal and state income taxes..................... 9,311 8,657 7,513 ------------------------------------------------ Net income......................... $ 14,262 $ 13,540 $ 11,552 ================================================ Earnings per share - Basic......... $ 1.10 $ 1.04 $ 0.88 Earnings per share - Diluted....... $ 1.07 $ 1.02 $ 0.86 Weighted average common shares - Basic................... 12,918 13,071 13,132 Net dilutive effect of stock options and nonvested stock awards........................... 427 244 279 ------------------------------------------------ Weighted average common shares - Diluted................. 13,345 13,315 13,411 ================================================ Prior years' share data and earnings per share amounts have been adjusted to reflect the May 2000 stock dividend. The accompanying notes are an integral part of the financial statements. Page 22 in Annual Report CONSOLIDATED BALANCE SHEETS Morrison Management Specialists, Inc. and Subsidiaries (In thousands) May 31, 2000 May 31, 1999 ---------------------------- ASSETS Current assets: Cash and short-term investments................ $ 3,645 $ 2,780 Receivables: Trade, less allowance for doubtful accounts of $677 at May 31, 2000 and $712 at May 31, 1999......................... 34,952 27,804 Other........................................ 5,465 6,231 Inventories.................................... 4,909 2,940 Prepaid expenses............................... 3,209 2,312 Deferred income tax benefits................... 1,397 1,747 ---------------------------- Total current assets............................. 53,577 43,814 Property and equipment - at cost: Land........................................... 1,375 - Buildings and improvements..................... 6,512 5,931 Equipment...................................... 28,445 24,923 Construction in progress....................... 4,467 121 ---------------------------- 40,799 30,975 Less accumulated depreciation.................... 15,408 12,376 ---------------------------- 25,391 18,599 Deferred income tax benefits..................... 2,506 2,947 Cost in excess of net assets acquired, net....... 18,670 18,331 Notes receivable, less current portion........... 1,024 3,626 Deferred Compensation Plan assets................ 6,517 4,910 Other assets..................................... 12,775 10,700 ---------------------------- Total assets..................................... $120,460 $102,927 ============================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable............................... $ 19,290 $ 15,091 Accrued liabilities: Taxes, other than income taxes............... 3,834 2,187 Payroll and related costs.................... 10,675 7,322 Insurance.................................... 1,278 1,909 Other........................................ 1,602 1,499 Current portion of long-term debt.............. 28 136 ---------------------------- Total current liabilities........................ 36,707 28,144 Long-term debt................................... 54,865 49,305 Deferred Compensation Plan obligation............ 6,517 4,910 Other liabilities................................ 7,286 6,005 Stockholders' equity: Common stock, $0.01 par value (authorized 100,000 shares; issued: 2000 - 12,704 shares; 1999 - 11,977 shares)....................... 127 120 Capital in excess of par value................ 16,488 3,324 Unearned ESOP shares.......................... (2,292) (2,806) Deferred Compensation Plan liability payable in Company stock.................... 1,645 1,518 Retained earnings............................. 762 13,925 ----------------------------- 16,730 16,081 Less cost of Company stock held by Deferred Compensation Plan............................. 1,645 1,518 ----------------------------- Total stockholders' equity...................... 15,085 14,563 ----------------------------- Total liabilities and stockholders' equity...... $120,460 $102,927 ============================= The accompanying notes are an integral part of the financial statements. Page 23 in Annual Report CONSOLIDATED STATEMENTS OF CASH FLOWS Morrison Management Specialists, Inc. and Subsidiaries For the Fiscal Year Ended ------------------------------------------------- (In thousands) May 31, 2000 May 31, 1999 May 31, 1998 ------------------------------------------------- OPERATING ACTIVITIES: Net income..................... $14,262 $ 13,540 $ 11,552 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation................... 4,862 3,254 2,538 Amortization of intangibles.... 1,021 860 377 Deferred income taxes.......... 791 (182) (811) Gain on disposition of assets.. (140) (112) (19) Changes in operating assets and liabilities: Receivables................ (3,780) (5,949) (6,359) Inventories................ (1,969) (4) (246) Prepaid and other assets... (4,579) (4,141) (3,420) Accounts payable, accrued and other liabilities.... 11,559 855 3,430 ------------------------------------------------- Net cash provided by operating activities................... 22,027 8,121 7,042 ------------------------------------------------- INVESTING ACTIVITIES: Purchases of property and equipment.................... (12,582) (8,389) (8,850) Proceeds from disposal of assets....................... 1,068 799 268 Acquisition of businesses, net of cash acquired......... (1,360) (6,859) (7,464) ------------------------------------------------- Net cash used by investing activities................... (12,874) (14,449) (16,046) ------------------------------------------------- FINANCING ACTIVITIES: Net proceeds from long-term debt......................... 26,560 19,893 21,690 Principal payments on long-term debt......................... (21,108) (7,309) (5,011) Proceeds from exercise of stock options and issuance of stock, net of income tax benefits..................... 8,211 6,766 3,054 Dividends paid................. (1,886) (1,937) (9,877) Payments to acquire Treasury Stock........................ (20,961) (14,539) (1,891) ESOP shares released .......... 896 514 412 ------------------------------------------------- Net cash (used)/provided by financing activities.......... (8,288) 3,388 8,377 ------------------------------------------------- Increase/(decrease) in cash and short-term investments... 865 (2,940) (627) Cash and short-term investments at the beginning of the year........ 2,780 5,720 6,347 ------------------------------------------------- Cash and short-term investments at the end of the year....... $ 3,645 $ 2,780 $ 5,720 ================================================= Supplemental disclosure of cash flow information - cash paid for: Interest................... $ 3,015 $ 2,924 $ 1,696 Income taxes............... $ 6,938 $ 9,386 $ 7,933 The accompanying notes are an integral part of the financial statements. Page 24 in Annual Report CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Morrison Management Specialists, Inc. and Subsidiaries (In thousands, except per share data) May 31, 2000 May 31, 1999 May 31, 1998 Shares Amount Shares Amount Shares Amount ----------------- ----------------- ----------------- COMMON STOCK Beginning balance..................... 11,977 $ 120 12,379 $ 124 12,165 $ 122 Stock dividend........................ 1,144 11 0 0 0 0 Shares issued under Stock Incentive Plans............................... 451 5 470 5 214 2 Cancellation of Treasury Stock........ (868) (9) (872) (9) 0 0 ----------------- ----------------- ----------------- Ending balance........................ 12,704 127 11,977 120 12,379 124 ----------------- ----------------- ----------------- CAPTIAL IN EXCESS OF PAR VALUE Beginning balance..................... 3,324 12,859 9,717 Stock dividend........................ 25,528 0 0 Shares issued under Stock Incentive Plans, net of income tax benefits... 8,206 6,761 3,052 Shares released from ESOP............. 382 125 90 Cancellation of Treasury Stock........ (20,952) (16,421) 0 ------------------ ----------------- ----------------- Ending balance........................ 16,488 3,324 12,859 ------------------ ----------------- ----------------- UNEARNED ESOP SHARES Beginning balance..................... (198) (2,806) (226) (3,195) (249) (3,517) Shares released from ESOP............. 20 514 28 389 23 322 ------------------ ----------------- ----------------- Ending balance........................ (178) (2,292) (198) (2,806) (226) (3,195) ------------------ ----------------- ----------------- DEFERRED COMPENSATION PLAN LIABILITY PAYABLE IN COMPANY STOCK Beginning balance..................... 1,518 1,848 1,341 Net change............................ 127 (330) 507 ------------------ ----------------- ----------------- Ending balance........................ 1,645 1,518 1,848 ------------------ ----------------- ----------------- RETAINED EARNINGS Beginning balance..................... 13,925 2,322 647 Net income............................ 14,262 13,540 11,552 Stock dividend........................ (25,539) 0 0 Cash dividends of $0.16 per share in fiscal 2000 and 1999; $0.82 per share in fiscal 1998................ (1,886) (1,937) (9,877) ------------------ ----------------- ----------------- Ending balance........................ 762 13,925 2,322 ------------------ ----------------- ----------------- TREASURY/COMPANY STOCK HELD BY DEFERRED COMPENSATION PLAN Beginning balance..................... (85) (1,518) (199) (3,738) (95) (1,341) Cancellation/(Purchase) of Treasury Stock............................... 0 0 95 1,891 (95) (1,891) (Purchase)/Sale of Company Stock - held by Deferred Compensation Plan.. (13) (127) 19 329 (9) (506) ------------------ ----------------- ----------------- Ending balance........................ (98) (1,645) (85) (1,518) (199) (3,738) ------------------ ----------------- ----------------- Total Stockholders' Equity............ $15,085 $14,563 $10,220 ================== ================= ================= The accompanying notes are an integral part of the financial statements. Page 25 in Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Morrison Management Specialists, Inc. and Subsidiaries NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION On March 9, 1996, Morrison Health Care, Inc. and Subsidiaries ("MHCI") was spun off (the "Distribution") from Morrison Restaurants Inc. ("MRI"). Effective June 30, 1999 MHCI changed its name to Morrison Management Specialists, Inc. (the "Company" or "MMS"). Prior to the Distribution, MMS was a wholly owned healthcare contract food and nutrition business of MRI. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires Management to make estimates and assumptions that affect the reported amounts of the assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. BUSINESS AND CREDIT RISK CONCENTRATIONS The Company primarily competes in the healthcare food, nutrition and senior dining services and encounters significant competition in these markets. The length of each contract varies by customer. During fiscal year 2000, the Company was awarded a new five-year contract to provide food and nutrition services to over 60 of Tenet HealthSystem Medical, Inc.'s ("Tenet") hospitals. The revenue from the Tenet accounts for fiscal years 2000, 1999 and 1998 was $69.2 million, $23.2 million and $12.0 million, respectively. These revenues accounted for 15.7%, 7.2% and 4.8% of total revenue for fiscal years 2000, 1999 and 1998, respectively. Concentration of credit risk with respect to trade accounts receivable is generally limited due to the large number of customers that make up the Company's customer base, thus spreading trade risk. With the addition of new Tenet accounts, Tenet accounted for 12.9% and 6.8% of total accounts receivable at May 31, 2000 and 1999, respectively. The Company maintains reserves for potential uncollectible amounts which, in aggregate, have not exceeded Management's expectations. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of MMS and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. FISCAL YEAR Effective with the fiscal year 1998, the Company's fiscal year ends on May 31. Starting with fiscal year 1998, the Company changed from a 52-53 week fiscal year to a 12-month fiscal year ending May 31 each year. CASH AND SHORT-TERM INVESTMENTS The Company's cash management program provides for the investment of excess cash balances in short-term money market instruments. Short-term investments are stated at cost, which approximates market. The Company considers marketable securities with a maturity of three months or less when purchased to be short-term investments. INVENTORIES Inventories consist of materials, food supplies, china and silver and are stated at the lower of cost (first in-first out) or market. PROPERTY AND EQUIPMENT DEPRECIATION Property and equipment are stated at cost and are being depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. Annual rates of depreciation generally range from 3% to 5% for buildings and from 10% to 34% for kitchen and other equipment. Costs incurred in connection with the construction at major facilities or of Advanced Culinary Centers(TM) are capitalized as construction in progress until such facilities or centers become operational. Interest is capitalized in connection with these capitalized construction costs. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset's estimated useful life. In fiscal 2000, 1999 and 1998, $37,011, $219,000 and $127,000 of interest was capitalized, respectively. Property and equipment are periodically reviewed for impairment based on an assessment of future operations. The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the asset's carrying amount. INTANGIBLE ASSETS Excess of costs over the fair value of net assets acquired with purchased businesses generally is amortized on a straight-line basis over periods ranging from 10 to 40 years. At May 31, 2000, 1999 and 1998, the accumulated amortization for costs in excess of net assets acquired was $3.8 million, $2.8 million and $1.9 million, respectively. The carrying value of goodwill and other intangibles is evaluated periodically in relation to the operating performance and future undiscounted cash flows of each operating business acquired. Adjustments are made if the sum of expected future net cash flows is less than net book value. The Company believes that the remaining amounts of these assets have continuing value. Page 26 in Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Morrison Management Specialists, Inc. and Subsidiaries REVENUE RECOGNITION Revenue is recognized upon performance of services. The Company generally performs its services pursuant to either management fee or profit and loss contracts. While actual services performed are the same, revenue recognition varies by type of contract. In a management fee account, MMS manages the services and facilities, but the client is responsible for all or nearly all the costs. Revenue and fees are recognized for the amount of the contractually agreed upon management fee and any earned incentives plus the amount of any expenses or employee payroll costs paid by the Company and charged back to the client. In a profit and loss account, MMS assumes the risk of profit or loss for the foodservice operation. For such accounts, the amount of revenue reported is the actual revenue generated from meals served to patients, client employees and visitors. INCOME TAXES Deferred income taxes are determined utilizing a liability approach. This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities. STOCK-BASED COMPENSATION Stock options are recorded in accordance with Accounting Principles Board Opinion ("APB") No. 25, with pro forma disclosures of net income and earnings per share as if Statement of Financial Accounting Standards ("SFAS") No. 123 had been applied. NEW ACCOUNTING STANDARDS The Financial Accounting Standards Board has issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," Statement No. 137, "Accounting for Derivative and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133," and statement No. 138, "Accounting for Certain Derivative Instruments and certain Hedging Activities- an amendment of FASB Statement No. 133," which establish reporting standards for derivative instruments. These statements are effective for all fiscal quarters of all fiscal years beginning after June 15, 2000, and will be adopted by the Company in fiscal 2002. Based upon the Company's current limited use of derivative instruments and hedging activities, Management does not believe the statement will have a material impact on the Company's consolidated financial position, results of operations or cash flows. PRE-OPENING EXPENSES Pre-opening costs, such as salaries, personnel training costs and other expenses of opening a new account, are often reimbursed by the client. In circumstances when they are not reimbursed, these costs are charged to expense as incurred. FINANCIAL INSTRUMENTS The Company's financial instruments at May 31, 2000, 1999 and 1998 consisted of cash and short-term investments, accounts and notes receivable, long-term debt and interest rate swap agreements. The fair value of these financial instruments, except the interest rate swap agreements, approximated the carrying amounts reported in the balance sheets. Cash is deposited in financial institutions which carry FDIC insurance. From time to time, the cash balances in these institutions exceed the insured amount. Management does not believe this is a significant risk to the Company. The Company uses interest rate swap agreements to manage interest rate exposure. The fair value of such swap agreements was not significant at May 31, 2000. Although substantially all of the Company's trade accounts receivable are from healthcare institutions, Management believes that concentrations of credit risk are limited due to the geographic diversity of the Company's customer base. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Historically, the Company has not experienced significant losses related to trade accounts receivable from individual customers or from groups of customers in any geographic area. RECLASSIFICATION Certain prior year amounts and balances have been reclassified to conform to the current year presentation. Page 27 in Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Morrison Management Specialists, Inc. and Subsidiaries NOTE 2. ACQUISTIONS In October 1998, the Company acquired all of the outstanding common stock of Philadelphia-based Culinary Service Network, Inc. In March 1998, the Company acquired substantially all of the assets of Chicago-based Spectra Services, Inc. In January 1998, the Company acquired all of the outstanding common stock of Phoenix-based Drake Management Services, Inc. Each of the companies, which provided dining services in the senior living market, were acquired for cash, with a total acquisition price of $12.1 million. Contingent payments may be earned by sellers in future years. Approximately $1.4 million of additional consideration was paid in the year ended May 31, 2000. The acquisitions were accounted for using the purchase method of accounting, and the resulting goodwill is being amortized over 20 years using the straight-line method. The operating results of these companies have been included from their respective acquisition dates. Pro forma results are not presented for these acquisitions as they were not significant during the periods presented. NOTE 3. LONG-TERM DEBT Long-term debt consists of the following: --------------------------------------- (In thousands) May 31, 2000 May 31, 1999 --------------------------------------- Variable rate revolving credit facility due in full 7/2/03............ $52,115 $46,555 Other notes and mortgages................ 2,778 2,886 --------------------------------------- 54,893 49,441 Less current maturities.................. 28 136 --------------------------------------- $54,865 $49,305 ======================================= The Company has a $75 million credit facility with four financial institutions extending through July 2, 2003. Borrowings under the credit facility bear a variable interest rate based upon LIBOR. Commitment fees range from 0.20% to 0.30% per annum based on the Company's leverage ratio and are payable on the unused portion of the credit facility. At May 31, 2000, the Company had $52.1 million in borrowings under the agreement, with a weighted average variable rate of approximately 6.5%. The Company utilizes two interest rate swap agreements, with a notional amount of $20 million at May 31, 2000, to reduce the impact of changes in the interest rates on its floating rate debt. Under these agreements, MMS pays the counterparties interest at a weighted average fixed rate of approximately 5.6% plus the credit spread, and the counterparties pay MMS interest at a variable rate equal to LIBOR. The differential to be paid or received is accrued as interest rates change and is recognized as an adjustment to the interest expense related to the debt. The related amount payable or receivable from counterparties is included in trade and other receivables or payables. In addition, the Company had uncommitted demand lines of credit amounting to $5 million. At May 31, 2000, the Company did not have any borrowings outstanding under these agreements. The credit facility contains certain restrictions on incurring additional indebtedness and certain funded debt, and fixed charge coverage requirements. The Company was in compliance with all such covenants at May 31, 2000. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Morrison Management Specialists, Inc. and Subsidiaries NOTE 4. INCOME TAXES The components of income tax expense (benefit) are as follows: (In thousands) For the Fiscal Year Ended -------------------------------------------------- May 31, 2000 May 31, 1999 May 31,1998 -------------------------------------------------- Current: Federal...................... $7,399 $7,301 $6,875 State........................ 1,121 1,538 1,449 -------------------------------------------------- 8,520 8,839 8,324 -------------------------------------------------- Deferred: Federal...................... 838 (150) (670) State........................ (47) ( 32) (141) -------------------------------------------------- 791 (182) (811) -------------------------------------------------- $9,311 $8,657 $7,513 ================================================== Deferred tax assets and liabilities are comprised of the following: ------------------------------------ (In thousands) May 31, 2000 May 31, 1999 ------------------------------------ Deferred tax assets: Employee benefits.......................... $5,410 $4,484 Insurance reserves......................... 798 1,093 Bad debt reserve........................... 271 292 Other...................................... 467 907 ------------------------------------ Total deferred tax assets.................. 6,946 6,776 ------------------------------------ Deferred tax liabilities: Property and equipment..................... 1,991 517 Retirement plans........................... 502 451 Prepaid deductions......................... 111 157 Other...................................... 439 957 ------------------------------------ Total deferred tax liabilities............. 3,043 2,082 ------------------------------------ Net deferred tax assets.................... $3,903 $4,694 ==================================== Page 28 in Annual Report SFAS No. 109 specifies that deferred tax assets are to be reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. Management believes that future taxable income will be sufficient to realize all of the Company's deferred tax assets based on historical earnings of the Company; therefore, a valuation allowance has not been established. A reconciliation from the statutory federal income tax expense to the reported income tax expense is shown below: (In thousands) For the Fiscal Year Ended -------------------------------------------- May 31, 2000 May 31, 1999 May 31,1998 -------------------------------------------- Statutory federal income taxes..... $8,250 $7,769 $6,673 State income taxes net of federal income tax benefit....... 702 839 853 Other, net......................... 359 49 (13) -------------------------------------------- $9,311 $8,657 $7,513 ============================================ The effective income tax rate was 39.5%, 39.0% and 39.4% in fiscal years 2000, 1999 and 1998, respectively. NOTE 5. EMPLOYEE BENEFIT PLANS DEFINED CONTRIBUTION PLANS: Salary Deferral Plan Under the Company's Salary Deferral Plan, each eligible employee may elect to make pretax contributions to a trust fund in amounts ranging from 2% to 10% of their annual earnings. The Company's contribution to the Plan is based on the employee's pretax contribution and years of service. Under the provisions of the Plan, highly compensated employees, as defined by the Internal Revenue Code, are limited to contributions of 3% and receive a maximum of a 20% match. The Company's contributions to the trust fund approximated $655,000, $515,000 and $414,000 for fiscal years 2000, 1999 and 1998, respectively. During fiscal year 1997, the Company began sponsorship of an employee stock ownership (ESOP) feature covering participants in the Salary Deferral Plan. The Company loaned the Plan $3.6 million (with outstanding balances of $2.3 million and $2.8 million at May 31, 2000 and May 31, 1999, respectively) to purchase approximately 280,000 shares of common stock, at an interest rate of 5.47%. The Company adopted the provisions of AICPA Statement of Position No. 93-6 which requires that compensation expense be measured based on the fair value of the shares over the period the shares are earned. The fair value of unearned shares at May 31, 2000 and May 31, 1999 was approximately $4,853,000 and $3,885,000, respectively. Deferred Compensation Plan The Company maintains the Deferred Compensation Plan for certain selected employees. The provisions of this Plan are similar to those of the Salary Deferral Plan. Differences include which employees are eligible to participate and the limitations on the amount of deferrals that may be elected by participants. The Company's contributions under the Plan approximated $185,000, $112,000 and $104,000, for fiscal years 2000, 1999 and 1998, respectively. Assets of the Plan are held in a rabbi trust and must be accounted for as if they are assets of the Company. Assets and liabilities of the Plan approximated $8,162,000 and $6,428,000 at May 31, 2000 and 1999, respectively, and include $1,645,000 and $1,518,000, respectively, of MMS common stock, which is accounted for as treasury stock at cost. DEFINED BENEFIT PLANS: Retirement Plan The Retirement Plan was frozen by Ruby Tuesday, Inc. ("RTI") (formerly Morrison Restaurants Inc.) on December 31, 1987. The Company is a joint sponsor of the Retirement Plan. No additional benefits accrued, no contributions were made, and no new participants entered the Plan after that date. The Company will continue to share in future expenses of the Plan. Participants will receive benefits based upon salary and length of service. The Plan's assets include common stock, fixed income securities, short-term investments and cash. Executive Supplemental Pension Plan Under the Company's Executive Supplemental Pension Plan, employees with a salary of at least $100,000 for five consecutive years in a qualifying position become eligible to earn supplemental retirement payments based upon salary and length of service, reduced by Social Security benefits and amounts otherwise receivable under the Retirement Plan. Management Retirement Plan Under the Company's Management Retirement Plan, individuals that have 15 years of credited service (as defined by the Company) and earn an average annual compensation of at least $40,000 for the immediately preceding three years become participants. Participants receive benefits based upon salary and length of service, reduced by Social Security benefits and benefits payable under the Retirement Plan and Executive Supplemental Pension Plan. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Morrison Management Specialists, Inc. and Subsidiaries To provide a funding source for the payment of benefits under the Executive Supplemental Pension Plan and the Management Retirement Plan, the Company owns various life insurance contracts on some of the participants. The cash value of these policies, net of loans, was $3,632,000 at May 31, 2000 and $2,204,000 at May 31, 1999. The policies have been placed in a rabbi trust which will hold the policies and death benefit proceeds as they are received. Page 29 in Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Morrison Management Specialists, Inc. and Subsidiaries The following table reconciles the change in the pension benefit obligation and the fair market value of plan assets and presents the components of pension expense, the funded status and the amounts recognized in the Company's consolidated financial statements for the Retirement Plan, the Executive Supplemental Pension Plan and the Management Retirement Plan. (In thousands) Benefit Obligation Assets Exceed Exceeds Assets -Executive Benefit Obligation - Supplemental Pension Plan Retirement Plan and Management Retirement Plan ---------------------------------- ------------------------------------ May 31, May 31, May 31, May 31, May 31, May 31, For the Fiscal Year Ended 2000 1999 1998 2000 1999 1998 ---------------------------------- ------------------------------------ COMPONENTS OF NET PERIODIC PENSION EXPENSE/(INCOME): Service cost........................ $ 0 $ 0 $ 0 $ 177 $ 140 $ 108 Interest cost....................... 293 274 347 408 322 270 Expected return on plan assets...... (391) (342) (1,046) 0 0 0 Amortization and deferral........... 128 (8) 629 220 184 149 ---------------------------------- -------------------------------------- Net periodic pension expense/ (income)........................... $ 30 $ (76) $ (70) $ 805 $ 646 $ 527 ================================== ====================================== CHANGE IN BENEFIT OBLIGATION: Benefit obligation at beginning of year........................... $4,163 $3,895 $ 5,261 $ 4,318 Service cost ....................... 0 0 177 140 Interest cost....................... 293 274 408 322 Actuarial (gains) losses............ (33) 588 616 524 Benefit payments.................... (571) (594) (134) (43) -------------------- ------------------------ Benefit obligation at end of year... $3,852 $4,163 $ 6,328 $ 5,261 ==================== ======================== CHANGE IN FAIR VALUE OF PLAN ASSETS: Fair value at beginning of year..... $4,174 $4,425 $ 0 $ 0 Benefit payments.................... (572) (593) 0 0 Actual return on plan assets........ 391 266 0 0 Gains on investments................ 18 76 0 0 -------------------- ------------------------ Fair value at end of year........... $4,011 $4,174 $ 0 $ 0 ==================== ======================== FUNDED(UNFUNDED) STATUS $ 159 $ 11 $(6,328) $(5,261) Unrecognized prior service cost..... 0 0 677 207 Unrecognized net losses............. 961 1,071 1,370 1,383 Unrecognized net transition obligation........................ 142 211 396 456 Additional minimum liability........ 0 0 (609) (291) -------------------- ------------------------ Prepaid (accrued) benefit cost...... $1,262 $1,293 $(4,494) $(3,506) ==================== ======================== The weighted average discount rate for all three plans was 8.0%, 7.5% and 7.5% for fiscal years 2000, 1999 and 1998, respectively. The rate of increase in compensation levels for the Executive Supplemental Pension Plan and the Management Retirement Plan was 4% for all three years presented. The expected long-term rate of return on plan assets for the Retirement Plan was 10% for all three years. The aggregate projected benefit obligation and the accumulated benefit obligation for the Executive Supplemental Pension Plan and the Management Retirement Plan, both of which exceed the fair value of plan assets, were $6,328,000 and $4,494,000, respectively, as of May 31, 2000, and $5,261,000 and $3,463,000, respectively, as of May 31, 1999. For the Retirement Plan, the projected benefit obligation equaled the accumulated benefit obligation and was less than the fair value of plan assets as of May 31, 2000 and May 31, 1999. Page 30 in Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Morrison Management Specialists, Inc. and Subsidiaries NOTE 6. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS The Company provides health care benefits and life insurance benefits to eligible retirees. Benefits are funded as medical claims and life insurance premiums are incurred. Retirees become eligible for retirement benefits if they have met certain service and minimum age requirements at date of retirement. The Company accrues expenses related to postretirement healthcare and life insurance benefits during the years an employee provides services. The following table reconciles the change in the postretirement benefit obligation and the fair market value of plan assets and presents the components of net periodic postretirement benefit expense, the funded status and the amounts recognized in the Company's consolidated financial statements: (In thousands) ------------------------------------------------------------------------------- For the Fiscal Year Ended May 31, 2000 May 31, 1999 May 31,1998 ------------------------------------------------------------------------------- Components of net periodic postretirement expense: Service cost........................ $ 6 $ 8 $ 7 Interest cost....................... 89 136 147 Amortization and deferral........... 24 17 4 -------------------------------------------- Net periodic postretirement expense. $ 119 $ 161 $158 ============================================ Change in benefit obligation: Benefit obligation at beginning of year.......................... $ 1,853 $ 1,919 Service cost....................... 6 8 Interest cost...................... 89 136 Actuarial (gains) losses........... (502) 0 Benefit payments................... (119) (210) -------------------------------- Benefit obligation at end of year.. $ 1,327 $ 1,853 ================================ Change in fair value of plan assets: Fair value at beginning of year.... $ 0 $ 0 Employer contributions............. 119 210 Benefit payments................... (119) (210) -------------------------------- Fair value at end of year.......... $ 0 $ 0 ================================ Funded (unfunded) status........... $(1,327) $(1,853) Unrecognized prior service cost.... (95) (117) Unrecognized net (gains)/losses.... (34) 466 -------------------------------- Accrued postretirement benefit cost............................. $(1,456) $(1,504) ================================ The weighted average discount rate used for measuring the accumulated postretirement benefit obligation was 8.0%, 7.5% and 7.5% for fiscal years 2000, 1999 and 1998, respectively. SFAS No. 132 requires the disclosure of the impact of a one percent increase and a one percent decrease in the assumed healthcare cost trend rates on the accumulated postretirement benefit obligation and the service and interest costs components of net periodic postretirement benefit costs. This benefit is not subject to healthcare inflation, therefore, there is no impact from a one percent increase or decrease in the trend rates. NOTE 7. PREFERRED STOCK Under its Certificate of Incorporation, the Company is authorized to issue preferred stock with a par value of $0.01 in an amount not to exceed 250,000 shares which may be divided into and issued in designated series, with dividend rates, rights of conversion, redemption, liquidation prices and other terms or conditions as determined by the Board of Directors. No preferred shares have been issued as of May 31, 2000. The Board of Directors has designated 50,000 of such shares as Series A Junior Participating Preferred Stock and has issued rights to acquire such shares, upon certain events, at an exercise price of $75 per one one-thousandth of a share, subject to adjustment. Under certain circumstances, the rights will entitle the holders thereof to receive, upon payment of the exercise price, in lieu of preferred shares, shares of common stock with a market value equal to twice the exercise price. The rights will expire on March 1, 2006 and may be redeemed prior to ten days after the acquisition by any person or group of 20% or more of the Company's common stock without the consent of the Company. NOTE 8. STOCK DIVIDEND On May 19, 2000, the Company paid a 10% stock dividend to shareholders of record on May 1, 2000. Fractional shares were cashed out and payments were made to shareholders in lieu of fractional shares on May 19, 2000. The basic and diluted weighted average number of shares outstanding and net income per share information for all prior reporting periods have been restated to reflect the effects of the stock dividend. Page 31 in Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Morrison Management Specialists, Inc. and Subsidiaries NOTE 9. STOCK INCENTIVE PLANS Under the Company's stock incentive plans, equity incentives may be granted to key employees and outside directors to purchase shares of Company stock. The Company's 1996 Stock Incentive Plan and 1996 Non-Executive Stock Incentive Plan (the Plans) are both administered by a Committee, appointed by the Board, which has complete discretion to determine participants and the terms and provisions of stock incentives, subject to the Plans. The Plans permit the Committee to make awards of a variety of stock incentives, including (but not limited to) dividend equivalent rights, incentive stock options, non-qualified stock options, performance unit awards, phantom shares, stock appreciation rights and stock awards. All options awarded under the Plans have been at the prevailing market value at the time of issue or grant. All options granted have five-year or ten-year terms and become exercisable at the end of two or three years of continued employment. At May 31, 2000 and 1999, the Company had reserved a total of 1,565,758 and 1,762,684 shares, respectively, of common stock under the Company's 1996 Stock Incentive Plan, and a total of 1,725,717 and 2,020,924 shares, respectively, of common stock under the 1996 Non-Executive Stock Incentive Plan. The Company's Stock Incentive and Deferred Compensation Plan for Directors provides non-management directors with opportunities to defer the receipt of their retainer fees or to allocate their retainer fees to purchase shares of the Company. In general, the Plan sets a target ownership level for non-management directors. All options awarded under the Plan have been at the prevailing market price at the time of grant. A Committee, appointed by the Board, administers the Plan on behalf of the Company. At May 31, 2000 and 1999, the Company had reserved 78,910 and 85,380 shares, respectively, of common stock for this Plan. The Company applies APB No. 25 and related interpretations in accounting for its stock incentive plans. Under APB No. 25, because the exercise price of the Company's employee stock options is set at the prevailing market value, no compensation expense is recognized. Pro forma information regarding net income and earnings per share has been determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for fiscal years 2000, 1999 and 1998, respectively: risk-free interest rates of 5.7%, 5.5% and 5.7%; volatility factors of .28, .17 and .24; dividend yields of 0.6%, 0.7% and 0.9%; and weighted average expected lives of 6.7, 7.0 and 7.5 years. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. Prior years' share data and earnings per share amounts have been adjusted to reflect the May 2000 stock dividend. The Company's pro forma information follows: (In thousands, except per share data) For the Fiscal Year Ended ------------------------------------- May 31, May 31, May 31, 2000 1999 1998 ------------------------------------- Pro forma net income - Basic and Diluted... $12,216 $12,224 $10,771 Pro forma earnings per share - Basic....... $ 0.95 $ 0.94 $ 0.82 Pro forma earnings per share - Diluted..... $ 0.92 $ 0.92 $ 0.80 The effects of applying SFAS No. 123 in this pro forma disclosure are not indicative of future amounts. SFAS No. 123 does not apply to awards made prior to fiscal year 1996, and additional awards are anticipated. Page 32 in Annual Report A summary of the Company's stock option activity and related information for the years ended May, 31, 2000, 1999 and 1998 follows: May 31, 2000 May 31, 1999 May 31, 1998 ------------------- ------------------- ------------------- Weighted Weighted Weighted Average Average Average Options Exercise Options Exercise Options Exercise (000) Price (000) Price (000) Price ------------------- ------------------- ------------------- Outstanding - beginning of year........ 2,114 $15.20 2,471 $14.95 2,538 $14.38 Granted................................ 1,100 $18.25 628 $15.93 392 $16.15 Exercised.............................. (498) $15.19 (697) $13.35 (301) $10.95 Forfeited.............................. (130) $20.93 (288) $19.15 (158) $14.14 ------------------- ------------------- ------------------- Outstanding - end of year.............. 2,586 $16.21 2,114 $15.20 2,471 $14.95 =================== =================== =================== Exercisable at end of year............. 874 $14.26 1,143 $15.02 1,210 $15.54 =================== =================== =================== Weighted average fair value of options granted during the year..... $ 6.30 $ 4.85 $ 6.05 =================== =================== =================== The following table summarizes information about stock options outstanding at May 31, 2000: ----------------------------------------------------------------- Options Outstanding Options Exercisable ----------------------------------------------------------------- Weighted Weighted Average Weighted Range of Number Average Remaining Number Average Exercise Outstanding Exercise Contractual Exercisable Exercise Prices (000) Price Life (000) Price - ------------------------------------------------------------------------------------------------------ $ 8.16 - $15.00...................... 814 $13.80 2.96 743 $13.70 $15.06 - $16.14...................... 693 $15.65 7.35 80 $15.77 $16.36 - $17.78...................... 674 $17.68 8.73 11 $16.97 $17.84 - $28.72...................... 405 $19.60 6.07 40 $20.73 ----------------------------------------------------------------- 2,586 $16.21 6.13 874 $14.26 ================================================================= NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Morrison Management Specialists, Inc. and Subsidiaries NOTE 10. CONTINGENCIES At May 31, 2000, the Company was contingently liable for approximately $5.8 million in letters of credit, issued primarily in connection with its workers' compensation and casualty insurance programs. The Company is presently, and from time to time, subject to pending claims and lawsuits arising in the ordinary course of its business. In the opinion of Management, the ultimate resolution of these pending legal proceedings will not have a material adverse effect on the Company's operations or financial position. Prior to the Distribution, the Company entered into an agreement with Morrison Fresh Cooking, Inc., a company also spun off in the Distribution, and MRI, which subsequently changed its name to Ruby Tuesday, Inc., providing for assumptions of liabilities and cross-indemnities. These agreements are designed to allocate generally, among the three companies, effective as of the Distribution date, financial responsibility for liabilities arising out of or in connection with business activities prior to the Distribution. No significant amounts were incurred under this agreement during fiscal year 2000 or 1999. NOTE 11. SUBSEQUENT EVENT (UNAUDITED) Subsequent to May 31, 2000, the Company entered into a strategic alliance with foodbuy.com, Inc., a purchasing services firm in the foodservice industry utilizing e-business technology. In addition, the Company made a minority investment in foodbuy.com, Inc. of approximately $3.0 million. Page 33 in Annual Report NOTE 12. SUPPLEMENTAL QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly financial results for the years ended May 31, 2000 and May 31, 1999 are summarized below. All quarters are composed of three months. First Second Third Fourth (In thousands, except per share data) Quarter Quarter Quarter Quarter Total - ----------------------------------------------------------------------------------------------------- For the fiscal year ended May 31, 2000 Revenues................................... $93,983 $101,185 $115,024 $130,882 $441,074 ===================================================================================================== Gross profit*.............................. $15,031 $ 16,110 $ 15,425 $ 20,198 $ 66,764 ===================================================================================================== Income before income taxes................. $ 6,020 $ 5,680 $ 3,876 $ 7,997 $ 23,573 Provision for federal and state income taxes............................. 2,375 2,232 1,546 3,158 9,311 ---------------------------------------------------------- Net income................................. $ 3,645 $ 3,448 $ 2,330 $ 4,839 $ 14,262 ========================================================== Earnings per share:** Basic.................................. $ 0.28 $ 0.26 $ 0.19 $ 0.37 $ 1.10 Diluted................................ $ 0.27 $ 0.26 $ 0.18 $ 0.36 $ 1.07 For the fiscal year ended May 31, 1999 Revenues................................... $72,246 $ 77,833 $84,085 $90,804 $324,968 ==================================================================================================== Gross profit*.............................. $11,597 $ 13,255 $13,771 $15,708 $ 54,331 ==================================================================================================== Income before income taxes................. $ 5,255 $ 5,620 $ 5,251 $ 6,071 $ 22,197 Provision for federal and state income taxes............................. 2,103 2,196 2,021 2,337 8,657 --------------------------------------------------------- Net income................................. $ 3,152 $ 3,424 $ 3,230 $ 3,734 $ 13,540 ========================================================= Earnings per share:** Basic.................................. $ 0.24 $ 0.25 $ 0.26 $ 0.29 $ 1.04 Diluted................................ $ 0.24 $ 0.25 $ 0.24 $ 0.29 $ 1.02 *The Company defines gross profit as revenue less operating expenses. **Earnings per share amounts have been adjusted to reflect the May 2000 stock dividend. Page 34 in Annual Report REPORT OF INDEPENDENT AUDITORS Morrison Management Specialists, Inc. and Subsidiaries Stockholders and Board of Directors Morrison Management Specialists, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheets of Morrison Management Specialists, Inc. and Subsidiaries (formerly Morrison Health Care, Inc.) as of May 31, 2000 and May 31, 1999, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three fiscal years in the period ended May 31, 2000. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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, the consolidated financial position of Morrison Management Specialists, Inc. and Subsidiaries at May 31, 2000 and May 31, 1999, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended May 31, 2000, in conformity with accounting principles generally accepted in the United States. /s/Ernst & Young LLP Atlanta, Georgia June 22, 2000 Page 35 in Annual Report SHAREOWNER INFORMATION Morrison Management Specialists, Inc. and Subsidiaries COMMON STOCK MARKET PRICES AND DIVIDENDS Morrison Management Specialists, Inc. common stock is publicly traded on the New York Stock Exchange (NYSE) under the ticker symbol MHI. The following table sets forth the reported high and low sales prices on the NYSE for each quarter during fiscal years 2000 and 1999. First Second Third Fourth Quarter Quarter Quarter Quarter - ------------------------------------------------------------------------------- 2000 MARKET PRICE PER SHARE: High............................... $23.409 $22.046 $22.841 $28.000 Low................................ $16.875 $16.364 $17.273 $19.205 1999 MARKET PRICE PER SHARE: High............................... $18.068 $16.818 $18.295 $18.125 Low................................ $15.341 $14.545 $16.477 $15.909 Market price per share data has been adjusted to reflect the May 2000 stock dividend. Cash dividends on the common stock of Morrison Management Specialists, Inc. were paid during each quarter of fiscal years 2000 and 1999 as follows: First Second Third Fourth Quarter Quarter Quarter Quarter Total - ----------------------------------------------------------------------------------------- 2000 cash dividends per share.......$0.040 $0.040 $0.040 $0.040 $0.160 1999 cash dividends per share.......$0.040 $0.040 $0.040 $0.040 $0.160 On June 28, 2000, the Company's Board of Directors declared a quarterly dividend of $0.04 per share, payable July 31, 2000, to 3,320 stockholders of record on July 14, 2000. Cash dividends per share of common stock have not been adjusted to reflect the May 2000 stock dividend. TRANSFER AGENT, REGISTRAR, DIVIDEND EXECUTIVE AND OPERATING OFFICES DISBURSING AGENT AND DIVIDEND 1955 Lake Park Drive, SE REINVESTMENT PLAN ADMINISTRATOR Suite 400 SunTrust Bank, Atlanta Smyrna, GA 30080 Mail Code 258 (770) 437-3300 PO Box 4625 Atlanta, GA 30302 FORM 10-K INFORMATION (800) 568-3476 A copy of the Company's annual report on Form 10-K, excluding DIVIDEND REINVESTMENT PLAN exhibits, filed with the Securities For information contact the and Exchange Commission, will be the Dividend Reinvestment Plan furnished to any shareholder Administrator or the Investor Relations without charge upon written request Department. to the: INDEPENDANT AUDITORS Investor Relations Department Ernst & Young LLP 1955 Lake Park Drive, SE, Suite 400 600 Peachtree Street Smyrna, GA 30080 Atlanta, GA 30308 ANNUAL MEETING LEGAL COUNSEL The Annual Meeting of Shareholders Powell, Goldstein, Frazer & Murphy LLP will be held Wednesday, 191 Peachtree Street, NE September 27, 2000, starting at Atlanta, GA 30303 1:00 p.m. EST at the: Georgia International Convention Center 1902 Sullivan Road College Park, GA 30337 Morrison's Spice of Life(TM), The Spice Event (TM) , Advanced Culinary System(TM), Advanced Culinary Center(TM), ACC(TM), Strides for Life(TM), PhD (Pro-Health Dining)(R) and Resident Choice(TM) are trademarks or registered trademarks of Morrison Management Specialists, Inc. Clients for Life(R) is a registered trademark of Tenacity, Inc. All other trademarks identified in this Annual Report are the property of third parties. Page 36 in Annual Report DIRECTORS AND EXECUTIVE OFFICERS Morrison Management Specialists, Inc. THE BOARD OF DIRECTORS EXECUTIVE OFFICERS OF THE COMPANY Glenn A. Davenport Glenn A. Davenport Chairman and Chairman and Chief Executive Officer, Chief Executive Officer Morrison Management Specialists, Inc. K. Wyatt Engwall Claire L. Arnold (1,2,3) Chief Financial Officer Chairman and Chief Executive and Assistant Secretary Officer, Leapfrog Services Inc.; Former Chief Executive John E. Fountain Officer, NCC L.P. Vice President, General Counsel and Secretary E. Eugene Bishop (1,2,3) Former Chairman Jerry D. Underhill and Chief Executive Officer, President, Morrison Healthcare Morrison Restaurants Inc. Food Services Fred L. Brown (1,2,3) Eugene D. Dolloff Vice Chairman, BJC Health President, Morrison Senior Dining System; Immediate Past Chairman, American Hospital Association; Gary L. Gaddy Visiting Professor, Executive Vice President, Sales George Washington University and Marketing Michael F. Corbett (1,2,3) Richard C. Roberson President, Michael F. Corbett & Division Vice President, Associates, LTD; Chairman and Morrison Healthcare Food Services Executive Director of The Outsourcing Research Council George T. Levins Chairman of The Corbett Group Division Vice President, Morrison Healthcare Food Services John B. McKinnon (1,2,3) Former Dean, Babcock Graduate School of Management, Wake Forest University; Former President, Sara Lee Corporation A. Robert Outlaw, Jr. (1,2,3) Chairman and Chief Executive Officer, Marshall Biscuit Company Dr. Benjamin F. Payton (1,2,3) President, Tuskegee University Committees of the Board 1. Compensation and Stock Option* 2. Audit* 3. Nominating* *Comprised entirely of non-employee Board Members Page 37 in Annual Report