q32008_form10q.htm
 


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
(Mark One)

 
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
For the Quarterly Period Ended September 30, 2008.
or

 
o
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 001-32504

TreeHouse Foods, Inc.
(Exact name of the registrant as specified in its charter)


Delaware
 
20-2311383
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. employer identification no.)
     
Two Westbrook Corporate Center, Suite 1070
   
Westchester, IL
 
60154
(Address of principal executive offices)
 
(Zip Code)

(Registrant’s telephone number, including area code) (708) 483-1300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  þ       No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer
þ
 
Accelerated filer
o
         
Non-accelerated filer
o
 
Smaller reporting Company
o
(Do not check if a smaller reporting company)
       
         

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o      No þ

There were 31,533,853 shares of Common Stock, par value $0.01 per share, outstanding as of October 31, 2008.
 
 



Table of Contents

 
Page
 
   
3
   
16
   
26
   
28
   
29
   
 
   
30
   
30
   
30
   
30
   
30
   
30
   
31
   
 
   
 
   
 
   
 
   
 

-2-


Part I — Financial Information


Item 1. Financial Statements

TREEHOUSE FOODS, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share data)
                 
   
September 30,
   
December 31,
 
   
2008
   
2007
 
   
(Unaudited)
 
Assets
               
Current assets:
               
Cash and cash equivalents
 
$
1,874
   
$
9,230
 
Receivables, net
   
92,594
     
76,951
 
Inventories
   
288,287
     
297,692
 
Deferred income taxes
   
3,115
     
2,790
 
Prepaid expenses and other current assets
   
14,345
     
7,068
 
Assets held for sale
   
4,081
     
 
Net assets of discontinued operations
   
425
     
544
 
Total current assets
   
404,721
     
394,275
 
Property, plant and equipment, net
   
266,423
     
265,007
 
Goodwill
   
583,264
     
590,791
 
Deferred income taxes
   
     
3,504
 
Identifiable intangible and other assets, net
   
185,347
     
202,381
 
Total assets
 
$
1,439,755
   
$
1,455,958
 
             
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable and accrued expenses
 
$
176,064
   
$
144,090
 
Current portion of long-term debt
   
370
     
677
 
Total current liabilities
   
176,434
     
144,767
 
Long-term debt
   
551,474
     
620,452
 
Deferred income taxes
   
31,000
     
27,517
 
Other long-term liabilities
   
29,307
     
33,913
 
Commitments and contingencies (Note 15)
               
Stockholders’ equity:
               
Preferred stock, par value $0.01 per share, 10,000,000 shares authorized, none issued
               
Common stock, par value $0.01 per share, 40,000,000 shares authorized, 31,463,853 and 31,204,305 shares issued and outstanding, respectively
   
315
     
312
 
Additional paid-in capital
   
564,122
     
550,370
 
Retained earnings
   
107,099
     
85,724
 
Accumulated other comprehensive loss
   
(19,996
)
   
(7,097
)
Total stockholders’ equity
   
651,540
     
629,309
 
Total liabilities and stockholders’ equity
 
$
1,439,755
   
$
1,455,958
 

See Notes to Condensed Consolidated Financial Statements.

-3-


TREEHOUSE FOODS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per share data)
                                 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
   
(Unaudited)
   
(Unaudited)
 
Net sales
 
$
374,576
   
$
271,951
   
$
1,102,568
   
$
786,966
 
Cost of sales
   
301,416
     
213,219
     
890,390
     
622,538
 
Gross profit
   
73,160
     
58,732
     
212,178
     
164,428
 
Operating expenses:
                               
Selling and distribution
   
29,060
     
21,459
     
86,672
     
64,408
 
General and administrative
   
15,959
     
13,716
     
46,961
     
39,338
 
Other operating expense (income), net
   
722
     
2
     
12,572
     
(309
)
Amortization expense
   
3,331
     
1,616
     
10,346
     
3,926
 
Total operating expenses
   
49,072
     
36,793
     
156,551
     
107,363
 
Operating income
   
24,088
     
21,939
     
55,627
     
57,065
 
Other (income) expense:
                               
Interest expense
   
6,493
     
4,998
     
21,785
     
12,850
 
Interest income
   
     
(7
)
   
(107
)
   
(58
)
Loss on foreign currency exchange
   
1,869
     
     
3,724
     
 
Other income, net
   
(87
)
   
     
(268
)
   
 
Total other expense
   
8,275
     
4,991
     
25,134
     
12,792
 
Income from continuing operations, before income taxes
   
15,813
     
16,948
     
30,493
     
44,273
 
Income taxes
   
4,733
     
6,380
     
9,060
     
16,899
 
Income from continuing operations
   
11,080
     
10,568
     
21,433
     
27,374
 
Loss from discontinued operations, net of tax
   
     
     
     
30
 
Net income
 
$
11,080
   
$
10,568
   
$
21,433
   
$
27,344
 
                                 
Weighted average common shares:
                               
Basic
   
31,397
     
31,202
     
31,281
     
31,202
 
Diluted
   
31,514
     
31,290
     
31,399
     
31,305
 
Basic earnings per common share:
                               
Income from continuing operations
 
$
.35
   
$
.34
   
$
.69
   
$
.88
 
Loss from discontinued operations, net of tax
   
     
     
     
 
Net income
 
$
.35
   
$
.34
   
$
.69
   
$
.88
 
Diluted earnings per common share:
           
             
 
Income from continuing operations
 
$
.35
   
$
.34
   
$
.68
   
$
.87
 
Loss from discontinued operations, net of tax
   
     
     
     
 
Net income
 
$
.35
   
$
.34
   
$
.68
   
$
.87
 

See Notes to Condensed Consolidated Financial Statements.

-4-


TREEHOUSE FOODS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
                 
   
Nine Months Ended
 
   
September 30,
 
   
2008
   
2007
 
   
(Unaudited)
 
Cash flows from operating activities:
               
Net income
 
$
21,433
   
$
27,344
 
Loss from discontinued operations
   
     
30
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
   
25,160
     
20,366
 
Amortization
   
10,346
     
3,926
 
Gain on derivative
   
(62
)
   
 
Loss on foreign currency exchange
   
3,107
     
 
Stock-based compensation
   
8,795
     
10,221
 
Write down of impaired assets
   
5,173
     
 
Gain on disposition of assets
   
(652
)
   
(448
)
Deferred income taxes
   
7,165
     
5,478
 
Interest rate swap amortization
   
120
     
121
 
Excess tax benefits from share-based payment arrangements
   
(325
)
   
 
Other
   
335
     
 
Changes in operating assets and liabilities, net of acquisitions:
               
Receivables
   
(16,630
)
   
(3,643
)
Inventories
   
6,535
     
(46,287
)
Prepaid expenses and other current assets
   
(6,358
)
   
815
 
Accounts payable, accrued expenses and other current liabilities
   
28,550
     
22,139
 
Net cash provided by continuing operations
   
92,692
     
40,062
 
Net cash used in discontinued operations
   
     
(30
)
Net cash provided by operating activities
   
92,692
     
40,032
 
Cash flows from investing activities:
               
Additions to property, plant and equipment
   
(40,799
)
   
(14,344
)
Insurance proceeds
   
4,800
     
 
Acquisitions of businesses
   
(251
)
   
(100,102
)
Acquisition of equity investment
   
     
(4,471
)
Proceeds from sale of fixed assets
   
1,659
     
1,376
 
Net cash used in continuing operations
   
(34,591
)
   
(117,541
)
Net cash provided by discontinued operations
   
     
467
 
Net cash used in investing activities
   
(34,591
)
   
(117,074
)
Cash flows from financing activities:
               
Proceeds from issuance of debt
   
     
100,132
 
Net repayment of debt
   
(69,460
)
   
(22,865
)
Payment of deferred financing debt
 
     
(225
)
Proceeds from stock option exercises
 
3,965
     
 
Excess tax benefits from share-based payment arrangements
 
325
     
 
Net cash provided (used in) financing activities
 
(65,170
)
   
77,042
 
Effect of exchange rate changes on cash and cash equivalents
   
(287
)
   
 
Net (decrease) increase in cash and cash equivalents
   
(7,356
)
   
 
Cash and cash equivalents, beginning of period
   
9,230
     
6
 
Cash and cash equivalents, end of period
 
$
1,874
   
$
6
 

See Notes to Condensed Consolidated Financial Statements.

-5-


TREEHOUSE FOODS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As of and for the nine months ended September 30, 2008
 (Unaudited)

1. General

TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservice channels.  Its products include non-dairy powdered coffee creamer; canned soup, salad dressings and sauces; salsa and Mexican sauces; jams and pie fillings under the E.D. Smith brand name; pickles and related products; infant feeding products; and other food products including aseptic sauces, refrigerated salad dressings, and liquid non-dairy creamer.  TreeHouse believes it is the largest manufacturer of pickles and non-dairy powdered creamer in the United States and the largest manufacturer of private label salad dressings in the United States and Canada based on sales volume.

Effective January 1, 2008, we realigned the manner in which the business is managed and now focus on operating results based on channels of distribution, which has resulted in a change to the operating and reportable segments.  Previously, we managed our business based on product categories.  Our change in operating and reportable segments from product categories to channel based is consistent with management’s long-term growth strategy and was necessary due to the acquisitions that occurred during 2007.  Our new reportable segments are North American Retail Grocery, Food Away From Home, and Industrial and Export.  Accordingly, prior year segment data has been restated to reflect the new segment structure.

2. Basis of Presentation

The Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. without audit, pursuant to the rules and regulations of the Securities and Exchange Commission applicable to quarterly reporting on Form 10-Q.  In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as permitted by such rules and regulations.  The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.  Results of operations for interim periods are not necessarily indicative of annual results.

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period.  Actual results could differ from these estimates under different assumptions or conditions.

A detailed description of the Company’s significant accounting policies can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

3. Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) 157 Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007.  In February 2008, the FASB issued FASB Staff Position (FSP) FAS 157-2, which delays the effective date of Statement 157 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008.  We adopted the provisions of SFAS 157 that were not deferred.  We will continue to assess the impact of the deferred provisions of SFAS 157, which will be effective for the Company beginning January 1, 2009.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement 115, that permits measurement of financial instruments and other certain items at fair value.  SFAS 159 does not require any new fair value measurements.  SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  Adoption of SFAS 159 did not have an impact on our financial statements.

-6-


In December 2007, the FASB issued SFAS 141(R), Business Combinations, a replacement of SFAS 141, Business Combinations.  The provisions of SFAS 141(R) establish principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest acquired and the goodwill acquired.  SFAS 141(R) also establishes disclosure requirements that will enable users to evaluate the nature and financial effects of the business combination, and applies to business combinations for which the acquisition date is on or after December 15, 2008, and may not be early adopted.  The Company will adopt SFAS 141(R) for acquisitions after the effective date.

In December 2007, FASB issued SFAS 160, Non-controlling Interests in Consolidated Financial Statements – an Amendment of ARB 51.  The provisions of SFAS 160 outline the accounting and reporting for ownership interests in a subsidiary held by parties other than the parent.  SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  Earlier application is prohibited.  SFAS 160 is to be applied prospectively as of the beginning of the fiscal year in which it is initially adopted, except for the presentation and disclosure requirements, which are to be applied retrospectively for all periods presented.  We are currently assessing the impact SFAS 160 will have on our financial statements.

In March 2008, FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities, SFAS 161 requires increased qualitative, and credit-risk disclosures.  This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  Early adoption is permitted.  Further, entities are encouraged, but not required to provide comparative disclosures for earlier periods.  We are currently assessing the impact SFAS 161 will have on our financial statements.

In May 2008, FASB issued SFAS 162, The Hierarchy of Generally Accepted Accounting Principles.  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements presented in conformity with generally accepted accounting principles in the United States.  It does not change current practice.  This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.  The Company does not believe this Statement will have an impact on our financial statements.

EITF 08-3, Accounting by Lessees for Nonrefundable Maintenance Deposits, was issued in June 2008 and requires that all nonrefundable maintenance deposits that are contractually and substantively related to maintenance of a particular asset be recorded as deposit assets.  These deposit assets are either capitalized or expensed when the underlying maintenance is performed.  This EITF is effective for fiscal years beginning after December 15, 2008.  The Company is currently assessing the impact this EITF will have on our financial statements.

4. Income Taxes

The Company was formed on January 25, 2005 and is subject to federal and state income tax examinations beginning in 2005.  The Internal Revenue Service (IRS) completed an examination of the Company’s 2005 and 2006 federal returns in the second quarter of 2008.  The Company paid tax adjustments of approximately $0.3 million which are primarily temporary items, the impact of which will reverse in future years.

The Company’s wholly owned consolidated subsidiary, E.D. Smith, and its affiliates are subject to Canadian, U.S., and state tax examinations from 2003 forward.  The IRS is currently conducting an examination of E.D. Smith U.S. affiliates for 2005.  The outcome of this examination is unknown and is expected to be completed during 2008.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 (FIN 48), on January 1, 2007.  The adoption of FIN 48 did not have a material effect on the financial position or results of operations of the Company.

During the first quarter of 2008, the Company entered into an intercompany financing structure that results in the recognition of foreign earnings subject to a low effective tax rate.  As the foreign earnings are permanently reinvested, U.S. income taxes have not been provided.  For the three and nine months ended September 30, 2008, the Company recognized a tax benefit of approximately $1.4 million and $4.2 million, respectively, related to this item.

5. Other Operating Expense

The Company incurred Other operating expense of $0.7 million and $12.6 million for the three and nine months ended September 30, 2008, respectively.  For the nine months ended September 30, 2008, this expense consisted of $12.1 million relating to the closing of our pickle plant located in Portland, Oregon (See Note 6) and $0.5 million relating to a fire at our non-dairy powdered creamer facility located in New Hampton, Iowa.

-7-


6. Facility Closing

On February 13, 2008, the Company announced plans to close its pickle plant in Portland, Oregon.  The Portland plant was the Company’s highest cost and least utilized pickle facility.  Operations in the plant ceased during the second quarter of 2008.  Costs associated with the plant closure are estimated to be approximately $14.0 million, of which $8.0 million is expected to be in cash, net of estimated proceeds from the sale of assets.

The principal components of the plans include workforce reductions (approximately $0.9 million) as a result of the facility closing and reorganization; shutdown costs (approximately $2.7 million), including those costs that are necessary to clean and prepare the facility for closure; contract termination costs (approximately $4.8 million); and fixed asset impairment charges of $5.2 million.

During the nine months ended September 30, 2008, the Company recorded $12.1 million of costs, (included in Other operating expense in our Condensed Consolidated Statements of Income), related to the closure of the Portland plant, which included a fixed asset impairment charge of $5.2 million to reduce the carrying value of the Portland facility to its net realizable value, $6.0 million for contract terminations and other costs, as well as $0.9 million for severance.  The following is a summary of the liabilities recorded by the Company as of and during the nine months ended September 30, 2008:

 
Accrued
               
Accrued
 
 
Charges at
               
Charges at
 
 
December 31,
               
September 30,
 
 
2007
   
Accruals
   
Payments
   
2008
 
 
(In thousands)
 
Contract terminations
$
   
$
3,092
   
$
(3,092
)
 
$
 
Work force reductions
 
     
869
     
(800
)
   
69
 
Capital lease and service contract buyout
 
5,681
     
1,694
     
(7,375
)
   
 
Total
$
5,681
   
$
5,655
   
$
(11,267
)
 
$
69
 

We expect the closure plan for the facility to be completed by the end of 2008.

7. Inventories

   
September 30,
   
December 31,
 
   
2008
   
2007
 
   
(In thousands)
 
Finished goods
 
$
206,312
   
222,452
 
Raw materials and supplies
   
99,663
     
89,328
 
LIFO reserve
   
(17,688
)
   
(14,088
)
Total
 
$
288,287
   
$
297,692
 

Approximately $103.0 million and $92.4 million of our inventory was accounted for under the LIFO method of accounting at September 30, 2008 and December 31, 2007, respectively.

8. Intangible Assets

Changes in the carrying amount of goodwill for the nine months ended September 30, 2008 are as follows:

 
North American
 
Food Away
 
Industrial
     
 
Retail Grocery
 
From Home
 
and Export
 
Total
 
   
(In thousands)
 
Balance at December 31, 2007
$
370,688
 
$
86,521
 
$
133,582
 
$
590,791
 
Purchase price adjustment
 
497
   
68
   
   
565
 
Currency exchange adjustment
 
(7,347
)
 
(745
)
 
   
(8,092
)
Balance at September 30, 2008
$
363,838
 
$
85,844
 
$
133,582
 
$
583,264
 

The Company finalized its purchase price allocation related to the E.D. Smith acquisition as of October 15, 2008 resulting in minor changes to goodwill for the period October 1, 2008 through October 15, 2008.

-8-


The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of September 30, 2008 and December 31, 2007 are as follows:

   
September 30, 2008
   
December 31, 2007
 
   
Gross
         
Net
   
Gross
         
Net
 
   
Carrying
   
Accumulated
   
Carrying
   
Carrying
   
Accumulated
   
Carrying
 
   
Amount
   
Amortization
   
Amount
   
Amount
   
Amortization
   
Amount
 
   
(In thousands)
 
Intangible assets with indefinite lives:
                                               
Trademarks
 
$
42,824
   
$
   
$
42,824
   
$
44,367
   
$
   
$
44,367
 
Intangible assets with finite lives:
                                               
Customer-related
   
148,825
     
(22,148
)
   
126,677
     
152,812
     
(13,607
)
   
139,205
 
Non-compete agreement
   
2,646
     
(1,263
)
   
1,383
     
2,646
     
(708
)
   
1,938
 
Trademarks
   
8,500
     
(1,281
)
   
7,219
     
8,500
     
(970
)
   
7,530
 
Formulas/recipes
   
1,776
     
(340
)
   
1,436
     
1,849
     
(87
)
   
1,762
 
Total
 
$
204,571
   
$
(25,032
)
 
$
179,539
   
$
210,174
   
$
(15,372
)
 
$
194,802
 
                                                 
                                     
Amortization expense on intangible assets for the three months ended September 30, 2008 and 2007 was $3.3 million and $1.6 million, respectively, and $10.3 million and $3.9 million for the nine months ended September 30, 2008 and 2007, respectively.  Estimated aggregate intangible asset amortization expense for the next five years is as follows:

2009
$ 13.3 million
2010
$ 12.9 million
2011
$ 11.0 million
2012
$ 10.7 million
2013
$ 10.4 million

9. Long-Term Debt

                 
   
September 30,
   
December 31,
 
   
2008
   
2007
 
   
(In thousands)
 
Revolving credit facility
 
$
448,000
   
$
511,500
 
Senior notes
   
100,000
     
100,000
 
Tax increment financing and other
   
3,844
     
9,629
 
     
551,844
     
621,129
 
Less current portion
   
(370
)
   
(677
)
Total
 
$
551,474
   
$
620,452
 
                 
             
Revolving Credit Facility — On August 30, 2007, the Company entered into Amendment No. 2 to our unsecured revolving Credit Agreement, as amended (the “Credit Agreement”), dated June 27, 2005, with a group of participating financial institutions.  Among other things, Amendment No. 2 reduces the available liquidity requirement with respect to permitted acquisitions and reduces the required consolidated interest coverage ratio at the end of each fiscal quarter.  The Company also exercised its option under the Credit Agreement to increase the aggregate commitments under the revolving credit facility from $500 million to $600 million.  The Credit Agreement also provides for a $75 million letter of credit sublimit, against which $8.6 million in letters of credit have been issued but undrawn.  Proceeds from the credit facility may be used for working capital and general corporate purposes, including acquisition financing.  The credit facility contains various financial and other restrictive covenants and requires that we maintain certain financial ratios, including a leverage and interest coverage ratio.  We are in compliance with all applicable covenants as of September 30, 2008.  We believe that, given our cash flow from operating activities and our available credit capacity, we can comply with the current terms of the credit facility and meet foreseeable financial requirements.

-9-


Interest is payable quarterly or at the end of the applicable interest period in arrears on any outstanding borrowings at a customary Eurodollar rate plus the applicable margin, or at a customary base rate.  The underlying rate is defined as the rate equal to the British Bankers Association LIBOR Rate for Eurodollar Rate Loans, or the higher of the prime lending rate of the administrative agent or federal funds rate plus 0.5% for Base Rate Committed Loans.  The applicable margin for Eurodollar loans is based on our consolidated leverage ratio and ranges from 0.295% to 0.90%.  In addition, a facility fee based on our consolidated leverage ratio and ranging from 0.08% to 0.225% is due quarterly on all commitments under the credit facility.  Our average interest rate on debt outstanding under our Credit Agreement at September 30, 2008 was 4.05%.

Senior Notes — On September 22, 2006, we completed a private placement of $100 million in aggregate principal of 6.03% senior notes due September 30, 2013, pursuant to a Note Purchase Agreement among the Company and a group of purchasers.  All of the Company’s obligations under the senior notes are fully and unconditionally guaranteed by Bay Valley Foods, LLC, a wholly-owned subsidiary of the Company.  The senior notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States, absent registration or an applicable exemption.  Interest is paid semi-annually in arrears on March 31 and September 30 of each year.

The Note Purchase Agreement contains covenants that will limit the ability of the Company and its subsidiaries to, among other things, merge with other entities, change the nature of the business, create liens, incur additional indebtedness or sell assets.  The Note Purchase Agreement also requires the Company to maintain certain financial ratios.  We are in compliance with the applicable covenants as of September 30, 2008.

Swap Agreements — The Company entered into a $200 million long term interest rate swap agreement with a forward starting effective date of November 19, 2008 to lock into a fixed LIBOR interest rate base.  Under the terms of agreement, $200 million in floating rate debt will be swapped for a fixed 2.9% interest base rate for a period of 24 months, amortizing to $50 million for an additional nine months at the same 2.9% interest rate.  Under the terms of the Company’s revolving credit agreement, this will result in an all in borrowing cost on the swapped principal being no more than 3.8% during the life of the swap agreement.

In July 2006, we entered into a forward interest rate swap transaction for a notional amount of $100 million as a hedge of the forecasted private placement of $100 million senior notes.  The interest rate swap transaction was terminated on August 31, 2006, which resulted in a pre-tax loss of $1.8 million.  The unamortized loss is reflected, net of tax, in Accumulated other comprehensive loss in our Condensed Consolidated Balance Sheets.  The total loss will be reclassified ratably to our Condensed Consolidated Statements of Income as an increase to Interest expense over the term of the senior notes, providing an effective interest rate of 6.29% over the term of our senior notes.  In the nine months ended September 30, 2008, $0.2 million of the loss was taken into interest expense.  We anticipate that $0.3 million of the loss will be reclassified to interest expense in 2008.

Tax Increment Financing — On December 15, 2001, the Urban Redevelopment Authority of Pittsburgh (“URA”) issued $4.0 million of redevelopment bonds, pursuant to a Tax Increment Financing Plan to assist with certain aspects of the development and construction of the Company’s Pittsburgh, Pennsylvania facilities.  The agreement was transferred to the Company as part of the acquisition of the soup and infant feeding business.  The Company has agreed to make certain payments with respect to the principal amount of the URA’s redevelopment bonds through May 2019.  As of September 30, 2008, $2.9 million remains outstanding.

10. Earnings Per Share

In accordance with SFAS 128 Earnings Per Share, basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the reporting period.  The weighted average number of common shares used in the diluted earnings per share calculation is determined using the treasury stock method and includes the incremental effect related to outstanding options and restricted stock.  Certain restricted stock units and restricted stock awards outstanding are subject to market conditions for vesting, which were not met as of September 30, 2008 or 2007, so these awards are excluded from the diluted earnings per share calculation.  During the second quarter of 2008, the Company issued performance unit awards that contain both service and performance criteria.  As of September 30, 2008, none of the criteria were met and these awards were excluded from the diluted earnings per share calculation.

-10-


The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings per share:

                             
   
Three Months Ended
 
Nine Months Ended
   
September 30,
 
September 30,
   
2008
 
2007
 
2008
 
2007
Weighted average common shares outstanding
 
31,396,886
   
31,202,473
   
31,281,338
   
31,202,473
Assumed exercise of stock options (1)
 
116,854
   
87,639
   
117,446
   
102,504
Weighted average diluted common shares outstanding
 
31,513,740
   
31,290,112
   
31,398,784
   
31,304,977

     
(1)
 
The assumed exercise of stock options excludes 2,225,111 options outstanding, which were anti-dilutive for the three and nine months ended September 30, 2008, and 2,117,973 options outstanding, which were anti-dilutive for the three and nine months ended September 30, 2007.

11. Stock-Based Compensation

For the quarter beginning July 1, 2005, we adopted the requirements of SFAS 123(R), Share Based Payments.  The Company elected to use the modified prospective application of SFAS 123(R) for awards issued prior to July 1, 2005.  Income from continuing operations before income taxes, for the three and nine month periods ended September 30, 2008 and 2007 includes share-based compensation expense of $3.4 million, $8.8 million, $3.4 million and $10.2 million, respectively.  The tax benefit recognized related to the compensation cost of these share-based awards was approximately $1.3 million and $3.5 million for the three and nine month periods ended September 30, 2008, and $1.3 million and $3.9 million for the three and nine month periods ended September 30, 2007, respectively.

During the second quarter of 2008, the Company issued its annual equity compensation awards that consisted of stock options, restricted stock, restricted stock units and performance units.  In previous years, the Company issued stock options to all eligible employees on an annual basis.  The Company changed its equity compensation methodology and now awards eligible employees stock options, restricted stock or restricted stock units, or a combination of the awards.  Performance units were also issued to certain senior management employees, the vesting of which is contingent upon service and performance criteria.  These awards are more fully described below.  Restricted stock and restricted stock unit awards previously granted are fully described in the Company’s annual report on Form 10-K filed on February 28, 2008.

The following table summarizes stock option activity during the nine months ended September 30, 2008.  Options are granted under our long-term incentive plan, and have a three year vesting schedule, which vest one-third on each of the first three anniversaries of the grant date.  Options expire 10 years from the grant date.

                                         
                                         
                           
Weighted
       
                   
Weighted
     
Average
       
                   
Average
     
Remaining
   
Aggregate
 
     
Employee
     
Director
   
Exercise
     
Contractual
   
Intrinsic
 
     
Options
     
Options
   
Price
     
Term (yrs)
   
Value
 
                                         
Outstanding, December 31, 2007
   
2,100,878
     
457,300
   
$
26.26
     
7.6
   
$
2,971,492
 
Granted
   
440,900
     
4,800
   
$
24.03
                 
Forfeited
   
(37,650
)
   
(14,299
)
 
$
26.98
                 
Exercised
   
(18,526
)
   
(241,022
)
 
$
15.28
                 
Outstanding, September 30, 2008
   
2,485,602
     
206,779
   
$
26.94
     
7.6
   
$
7,473,640
 
Vested/expected to vest, at September 30, 2008
   
2,420,854
     
203,372
   
$
26.99
     
7.6
   
$
7,160,256
 
Exercisable, September 30, 2008
   
1,635,931
     
170,107
   
$
27.97
     
6.9
   
$
3,145,451
 

Compensation cost related to unvested options totaled $7.3 million at September 30, 2008 and will be recognized over the remaining vesting period of the grants, which averages 2 years.  The average grant date fair value of the options granted in the nine months ended September 30, 2008 was $8.09.  The Company uses the Black-Scholes option pricing model to value its stock option awards.  The assumptions used to calculate the fair value of the stock option awards for the Company’s annual grant in 2008 include the following: expected volatility of 26.37%, expected term of 6 years, risk-free rate of 3.53% and no dividends.  The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2008 was approximately $2.9 million.

-11-


In addition to stock options, the Company also grants restricted stock, restricted stock units and performance unit awards.  These awards are granted under our long-term incentive plan.  Restricted stock and restricted stock unit awards granted during the nine months ended September 30, 2008 vest based on the passage of time.  These awards generally vest one-third on each anniversary of the grant date.  A description of the restricted stock and restricted stock unit awards previously granted is presented in the Company’s annual report on Form 10-K filed on February 28, 2008.  The following table summarizes the restricted stock and restricted stock unit activity during the nine months ended September 30, 2008:

         
Weighted
         
Weighted
 
         
Average
   
Restricted
   
Average
 
   
Restricted
   
Grant Date
   
Stock
   
Grant Date
 
   
Stock
   
Fair Value
   
Units
   
Fair Value
 
                             
Unvested, at December 31, 2007
 
626,622
   
$
24.26
   
584,339
   
$
25.31
 
Granted
 
806,500
   
$
24.06
   
14,300
   
$
24.06
 
Vested
 
     
   
     
 
Forfeited
 
(900
)
 
$
24.06
   
     
 
Unvested, at September 30, 2008
 
1,432,222
   
$
24.14
   
598,639
   
$
25.28
 

Future compensation cost related to restricted stock and restricted stock units is approximately $18.1 million as of September 30, 2008, and will be recognized on a weighted average basis, over the next 2.6 years.  The grant date fair value of the awards granted in 2008 was equal to the Company’s closing stock price on the grant date.

Performance unit awards were granted to certain members of senior management.  These awards contain service and performance conditions.  For each performance period (July 1, 2008 through December 31, 2008, calendar 2009 and calendar 2010), one third of the units will accrue multiplied by a predefined percentage between 0% and 200%, depending on the achievement of certain operating performance measures.  Additionally, for the cumulative performance period (July 1, 2008 through December 31, 2010), a number of units will accrue equal to the number of units granted multiplied by a predefined percentage between 0% and 200%, depending on the achievement of certain operating performance measures, less any units previously accrued.  Accrued units will be converted to stock or cash, at the discretion of the compensation committee on the third anniversary of the grant date.  The Company intends to settle these awards in stock and has the shares available to do so.  The following table summarizes the performance unit activity during the nine months ended September 30, 2008:

         
Weighted
   
         
Average
   
   
Performance
   
Grant Date
   
   
Units
   
Fair Value
   
               
Unvested, at December 31, 2007
 
     
   
Granted
 
72,900
   
$
24.06
   
Vested
 
     
   
Forfeited
 
     
   
Unvested, at September 30, 2008
 
72,900
   
$
24.06
   

Future compensation cost related to the performance units is estimated to be approximately $1.6 million as of September 30, 2008, and is expected to be recognized over the next 2.8 years.  The grant date fair value of the awards granted in 2008 was equal to the Company’s closing stock price on the grant date.

12. Employee Retirement and Postretirement Benefits

Pension, Profit Sharing and Postretirement Benefits — Certain of our employees and retirees participate in pension and other postretirement benefit plans.  Employee benefit plan obligations and expenses included in the Condensed Consolidated Financial Statements are determined based on plan assumptions, employee demographic data, including years of service and compensation, benefits and claims paid, and employer contributions.

-12-


Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and employee compensation.

Components of net periodic pension expense are as follows:

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
   
(In thousands)
 
Service cost
 
$
430
   
$
434
   
$
1,290
   
$
1,302
 
Interest cost
   
430
     
403
     
1,290
     
1,206
 
Expected return on plan assets
   
(358
)
   
(338
)
   
(1,074
)
   
(1,014
)
Amortization of prior service costs
   
120
     
116
     
360
     
348
 
Effect of settlements
   
75
     
     
225
     
 
Net periodic pension cost
 
$
697
   
$
615
   
$
2,091
   
$
1,842
 

We have contributed $7.3 million to the pension plans in the first nine months of 2008.  No additional contributions are required for 2008.

Postretirement Benefits — We provide healthcare benefits to certain retirees who are covered under specific group contracts.

Components of net periodic postretirement expenses are as follows:

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
   
(In thousands)
 
Service cost
 
$
59
   
$
101
   
$
177
   
$
303
 
Interest cost
   
58
     
68
     
174
     
204
 
Amortization of prior service cost
   
(18
)
   
     
(54
)
   
 
Amortization of unrecognized net loss
   
6
     
20
     
18
     
60
 
Net periodic postretirement cost
 
$
105
   
$
189
   
$
315
   
$
567
 

We expect to contribute $0.1 million to the postretirement health plans during 2008.

13. Comprehensive Income

The following table sets forth the components of comprehensive income:

   
Three Months Ended
   
Nine Months Ended
   
   
September 30,
   
September 30,
   
   
2008
   
2007
   
2008
   
2007
   
   
(In thousands)
   
Net income
 
$
11,080
   
$
10,568
   
$
21,433
   
$
27,344
 
Foreign currency translation adjustment
   
(6,647
)
   
     
(13,230
)
   
 
Amortization of pension and postretirement
                               
prior service costs and net gain, net of tax
   
67
     
83
     
201
     
250
 
Amortization of swap loss, net of tax 
   
40
     
40
     
120
     
121
 
Other
   
10
     
     
10
     
 
Comprehensive income
 
$
4,550
   
$
10,691
   
$
8,534
   
$
27,715
 

We expect to amortize $0.3 million of prior service costs and net gain, net of tax and $0.2 million of swap loss, net of tax from other comprehensive income into earnings during 2008.

-13-


14. Fair Value of Financial Instruments

Effective January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements (SFAS No. 157).  SFAS No. 157 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value and expands disclosures about the use of fair value measurements.  In accordance with Financial Accounting Standards Board Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), we will defer the adoption of SFAS No. 157 for our nonfinancial assets and nonfinancial liabilities, except those items recognized or disclosed at fair value on an annual or more frequently recurring basis, until January 1, 2009.  The adoption of the provisions that were not deferred relating to SFAS No. 157 did not have a material impact on our fair value measurements.

Financial instruments held by the Company that are subject to SFAS No. 157 include foreign currency contracts held by our Canadian subsidiary, E.D. Smith.  These contracts expire during 2008 and are in a liability position.  The fair value of the liability at September 30, 2008 is approximately $0.1 million, which represents the amount the Company would be required to pay to exit these contracts.  The fair value is based on Level 2 inputs as of September 30, 2008.  Level 2 inputs are inputs other than quoted prices that are observable for an asset or liability, either directly or indirectly.

Cash and cash equivalents and accounts receivable are financial assets with carrying values that approximate fair value.  Accounts payable and the Company’s variable rate debt (revolving credit facility) are financial liabilities with carrying values that approximate fair value.  As of September 30, 2008, the carrying value of the Company’s fixed rate senior notes was $100.0 million and fair value was estimated to be $100.5 million.

15. Commitments and Contingencies

Litigation, Investigations and Audits — We are party in the ordinary course of business to certain claims, litigation, audits and investigations.  We believe that we have established adequate reserves to satisfy any liability we may incur in connection with any such currently pending or threatened matters.  In our opinion, the settlement of any such currently pending or threatened matters is not expected to have a material adverse impact on our financial position, annual results of operations or cash flows.

16. Supplemental Cash Flow Information

Cash payments for interest were $23.4 million and $11.6 million for the nine months ended September 30, 2008 and 2007, respectively.  Cash payments for income taxes were $10.0 million and $8.2 million for the nine months ended September 30, 2008 and 2007, respectively.  As of September 30, 2008, the Company had accrued property, plant and equipment of approximately $2.3 million.

17. Foreign Currency

The Company, through its wholly owned consolidated subsidiary, E.D. Smith, enters into foreign currency contracts due to the exposure to Canadian/U.S. dollar currency fluctuations on cross border transactions.  These contracts do not qualify for hedge accounting.  The Company records the fair value of these contracts on the Condensed Consolidated Balance Sheets and has recorded the change in fair value through the Condensed Consolidated Statements of Income, within Other (income) expense.  For the three and nine months ended September 30, 2008, the Company recorded a loss on these contracts totaling approximately $12 thousand and a gain of $32 thousand, respectively.

The Company has an intercompany note denominated in Canadian dollars, which is eliminated during consolidation.  A portion of the note is considered to be permanent, with the remaining portion considered to be temporary.  Foreign currency fluctuations on the permanent portion are recorded through Accumulated other comprehensive loss, while foreign currency fluctuations on the temporary portion are recorded in the Company’s Condensed Consolidated Statements of Income, within Other (income) expense.

The Company accrues interest on the intercompany note, which is also considered temporary.  Changes in the balance due to foreign currency fluctuations are also recorded in the Company’s Condensed Consolidated Statements of Income within Other (income) expense.

For the three and nine months ended September 30, 2008, the Company recorded a loss of $1.9 million and $3.7 million, respectively, related to foreign currency fluctuations within Other (income) expense.  For the three and nine months ended September 30, 2008, the Company recorded a loss of approximately $4.0 million and $8.2 million, respectively, in Accumulated other comprehensive loss related to foreign currency fluctuations on the permanent portion of the note.

-14-


18. Business and Geographic Information and Major Customers

We manage operations on a company-wide basis, thereby making determinations as to the allocation of resources in total rather than on a segment-level basis.  We have designated our reportable segments based on how management views our business.  We do not segregate assets between segments for internal reporting.  Therefore, asset-related information has not been presented.

During the first quarter of 2008, the Company changed its internal reporting structure from product categories to channel based.  The Company’s new reportable segments, as presented below, are consistent with the manner in which the Company reports its results to the chief operating decision maker.

We evaluate the performance of our segments based on net sales dollars, gross profit and direct operating income (gross profit less freight out, sales commissions and direct segment expenses).  The amounts in the following tables are obtained from reports used by our senior management team and do not include allocated income taxes.  There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization.  Restructuring charges are not allocated to our segments, as we do not include them in the measure of profitability as reviewed by our chief operating decision maker.  The accounting policies of our segments are the same as those described in the summary of significant accounting policies set forth in Note 2 to our 2007 Consolidated Financial Statements contained in our Annual Report on Form 10-K.

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
   
(In thousands) 
 
Net sales to external customers:
                               
North American Retail Grocery
 
$
221,814
   
$
145,936
   
$
664,334
   
$
430,735
 
Food Away From Home
   
77,189
     
65,736
     
224,756
     
184,940
 
Industrial and Export
   
75,573
     
60,279
     
213,478
     
171,291
 
Total
   
374,576
     
271,951
     
1,102,568
     
786,966
 
Direct operating income:
                               
North American Retail Grocery
   
28,713
     
21,088
     
79,258
     
57,420
 
Food Away From Home
   
8,200
     
7,647
     
24,335
     
20,924
 
Industrial and Export
   
8,189
     
8,499
     
24,602
     
22,186
 
Direct operating income
   
45,102
     
37,234
     
128,195
     
100,530
 
Other operating expenses
   
21,014
     
15,295
     
72,568
     
43,465
 
Operating income
 
$
24,088
   
$
21,939
   
$
55,627
   
$
57,065
 

Geographic Information —During the nine months ended September 30, 2008, we had revenues to customers outside of the United States representing approximately 14.6% of total consolidated net sales with 13.8% going to Canada.

Major Customers — For the nine months ended September 30, 2008, Wal-Mart Stores, Inc. accounted for approximately 14.7% of our total consolidated net sales.  No other customer accounted for more than 10% of our consolidated net sales.

Product Information — The following table presents the Company’s net sales by major products for the three and nine months ended September 30, 2008 and 2007:

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
   
(In thousands)
 
 
Products:
                               
Pickles
 
$
79,305
   
$
81,375
   
$
251,329
   
$
248,111
 
Non-dairy powdered creamer
   
84,249
     
70,019
     
251,536
     
207,475
 
Soup and infant feeding
   
87,740
     
79,960
     
232,616
     
227,023
 
Jams and other
   
45,109
     
     
114,254
     
 
Salad dressing
   
33,103
     
     
121,087
     
 
Refrigerated
   
9,847
     
9,838
     
30,448
     
29,988
 
Aseptic
   
21,393
     
19,506
     
63,144
     
59,543
 
Salsa
   
13,830
     
11,253
     
38,154
     
14,826
 
Total net sales
 
$
374,576
   
$
271,951
   
$
1,102,568
   
$
786,966
 


-15-


19. Subsequent Event

On November 3, 2008, the Company announced plans to close its salad dressings manufacturing plant in Cambridge, Ontario.  Production will be moved to the Company’s existing manufacturing facilities in Canada and the United States.  The closure will result in the Company’s production capabilities being more aligned with the needs of our customers.  The Company intends to cease all operations by July 2009.  The closure costs were included as costs of the acquisition of E.D. Smith and are not expected to impact earnings.  As of September 30, 2008, the Company has accrued approximately $2.2 million for the closure, the components of which include $1.4 million for severance and $0.8 million for closing and other costs.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

We believe we are the largest manufacturer of pickles and non-dairy powdered creamer in the United States, and the largest manufacturer of private label salad dressings in the United States and Canada, based upon total sales volumes.  We believe we are also the leading retail private label supplier of pickles, non-dairy powdered creamer and soup in the United States, and jams in Canada.  Effective January 1, 2008, we realigned the manner in which the business is managed and now focus on operating results based on channels of distribution, which has resulted in a change to the operating and reportable segments.  Previously, we managed our business based on product categories.  Our change in operating and reportable segments from product categories to channel based is consistent with management’s long-term growth strategy and was necessary due to the acquisitions that occurred during 2007.  The change in operating and reportable segments will permit the Company to integrate future acquisitions more efficiently and provide our investors with greater comparability to our peer group, as many of them also present results based on channels of distribution.

We discuss the following segments in this Management’s Discussion and Analysis of Financial Condition and Results of Operations: North American Retail Grocery, Food Away From Home, and Industrial and Export.  The key performance indicators of our segments are net sales dollars, gross profit and direct operating margin, which is gross profit less the cost of transporting products to customer locations (referred to in the tables below as “freight out”), commissions paid to independent sales brokers, and direct segment expenses.

Our current operations consist of the following:

 
Our North American Retail Grocery segment sells branded and private label products to customers within the United States and Canada.  These products include pickles, peppers, relishes, salsas, condensed and ready to serve soup, broths, gravies, jams, salad dressings, sauces, non-dairy powdered creamer, aseptic products, and baby food.  Brand names sold within the North American Retail Grocery segment include the following pickle brands, Farman’s®, Nalley’s®, Peter Piper®, and Steinfeld®.  Also sold are brands related to sauces and syrups, Bennet’s®, Hoffman House®, Roddenbery’s Northwoods® and San Antonio Farms®.  Infant feeding products are sold under the Nature’s Goodness ® brand, while our non-dairy powdered creamer is sold under our proprietary Cremora® brand.  Our refrigerated products are sold under the Mocha Mix®, Second Nature® brand names, and our jams and other sauces are sold under the E.D. Smith®, Habitant® and Saucemaker® brand names.

 
Our Food Away From Home segment sells pickle products, non-dairy powdered creamers, salsas, aseptic and refrigerated products, and sauces to food service customers, including restaurant chains and food distribution companies, within the United States and Canada.

 
Our Industrial and Export segment includes the Company’s co-pack business and non-dairy powdered creamer sales to industrial customers for use in industrial applications, including for repackaging in portion control packages and for use as an ingredient by other food manufacturers.  Export sales are primarily to industrial customers.

-16-


Recent Developments

On November 3, 2008, the Company announced plans to close its salad dressings manufacturing plant in Cambridge, Ontario.  Production will be moved to the Company’s existing manufacturing facilities in Canada and the United States.  The closure will result in the Company’s production capabilities being more aligned with the needs of our customers.  The Company intends to cease all operations by July 2009.  The closure costs were included as costs of the acquisition of E.D. Smith and are not expected to impact earnings.  As of September 30, 2008, the Company has accrued approximately $2.2 million for the closure, the components of which include $1.4 million for severance and $0.8 million for closing and other costs.

The Company continues to experience increased commodity and input costs in excess of expectations and prior year levels.  While the commodities market has declined from recent highs, the Company fixed the majority of its 2008 input costs earlier this year and will not participate in these savings during the remainder 2008.  While these times have been challenging, the Company remains diligent in its efforts to manage controllable costs.  Customer pricing is contingent upon the timing of when and how input costs fluctuate versus when prices are determined.

On February 13, 2008, the Company announced plans to close its Portland pickle processing plant.  Operations in the plant have ceased effective June 6, 2008, with the closure plans expected to be completed by the end of 2008.  For the nine months ended September 30, 2008, the Company recorded approximately $12.1 million of costs, associated with the facility closing.  Included in these costs was a fixed asset impairment charge of approximately $5.2 million to reduce the carrying value of the Portland facilities to their net realizable value.  Total costs are expected to be approximately $14.0 million, $8.0 million of which is expected to be in cash, net of estimated proceeds from the sale of assets.

On February 19, 2008, the Company’s New Hampton facility, which produces a portion of the Company’s non-dairy powdered creamer, was damaged by an early morning fire.  The Company has an insurance policy that will cover the costs to repair the facility, replace damaged equipment, and reimburse the Company for costs incurred in excess of those it would normally have incurred, subject to a $0.5 million deductible.  While the New Hampton fire has temporarily reduced our manufacturing capacity, the Company has continued to meet our customers’ needs, while providing the same high quality products they have come to expect from the Company.

-17-


Results of Operations

The following table presents certain information concerning our financial results, including information presented as a percentage of net sales:

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2008
   
2007
   
2008
   
2007
 
   
Dollars
   
Percent
   
Dollars
   
Percent
   
Dollars
   
Percent
   
Dollars
   
Percent
 
   
(Dollars in thousands)
 
Net sales
 
$
374,576
     
100.0
%
 
$
271,951
     
100.0
%
 
$
1,102,568
     
100.0
%
 
$
786,966
     
100.0
%
Cost of sales
   
301,416
     
80.5
     
213,219
     
78.4
     
890,390
     
80.8
     
622,538
     
79.1
 
Gross profit
   
73,160
     
19.5
     
58,732
     
21.6
     
212,178
     
19.2
     
164,428
     
20.9
 
Operating expenses:
                                                               
Selling and distribution
   
29,060
     
7.7
     
21,459
     
7.9
     
86,672
     
7.9
     
64,408
     
8.1
 
General and administrative
   
15,959
     
4.3
     
13,716
     
5.0
     
46,961
     
4.3
     
39,338
     
5.0
 
Other operating expense (income), net
   
722
     
0.2
     
2
     
     
12,572
     
1.1
     
(309
)
   
 
Amortization expense
   
3,331
     
0.9
     
1,616
     
0.6
     
10,346
     
0.9
     
3,926
     
0.5
 
Total operating expenses
   
49,072
     
13.1
     
36,793
     
13.5
     
156,551
     
14.2
     
107,363
     
13.6
 
Operating income
 
$
24,088
     
6.4
%
 
$
21,939
     
8.1
%
 
$
55,627
     
5.0
%
 
$
57,065
     
7.3
%

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Net Sales — Third quarter net sales increased 37.7% to $374.6 million in 2008, compared to $272.0 million in the third quarter of 2007.  Net sales by segment are shown in the following table:

   
Net Sales
 
                   
$ Increase/
   
% Increase/
 
   
2008
   
2007
   
(Decrease)
   
(Decrease)
 
   
(Dollars in thousands)
 
North American Retail Grocery
 
$
221,814
   
$
145,936
   
$
75,878
   
52.0
%
Food Away From Home
   
77,189
     
65,736
     
11,453
   
17.4
%
Industrial and Export
   
75,573
     
60,279
     
15,294
   
25.4
%
Total
 
$
374,576
   
$
271,951
   
$
102,625
   
37.7
%

The increase in sales is due to the 2007 acquisition of the E.D. Smith salad dressing, jam and sauce business (“E.D. Smith”) as well as price increases taken to offset rising input costs.

Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales.  These costs include raw materials, ingredient and packaging costs, labor costs, facility and equipment costs, including costs to operate and maintain our warehouses, and costs associated with transporting our finished products from our manufacturing facilities to our own distribution centers.  Cost of sales as a percentage of net sales was 80.5% in the third quarter of 2008 compared to 78.4% in 2007.  Price increases taken in 2008, as well as cost reduction initiatives, only partially offset the rising cost of raw materials and packaging.  We continue to experience increases in commodity costs in such items as casein, corn syrup, and soybean oil compared to the third quarter of 2007.  Increases in raw material costs in the third quarter of 2008 compared to 2007 included a 42% increase in casein, 10% increase in corn syrup and other sweeteners, 35% increase in soybean oil and other oils and a 7% increase in cucumber crop costs.  Packaging cost increases include a 11% increase in glass packaging and a 22% increase in plastic containers.

-18-


Operating Expenses — Our operating expenses were $49.1 million during the third quarter of 2008 compared to $36.8 million in 2007.  Selling and distribution expenses increased $7.6 million or 35.4% in the third quarter of 2008 compared to the third quarter of 2007 due to the San Antonio Farms acquisition in May, 2007 and E.D. Smith in October, 2007.  General and administrative expenses increased $2.2 million in the third quarter of 2008 compared to 2007, primarily due to the Canadian infrastructure added as a result of the E.D. Smith acquisition in October, 2007.  While operating costs increased compared to 2007, total operating costs as a percentage of net sales was consistent with 2007.  During the third quarter of 2008 and 2007, operating expenses as a percentage of net sales was 13.1% and 13.5%, respectively, as the continued leveraging of selling and distribution and general and administrative expenses were partially offset by higher amortization expense.

Other operating expense of $0.7 million is related to the closure of the Portland, Oregon pickle plant.

Operating Income — Operating income for the third quarter of 2008 was $24.1 million, an increase of $2.1 million, or 9.8%, from operating income of $21.9 million in the third quarter of 2007.  Our operating margin was 6.4% in the third quarter of 2008 compared to 8.1% in the prior year’s quarter, reflecting the higher input costs.

Income Taxes — Income tax expense was recorded at an effective rate of 29.9% in the third quarter of 2008 compared to 37.6% in the prior year’s quarter.  The lower effective tax rate in 2008 is due to the favorable intercompany financing structure entered into in conjunction with the E.D. Smith acquisition.  (See Note 4)

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007 — Results by Segment

North American Retail Grocery —

   
Three Months Ended September 30,
 
   
2008
   
2007
 
   
Dollars
   
Percent
   
Dollars
   
Percent
 
   
(Dollars in thousands)
 
Net sales
 
$
221,814
     
100.0
%
 
$
145,936
     
100.0
%
Cost of sales
   
172,309
     
77.7
     
109,212
     
74.8
 
Gross profit
   
49,505
     
22.3
     
36,724
     
25.2
 
Freight out and commissions
   
14,677
     
6.6
     
9,986
     
6.8
 
Direct selling and marketing
   
6,115
     
2.8
     
5,650
     
3.9
 
Direct operating income
 
$
28,713
     
12.9
%
 
$
21,088
     
14.5
%

Net sales in the North American Retail Grocery segment increased by $75.9 million, or 52.0% in the third quarter of 2008 compared to the third quarter of 2007.  The change in net sales from 2007 to 2008 was due to the following:

   
Dollars
   
Percent
 
   
(Dollars in thousands)
 
2007 Net sales
 
$
145,936
         
Volume
   
(4,981
)
   
(3.4
)%
Acquisitions
   
71,146
     
48.7
 
Pricing
   
10,898
     
7.5
 
Mix/other
   
(1,185
)
   
(0.8
)
2008 Net sales
 
$
221,814
     
52.0
%

The increase in net sales from 2007 to 2008 resulted mainly from the acquisition of E.D. Smith in the fourth quarter of 2007.  Price increases taken due to rising raw material and packaging costs partially offset lower case sales of baby food, and retail branded pickles.  Volume declined due to a previously announced loss of a significant baby food customer and movement away from certain low margin customers.

Cost of sales as a percentage of net sales increased from 74.8% in 2007 to 77.7% in 2008 primarily as a result of increases in raw material and packaging costs which were only partially offset by price increases.  We have implemented several cost reduction and pricing initiatives in an attempt to offset these cost increases.

Freight out and commissions paid to independent sales brokers was $14.7 million in the third quarter of 2008 compared to $10.0 million in 2007, an increase of 47.0%, primarily due to the E.D. Smith acquisition and higher freight costs, due to rising fuel costs.

-19-


Food Away From Home —

   
Three Months Ended September 30,
 
   
2008
   
2007
 
   
Dollars
   
Percent
   
Dollars
   
Percent
 
   
(Dollars in thousands)
 
Net sales
 
$
77,189
     
100.0
%
 
$
65,736
     
100.0
%
Cost of sales
   
64,050
     
83.0
     
54,103
     
82.3
 
Gross profit
   
13,139
     
17.0
     
11,633
     
17.7
 
Freight out and commissions
   
3,469
     
4.5
     
2,763
     
4.2
 
Direct selling and marketing
   
1,470
     
1.9
     
1,223
     
1.9
 
Direct operating income
 
$
8,200
     
10.6
%
 
$
7,647
     
11.6
%

Net sales in the Food Away From Home segment increased by $11.5 million, or 17.4%, in the third quarter of 2008 compared to the prior year.  The change in net sales from 2007 to 2008 was due to the following:

   
Dollars
   
Percent
 
   
(Dollars in thousands)
 
2007 Net sales
 
$
65,736
         
Volume
   
(3,068
)
   
(4.7
)%
Acquisitions
   
7,149
     
10.9
 
Pricing
   
4,589
     
7.0
 
Mix/other
   
2,783
     
4.2
 
2008 Net sales
 
$
77,189
     
17.4
%

Sales increased during the third quarter of 2008 compared to 2007 primarily due to the E.D. Smith acquisition in October, 2007 and price increases taken since last year.  Volume declined as the Company moved away from certain low margin customers.

Cost of sales as a percentage of net sales increased slightly from 82.3% in the third quarter of 2007 to 83.0% in 2008, as sales price increases realized in the quarter helped to partially offset increases in raw material and packaging costs and a favorable mix of higher margin salsa.

Freight out and commissions paid to independent sales brokers was $3.5 million in the third quarter of 2008 compared to $2.8 million in 2007, an increase of 25.6%, primarily due to growth in volume resulting from the E.D. Smith acquisition and higher freight costs, due to rising fuel costs.

Industrial and Export —

   
Three Months Ended September 30,
 
   
2008
   
2007
 
   
Dollars
   
Percent
   
Dollars
   
Percent
 
           
(Dollars in thousands)
         
Net sales
 
$
75,573
     
100.0
%
 
$
60,279