================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended January 29, 2005 Commission File Number 1-5452
ONEIDA LTD.
163-181 KENWOOD AVENUE
ONEIDA, NEW YORK 13421-2899
(315) 361-3000
NEW YORK 15-0405700
(State of Incorporation) (I.R.S. Employer Identification No.)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of exchange on which registered
-------------- ------------------------------------
Common Stock, par value $1.00 per None
share with attached Preferred
Stock purchase rights
Securities registered pursuant to Section 12(g) of the Act:
6% Cumulative Preferred Stock, par value $25 per share
(Title of Class)
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 [_] NO [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [X] NO [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant based on a closing price of $1.52 per share reported on the Over the
Counter Market on July 30, 2004 was approximately $24,256,046. For this
calculation, registrant assumed its directors and executive officers are
affiliates.
The number of shares of Common Stock ($1.00 par value) outstanding as of
April 11, 2005, was 46,631,924.
Documents Incorporated by Reference
None.
================================================================================
This document (excluding exhibits) contains 90 pages.
The table of contents is set forth on page 1.
The Exhibit Index begins on page 86.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 2
(a) General 2
(b) Segments 3
(c) Narrative Description of Business 3
Principal Products 3
Manufacturing and Sourcing 3
Principal Markets 4
Distribution 4
Raw Materials 5
Intellectual Property 5
Licenses 5
Seasonality of Business 5
Working Capital 5
Customer Dependence 6
Backlog Orders 6
Market Conditions and Competition 6
Research and Development 7
Environmental Matters 7
Employment 8
Risk Factors Which May Affect Future Results 8
Company Information 9
Item 2. Properties 9
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Stockholders 10
PART II
Item 5. Market for the Company's Equity and Related Stockholder Matters 11
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of Financial Conditions and Results of
Operations 14
Item 7A. Qualitative and Quantitative Disclosures About Market Risk 26
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements and Supplementary Data 26
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure 62
Item 9A. Controls and Procedures 63
Item 9B. Other Information 66
PART III.
Item 10. Directors and Officers of the Registrant 66
Item 11. Executive Compensation 71
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Transactions 76
Item 13. Certain Relationships and Related Transactions 78
Item 14. Principal Accountant Fees and Services 79
PART IV.
Item 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K 79
Signatures 81
Consent of Independent Accountants 83-84
Schedule II, Valuation and Qualifying Accounts 85
Exhibit Index 86
1
PART I
ITEM 1. BUSINESS.
a. General.
The Company (unless otherwise indicated by the context, the term "Company" means
Oneida Ltd. and its consolidated subsidiaries) was incorporated in New York in
1880 under the name Oneida Community, Limited. In 1935, the Company's name was
changed to Oneida Ltd. It maintains its executive offices in Oneida, New York.
Since its inception, the Company has designed and marketed tableware - initially
silverplated and, later, sterling and stainless steel flatware. By acquiring
subsidiaries, entering into strategic distributorship and licensing arrangements
and expanding its own tableware lines, the Company has diversified into the
design and distribution of other tableware, kitchenware and gift items, most
notably china dinnerware, silverplated and stainless steel hollowware, crystal
and glass stemware, barware and giftware, cookware, cutlery and kitchen utensils
and gadgets. This diversification has permitted the Company to progress toward
its goal of becoming a "total tabletop" supplier.
Since 1999, the Company has gone through a number of significant changes that
have redirected its focus from manufacturing to sourcing. These changes include
the closure of the Canadian and Mexican flatware manufacturing facilities
operated by the Company's Oneida Canada, Limited and Oneida Mexicana SA de SV
subsidiaries in 1999 and 2004, respectively; the cessation of hollowware
manufacturing at the Company's Sherrill, New York manufacturing facility in
1999, the sale of the Buffalo, New York dinnerware manufacturing facility
operated by the Company's Buffalo China, Inc. subsidiary in 2004, the closure of
the Mexican dinnerware manufacturing facility operated by Buffalo China, Inc.'s
Ceramica de Juarez SA de CV subsidiary in 2004, the closure of the Italian and
Chinese hollowware manufacturing facilities operated by the Company's Oneida
Italy, srl and Oneida International, Inc. subsidiaries, respectively, in 2004,
and the closure and sale of the Company's Sherrill, New York flatware
manufacturing facility in March 2005. The Chinese hollowware manufacturing
facility was sold in March 2005. With the March 2005 closure and sale of the
Company's Sherrill, New York flatware manufacturing facility the Company will
have completed its transition from a combination manufacturing and sourcing
supplier to a supplier of products wholly sourced from third party
manufacturers.
Coupled with these plant closures, several strategic acquisitions and supply
arrangements have advanced the Company's presence and abilities in the tableware
sourcing arena. In 1996, the Company acquired the assets of THC Systems, Inc., a
leading importer and marketer of vitreous china and porcelain dinnerware for the
Foodservice industry under the Rego tradename. In 1998 the Company acquired the
assets of Stanley Rogers & Son, a leading importer and marketer of stainless
steel and silverplated flatware to retail customers in Australia and New
Zealand, and Westminster China, a leading importer and marketer of porcelain
dinnerware to the foodservice, domestic tourism and promotion industries in
Australia and New Zealand. In the summer of 2000 the Company acquired the assets
of Sakura, Inc., a leading marketer of consumer ceramic, porcelain and melamine
dinnerware and accessories; all outstanding shares of London-based Viners of
Sheffield Limited, the leading marketer of consumer flatware and cookware in the
U.K.; and all outstanding shares of Delco International, Ltd., a leading
marketer of foodservice tableware to foodservice distributors, chains and
airlines. In conjunction with the 2004 sale of the Company's Buffalo, New York
dinnerware manufacturing facility, the Company entered into a supply agreement
with the purchasers, Niagara Ceramics Corporation, whereby Niagara Ceramics will
act as a key supplier of foodservice dinnerware. Similarly, the March 2005 sale
of the Company's Sherrill, New York flatware manufacturing facility included a
supply agreement with the purchaser, Sherrill Manufacturing Inc., whereby
Sherrill Manufacturing will act as a key supplier of flatware and silverplating
services.
The Company believes that this redirection of focus from manufactured to sourced
product will help to maintain its ability to compete in the highly competitive
tableware industry by permitting it to provide the widest range of products
suited to its great variety of customers in the most timely, efficient and cost
effective manner.
b. Segments.
2
During 2004, the Company determined that it should have historically been
reporting three reportable segments, as defined in SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information": Foodservice, Consumer
and International. Foodservice and Consumer segments operate in the US. The
Company previously reported that its Tableware segment was grouped around three
major product categories. The prior year disclosures have been restated to
report these three segments. This change in segment reporting has no effect on
reported earnings.
The Company's operations and assets are in three principal segments:
Foodservice, Consumer, and International. The Company's Consumer segment sells
directly to a broad base of retail outlets including department stores, mass
merchandisers, Oneida Home stores and chain stores. The Company's Foodservice
segment sells directly or through distributors to foodservice operations
worldwide, including hotels, restaurants, airlines, cruise lines, schools and
healthcare facilities. The Company's International segment sells to a variety of
distributors, foodservice operations and retail outlets.
Information regarding the Company's operations by industry segments for the
years ended January 29, 2005, January 31, 2004 and January 25, 2003 is contained
in Part II, Item 8 of this Report.
c. Narrative Description of Business.
Principle Products.
The Company divides its tableware products into four principle product
categories: metalware, dinnerware, glassware and other tabletop accessories.
Metalware is comprised of stainless steel, silverplated and sterling silver
flatware (forks, knives, spoons and related serving pieces), stainless steel,
silverplated and other metalic hollowware (bowls, trays, tea and coffee sets and
related items), cutlery and metal and aluminum cookware. Dinnerware includes
ceramic, porcelain and stoneware plates, bowls, cups, mugs, and a variety of
related serving pieces. Glassware includes glass, non-leaded crystal and leaded
crystal stemware, barware, serveware, giftware and decorative pieces. The
Company, in recent years, expanded its product offerings beyond its main
metalware, dinnerware and glassware product categories. These other tabletop
accessories include ceramic and plastic serveware and decorative accessories,
kitchen and table linens, picture frames and decorative pieces distributed
primarily by the Company's Sakura and Kenwood Silver subsidiaries.
The percentages of metalware, dinnerware, glassware and other tabletop
accessories sales to total consolidated sales for the fiscal years, which end in
January, are as follows:
2005 2004 2003
---- ---- ----
Metalware: 59% 60% 60%
Dinnerware: 32% 31% 31%
Glassware: 7% 7% 7%
Other Tabletop Accessories: 2% 2% 2%
Manufacturing and Sourcing.
Prior to the plant closure and sale in March 2005, the principal source of the
Company's highest end flatware was the Company's Sherrill, New York
manufacturing plant. At present the Company is purchasing its highest-end
flatware products from Sherrill Manufacturing Inc., the purchasers of the
Sherrill manufacturing facility, as well as from several international
suppliers. Following the plant closure and sale, all of the Company's moderate
and low price-point flatware will be sourced from several international
suppliers. The Company sources its stainless steel, silverplated and other
metalic hollowware products and its cutlery and aluminum and stainless steel
cookware from several international suppliers.
The Company's own branded dinnerware is sourced from several suppliers, both
domestic and international. In addition, the Company is the exclusive
distributor of dinnerware products manufactured by Schonwald and Noritake Co.,
Inc. to the U.S. Foodservice market.
3
As with dinnerware, the Company sources its glassware from several international
suppliers and markets the glassware under its own name, and in certain cases,
under the names of its suppliers, such as Inn Crystal.
The Company's other tabletop accessories are sourced from various domestic and
international suppliers.
Principal Markets.
The Company's tableware operations serve three principal markets: Consumer,
Foodservice and International.
Consumer focuses on individual consumers, and the Company's wide-ranging
Consumer marketing activities include both retail and Consumer direct
operations. The Company's retail accounts include national and regional
department store chains, mass merchandise and discount chains, specialty shops
and local establishments. The Company's Consumer direct accounts serve business
customers in the premium, incentive, mail order, internet and direct selling
markets. The Company also reaches consumers through its Kenwood Silver Company,
Inc. subsidiary which plays a significant role in the marketing of the Company's
products. Kenwood Silver Company, Inc. operates a chain of 36 Oneida Home outlet
stores in resort and destination shopping areas across the United States
featuring a variety of tableware and household items. The Company also markets
its products via its web site, www.oneida.com, and 1-800-TSPOONS call center
number.
The Company serves Foodservice and institutional accounts of all kinds,
including restaurants, hotels, resorts, convention centers, food distributors,
airlines, cruise lines, hospitals and educational institutions.
International activities span both the Consumer and Foodservice markets
described above, and include the marketing and sale of the Company's products
throughout the world.
Distribution.
The Company's Consumer and Foodservice sales and marketing functions are managed
from the executive offices in Oneida, New York. The Company utilizes an in-house
staff of Consumer and Foodservice marketing professionals, each focused by
product category. This staff plays a key role in the planning and development of
the Company's product offerings, pricing and promotions. The Company's Consumer
and Foodservice sales functions are managed and directed by the Company's own
sales force. This sales force works closely with a sizeable network of
independent sales representatives in both the Consumer and Foodservice markets.
Most Consumer orders are filled directly by the Company from its primary
distribution center located in Sherrill, New York. For some accounts, however,
orders are filled by a third party warehouses located in Santa Fe Springs,
California and Miami, Florida.
While most Foodservice orders are filled directly by the Company from its
primary distribution centers in Sherrill and Buffalo, New York, the Company also
utilizes third party warehouses located in Miami, Florida, Chino, California,
Wood Dale, Illinois and Atlanta, Georgia to service certain foodservice
customers. In February 2005 the Company proposed the closure of its Buffalo, New
York distribution center and the consolidation of those operations among its
Sherrill, New York distribution center and various third party warehouses. On
April 12, 2005 the Company announced its intention to proceed with the proposed
closure and consolidation. The Company anticipates that this closure and
consolidation will be completed by mid-2005.
The Company's International sales and marketing functions are overseen by the
Company's various offshore offices. In the Americas, the Canadian market is
served by the Company's Oneida Canada, Limited subsidiary's Mississauga,
Ontario, Canada office, while the Mexican, Central and South American and
Caribbean markets are served by the Company's Oneida, S.A. de C.V. subsidiary
located in Mexico City. The Company's Oneida U.K. Limited subsidiary located in
London serves the Company's European, African, Middle and Far Eastern markets,
Asian and Pacific markets, and the Australian and New Zealand markets are served
by the Company's Oneida Australia, Pty Ltd. subsidiary located in Melbourne,
Australia. Beginning in 2005, the Company's London and Melbourne offices will
share responsibility for the Asian and Pacific markets. In addition to these
international Company operations, the Company also utilizes a network of
independent representatives and distributors to market and sell the Company's
products in countries and localities where the Company does not maintain its own
offices or employees.
4
International orders for both Foodservice and Consumer products are filled by
the Company from a variety of locations, including the Company's United States
distribution center in Sherrill, New York, as well as the Company's
international facilities in Niagara Falls, Canada, Roermond, Holland and
Melbourne, Australia and a third party warehouse located in Guangzhou, China. In
addition, many orders are shipped directly from the suppliers to the Company's
international customers.
Raw Materials.
The principal raw materials used by the Company in its manufacture of metalware
(manufacturing ceased in March 2005) were stainless steel, brass, silver and
gold. These same raw materials are used by the Company's suppliers in their
production of metalware. The raw materials used by the Company's dinnerware
suppliers include various clays, flint, aluminum oxide and glass frite and the
raw materials used by the Company's glass and crystal suppliers include sand,
soda lime and magnesium. These materials were purchased by the Company and the
Company's suppliers in the open market to meet current requirements and were
available in adequate supply from multiple sources. Both the Company and its
suppliers did, however, experience shorter supplies than normal of stainless
steel, and as a result, increased stainless steel prices, during the fiscal year
ended January 2005. This trend of shorter-than-normal supplies and increased
prices of stainless steel is expected to continue at least through the end of
the current fiscal year. Depending on the extent and duration of stainless steel
supply shortages, and corresponding price increases, the Company's gross margins
may be adversely affected.
Intellectual Property.
The Company owns and maintains many design patents in the United States and
Canada. These patents, along with numerous copyrights, protect the Company's
product designs and decorations. In addition, the Company has registered its
most significant trademarks in the United States and many foreign countries. The
Consumer, Foodservice and International operations use a number of trademarks
and trade names which are extensively advertised and promoted, including ONEIDA,
ABCO, BUFFALO CHINA, COMMUNITY, DELCO, HEIRLOOM, LTD, REGO, ROGERS, SAKURA,
SANT'ANDREA and VINERS OF SHEFFIELD. Taken as a whole, the Company's
intellectual property, especially the market recognition associated with the
ONEIDA name, is a material, although intangible, corporate asset which is not
recorded on the books.
Licenses.
The Company continues to explore opportunities to capitalize on the ONEIDA name
in new product categories. One vehicle for this expansion has been licensing the
ONEIDA name for use by third parties on products complementary to the Company's
own core tableware lines. Such licenses include agreements with Bradshaw
International, Inc., Connoisseurs Products Corporation, Robinson Knife
Manufacturing Co., Inc. and Trendex Home Designs, Inc. for the manufacture and
marketing of ONEIDA metal cookware and bakeware, ONEIDA silver and metal
polishes, ONEIDA kitchen tools and accessories and ONEIDA kitchen and table
linens, respectively. In addition, the Company also maintains license agreements
that allow it to market lines of flatware under the WEDGEWOOD name, and lines of
dinnerware, flatware, glassware and related accessories under the COCA-COLA
names. New license additions during fiscal year ended January 2005 include an
additional license agreement with Bradshaw International, Inc. that was a part
of Bradshaw's purchase of the Company's Encore Promotions, Inc. subsidiary in
August 2004. This additional license permits Bradshaw to market a variety of
products, including flatware, dinnerware and cookware bearing the ONEIDA name
through supermarkets and supermarket redemption programs. In addition, in
November 2004 the Company and Anchor Hocking Company entered into an Agreement
whereby Anchor Hocking will manufacture and market foodservice soda lime
glassware bearing a joint ONEIDA BY ANCHOR name. Neither the terms nor the
effects of any of the Company's license agreements are material.
Seasonality of Business.
Although Consumer operations normally do a greater volume of business during
October, November and December primarily because of holiday-related orders for
metalware, dinnerware and glassware products, the Company's businesses are not
considered seasonal.
Working Capital.
The Company's working capital needs are primarily dictated by inventory levels,
trade payables, outstanding receivables and the levels of other current
liabilities. Other than cash flow provided from operating activities, the
Company's primary source
5
of working capital is its secured revolving credit facility. This facility
provides cash for general corporate purposes. The current status of the
Company's working capital is covered in more detail in Note 9 to the Company's
Financial Statements included in Item 8 of Part II of this Report.
The Company generally maintains sufficient inventories of metalware, dinnerware,
glassware and other products to respond promptly to orders. The levels of those
inventories are dictated by anticipated sales and order backlog.
The Company's standard payment terms are net 30 days from date of invoice. Such
terms are common in the tableware industry.
The Company's divisions and subsidiaries each have return policies, most of
which require the Company's prior written authorization for all returns. Such
return policies are common in the tableware industry. The Company has
established an allowance for merchandise returns based on historical experience,
product sell-through performance by product and by customer, current and
historical trends in the tableware industry and changes in demand for its
products. The accounting of such returns is discussed in greater detail in the
"Revenue Recognition" section of Note 1 to the Company's Financial Statements
included in Item 8 of Part II of this Report.
Customer Dependence.
The Company's customers are numerous and varied. They include, but are not
limited to, domestic and international department stores, mass merchandise and
discount chains, specialty shops, premium, incentive, mail order and internet
customers, hotel and restaurant chains, airlines, cruise lines and foodservice
distributors. No material part of the Company's business is dependent upon a
single customer, the loss of which would have a materially adverse effect. In
particular, no single Company customer accounts for 10% or more of the Company's
sales. Notwithstanding, each of the Consumer and Foodservice segments could be
materially affected by the loss of any one of that segment's most significant
customers, the simultaneous loss of several of either the Consumer or
Foodservice segments' most significant customers would most certainly have a
materially adverse effect on not only that segment's business, but also the
business of the Company as a whole.
Backlog Orders.
The Company had outstanding orders of $24,861,615 as of April 4, 2005 and
$33,426,203 as of March 29, 2004. This backlog is expected to be filled during
the current fiscal year. The Company does not believe that backlog is indicative
of its future results of operations or prospects. Although the Company seeks
commitments from customers well in advance of shipment dates, actual confirmed
orders are typically not received until close to the required shipment dates.
Market Conditions and Competition.
The Company distributes a complete line of stainless steel, silver plated and
sterling flatware. The Company is one of the largest distributors of stainless
steel and silver plated flatware in the world. The Company's dinnerware,
hollowware and crystal and glass lines, along with its flatware lines, make the
Company a truly complete tableware supplier. Notwithstanding the Company's
prominence in the markets it serves, the tableware business is highly
competitive. The Company faces competition from a number of domestic companies,
such as Libbey, Lenox and Pfaltzgraff, that market both imported and
domestically manufactured lines and from hundreds of importers engaged
exclusively in marketing foreign-made tableware products. In recent years, there
is also competition from department and specialty stores and foodservice
distributors and establishments that import foreign-made tableware products
under their own private labels for their sale or use. The Company strives to
maintain its market position through product diversity, design innovation,
sourcing expertise, innovative manufacturing partnerships and brand strength,
the latter especially among consumers.
The principal factors affecting domestic Consumer competition are design, price,
quality and packaging. Other factors that have an effect on Consumer competition
are availability of replacement pieces and product warranties. In the opinion of
the Company, no one factor is dominant and the significance of the different
competitive factors varies from customer to customer.
6
The principal factors affecting domestic Foodservice competition are design,
service, price and quality. The Company is one of the largest sources of
commercial china dinnerware and stainless steel and silverplated tableware in
the United States.
The principal factors affecting International competition are brand recognition,
design, and quality. Other factors affecting the Company's participation in the
International market include competition with local suppliers and high import
duties, both of which increase the Company's costs relative to local producers,
as well as the Company's inability to distribute certain of its product lines
world-wide due to manufacturer-imposed sales restrictions.
Research and Development.
The Company places a considerable emphasis on excellence in development and
design. To achieve this end, the Company maintains full time in-house design and
engineering departments that continuously develop, test and improve products and
manufacturing methods. Independent designers and collaborative efforts with
other companies contribute to the Company's emphasis on development and design.
The Company's actual expenditures on research and development activities during
the past three fiscal years, however, have not been material.
Environmental Matters.
The Company's operations are subject to environmental laws and regulations
enforceable by national, state and local authorities, including those pertaining
to air emissions, wastewater discharges, toxic substances, and the handling and
disposal of solid and hazardous wastes. These laws and regulations provide,
under certain circumstances, a basis for the remediation of contamination, as
well as personal injury and property damage claims. The Company has incurred
costs and capital expenditures in complying with these laws and regulations.
With the closure of its last owned and operated manufacturing facility in March
2005, the Company anticipates that the environmental compliance costs associated
with its continuing operations will be significantly lower than during the
operation of its manufacturing facilities. The Company does not anticipate that
compliance with federal, state and local environmental laws and regulations will
have any material effect upon the capital expenditures, earnings or competitive
position of the Company. Other than as set forth below, the Company does not
anticipate any material capital expenditures for environmental controls or
remediation for the remainder of the current fiscal year ending January 2006 or
the succeeding fiscal year ending January 2007.
In March 2004 a Focused Phase II Environmental Assessment was conducted of the
Company's Buffalo China, Inc. manufacturing facility in Buffalo, New York in
connection with the sale of that facility to Niagara Ceramics Corporation. This
Focused Phase II Environmental Assessment discovered a reportable event relative
to the presence of petroleum on that site. On March 15, 2004 the Company
reported the presence of the petroleum to the New York State Department of
Environmental Conservation (the "NYS DEC") and on June 16, 2004 provided a
Petroleum Release Remediation Work Plan to the NYS DEC relative to this site.
Remediation Work was completed in December 2004.
Based on the data the Company provided to the NYS DEC as part of its March 15,
2004 petroleum release report, the NYS DEC requested a site-wide lead
investigation work plan. In response to this request, in June 2004, the Company
provided the NYS DEC with a complete copy of the March, 2004 Focused Phase II
Environmental Assessment report, which included the results of general
facility-wide lead and other hazardous substance testing. On January 14, 2005 a
meeting was held with the NYS DEC to discuss their concerns regarding possible
lead and other hazardous waste contamination at the former Buffalo China, Inc.
manufacturing site and the adjacent Buffalo China, Inc. distribution center
which remains in operation by Buffalo China, Inc. Following this meeting Buffalo
China, Inc. agreed to perform additional testing in the area of the 2004
petroleum remediation to determine if lead or other hazardous substances were
present, and if so, the extent of the presence. That testing work began in
February 2005. Also in February 2005, the New York State Department of
Environmental Conservation raised the additional concerns of lead and
trichloroethylene contamination at the former Buffalo China, Inc. manufacturing
facility which was sold to Niagara Ceramics in March 2004 and for which Buffalo
China, Inc. retains environmental liability through the Fall of 2005. The
Company's Buffalo China, Inc. subsidiary plans to continue to work with the
New York State Department of Environmental Conservation to reach a
mutually-acceptable resolution of these issues. As of the date of this Report
not all testing necessary to determine the full nature and extent of the
contamination has been
7
completed. Notwithstanding, at this early juncture, the Company has reserved
$1,400,000 related to this matter based on estimates prepared by an external
environmental consultant hired by the Company.
On April 20, 2005 the Company received notice from the US Environmental
Protection Agency of potential liability for clean up of a site owned and used
by its former subsidiary, Leavens Manufacturing Co, Inc. The extent of the
Company's liability, if any, cannot be reasonably estimated as of the date of
this filing.
Employment.
The Company and its subsidiaries employed approximately 916 employees in
domestic operations and 324 employees in foreign operations as of March 28,
2005. The Company maintains positive relations with its domestic and foreign
employees. With the exception of its Buffalo China, Inc. subsidiary, the
Company's facilities are not unionized. The employees of Buffalo China, Inc.'s
distribution facility in Buffalo, New York are represented by the Glass,
Molders, Pottery, Plastics & Allied Workers International Union AFL-CIO, CLC and
its local union No. 76A. The current collective bargaining agreement between
Buffalo China, Inc. and the Glass, Molders, Pottery, Plastics & Allied Workers
International Union AFL-CIO, CLC and its local union No. 76A expires on July 31,
2005. As of the date of this Report the Company and the Glass, Molders, Pottery,
Plastics & Allied Workers International Union AFL-CIO, CLC and its local union
No. 76A are in the process of negotiating an agreement that will terminate the
collective bargaining agreement in conjunction with the 2005 closure of the
Buffalo China, Inc. distribution facility. The Company has experienced no work
stoppages or strikes in the past five years.
Risk Factors Which May Affect Future Results
With the exception of historical data, the information contained in this Report,
as well as those other documents incorporated by reference herein, may
constitute forward-looking statements, within the meaning of the Federal
securities laws, including but not limited to the Private Securities Litigation
Reform Act of 1995. When used, words such as "anticipate", "believe", "expect",
"intend", "may", "might", "plan", "estimate", "project", "should", "will be",
"will result" and similar words or phrases which do not relate solely to
historical matters or data are intended to identify forward-looking statements.
The Company cautions investors that forward-looking statements are based upon
management beliefs and assumptions and information currently available to
management. As such, forward-looking statements are subject to numerous
uncertainties and may be affected by known and unknown risks, trends and factors
that are beyond the Company's control. In the event that such risks materialize,
trends or factors change, or beliefs or assumptions prove incorrect, the
Company's actual results may differ materially from those expressed or implied
herein. The risk factors which may affect the Company's future results include,
but are not limited to, the following:
Financial and Administrative Risks
The costs of the Company's day-to-day operations are subject to numerous and
varied risks including, but not limited to, increases or fluctuations in
interest rates, level of Company indebtedness, ability of the Company to
maintain sufficient levels of liquidity, failure of the Company to comply with
the covenants included in the Second Amended and Restated Credit Agreement (or
obtain needed waivers and amendments to its financing agreements), failure of
the Company to obtain equity capital, deterioration of the creditworthiness of
significant customers; impact of changes in accounting standards; increases in
pension and medical benefit costs; decreases in the Company's stock price,
amount and rate of growth of the Company's selling, general and administrative
expenses; potential legal proceedings; adverse regulatory developments and the
loss of one of more key employees. The Company's primary financing agreements
contain various financial covenants, including a restriction limiting the
Company's total debt outstanding to a pre-determined multiple of the prior
rolling twelve months earnings before interest, taxes, depreciation,
amortization, and restructuring expense (EBITDAR). The Company was in
compliance with its covenants as of January 29, 2005, but anticipated
violating the covenants at the end of the second quarter of the fiscal year
ending January 28, 2006. As a result, in March 2005 the Company began discussing
amendments to those covenants with its lenders. On April 7, 2005, the Company's
lending syndicate approved an amendment to the Company's credit agreement
providing less restrictive financial covenants (beginning with the first quarter
of the fiscal year ending January 2006), consenting to the sale of certain
non-core assets, and authorizing the release of certain proceeds from the assets
sold. The revised financial covenants extend through the fiscal year ending
January 2007. Therefore, as a result of the amendment to the credit agreement
described above and the additional actions taken by the Company during the
fiscal year ended January 29, 2005 and subsequent to the balance sheet date, the
Company's Independent Registered Public Accounting Firm has excluded the "Going
Concern" explanatory paragraph from their report dated April 14, 2005 that was
previously included in the Independent Registered Public Accounting Firm's
report, dated April 30, 2004, for the prior fiscal year ended January 31, 2004.
Notwithstanding this amendment, and although not anticipated, the Company could
default in compliance with various of the covenants and provisions of its Credit
Agreement. These defaults, if unremediated, could cause the lenders to declare
the principal outstanding to be payable immediately. Such an event would create
an immediate and material liquidity crisis for the Company.
Production and Procurement Risks
Following the closure of its Sherrill, New York flatware manufacturing facility,
the Company will source substantially all of its products overseas, primarily
from third party manufacturers in the Far East. This overseas sourcing subjects
the Company to the numerous risks of doing business abroad, including but not
limited to, rapid changes in economic or political conditions, civil unrest,
political instability, war, terrorist attacks, international health epidemics
such as the SARS outbreak, strikes or labor disputes, currency fluctuations,
increasing export duties, trade sanctions and tariffs, difficulties or delays in
production or shipment of products, variations in product quality and souring of
supplier relationships.
Marketing and Sales Risks
8
In each of the Company's three markets, Consumer, Foodservice and International,
risks impact the effectiveness of marketing plans and the level of sales. These
risks include, but are not limited to, general economic conditions in the
Company's own markets and related markets, industry production and sales
capacity, impact of competitive products and pricing, difficulties or delays in
the development of new products, difficulties or delays in the delivery of
products to customers, ability to forecast design trends, validity of
assumptions related to customer purchasing patterns, market acceptance of new
products, product quality and performance issues, ability to maintain high
customer service levels, and volume of inventory obsolescence.
In addition to the more general risks associated with all three of the Company's
markets, the Company's International Division is also subject to the numerous
risks of doing business abroad, including but not limited to, rapid changes in
economic or political conditions, civil unrest, political instability, war,
terrorist attacks, international health epidemics such as the SARS outbreak,
strikes or labor disputes, currency fluctuations, increasing export duties and
trade sanctions and tariffs.
Company Information.
The Company maintains a website at www.oneida.com. On the "Investor Information"
section of this website the Company makes available without cost its Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, proxy statements and other public filings with the Securities and Exchange
Commission, as soon as reasonably practicable after the Company has filed these
materials. The Company is not including the information contained on the
Company's website as a part of, or incorporating it by reference into, this
Annual Report on Form 10-K or any other report that the Company files with or
furnishes to the Securities and Exchange Commission. Copies of any of these
materials are also available in print. For print copies, stockholders should
submit written requests to Oneida Ltd., Investor Relations Department, 163-181
Kenwood Avenue, Oneida, New York 13421.
ITEM 2. PROPERTIES.
As of April 11, 2005, the principal properties of the Company and its
subsidiaries are situated at the following locations and have the following
characteristics:
Approximate Square Footage
--------------------------
Owned Leased
------- ------
Buffalo, New York Offices and Warehouse 203,000(1)
Oneida, New York Executive Administrative Offices 95,000
Sherrill, New York Offices and Warehouse 206,000(2)
Sherrill, New York Former Knife Manufacturing Facility 135,000
Melbourne, Australia Offices and Warehouse 60,000
Niagara Falls, Canada, Offices and Warehouse 26,000
London, England Offices 30,000
Mexico City, Mexico Offices and Warehouse 32,000
9
(1): Ownership of the 203,000 square foot Buffalo, New York office and warehouse
property was transferred to the Erie County Industrial Development Agency on
February 29, 2000 in exchange for various tax concessions from the county. The
property will remain in the ownership of the Erie County Industrial Development
Agency for a term of fifteen years, upon the expiration of which the property
will be conveyed back to Buffalo China. The property is recorded on the
Company's books for GAAP purposes.
(2): Ownership of the 206,000 square foot Sherrill, New York warehouse and
office property was transferred to the Oneida County Industrial Development
Agency on February 25, 2000 in exchange for various tax concessions from the
county. The property will remain in the ownership of the Oneida County
Industrial Development Agency for a term of fifteen years, upon the expiration
of which the property will be conveyed back to the Company. The property is
recorded on the books for GAAP purposes.
In addition to the above properties owned by the Company, the Company also owns
approximately 400 additional acres in the cities of Sherrill and Oneida and the
town of Vernon, New York.
In addition to the leased properties described above, the Company also leases
offices and/or showrooms in New York City and Melville, New York, Mississauga,
Canada and Gvanhzhou, China. The Company leases retail outlet space in numerous
locations throughout the United States through its subsidiary, Kenwood Silver
Company, Inc., in several locations in Europe through its subsidiary, Oneida
U.K. Limited and in several locations in Australia through its Oneida Australia
PTY Ltd. subsidiary.
On March 22, 2005 the Company completed the sale of the real estate associated
with its main flatware manufacturing operation in Sherrill, New York. As such,
this facility is not listed in the schedule above.
All of the Company's buildings are located on sufficient property to accommodate
any further expansion or development planned over the next five years. The
properties are served adequately by transportation facilities, are well
maintained and are adequate for the purposes for which they are intended and
used.
ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in various routine legal proceedings incidental to the
operation of its business. The Company does not believe that it is reasonably
possible that any ongoing or pending litigation will have a material effect on
the future financial position, net income or cash flows of the Company.
Notwithstanding the foregoing, legal proceedings involve an element of
uncertainty. Future developments could cause these legal proceedings to have a
material adverse effect on the Company's future financial statements.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF STOCKHOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended January 29, 2005.
PART II
ITEM 5. MARKET FOR THE COMPANY'S EQUITY AND RELATED STOCKHOLDER MATTERS.
10
Stock Exchange Listing
The Company's Common Stock is traded on the over-the-counter market under the
symbol ONEI. Until May 11, 2004 the Company's Common Stock had traded on the New
York Stock Exchange ("NYSE") under the symbol "OCQ". Effective May 11, 2004 the
NYSE suspended trading of the Company's Common Stock because the Company had
fallen below the NYSE's continued listing standards for global market
capitalization and total stockholders' equity.
Dividends and Price Range of Common Stock
The total number of stockholders of record at January 29, 2005 was 3,213. The
following table sets forth the high and low sale prices per share of the
Company's Common Stock and cash dividends declared for the quarters in the
Company's fiscal years ended January 2005 and 2004.
JANUARY 2005
-------------
Fiscal Dividends
Quarter High Low Per Share
------- ----- ----- ---------
First $5.69 $4.88 $0
Second 1.74 .70 0
Third 1.81 1.14 0
Fourth 3.08 1.67 0
JANUARY 2004
---------------
Fiscal Dividends
Quarter High Low Per Share
------- ------ ------ ---------
First $11.37 $10.14 $.02
Second 11.10 5.85 0
Third 6.53 2.86 0
Fourth 6.11 4.05 0
Equity Compensation Plans
The following table Summarizes information about the Company's equity
compensation plans as of January 29, 2005. All Outstanding awards relate to the
Company's common stock.
Equity Compensation Plan Information
(a) (b) (c)
----------------------- -------------------- --------------------------
Number of Securities
Remaining Available for
Number of Securities to Weighted-Average Issuance Under Equity
be issued Upon Exercise Exercise Price of Compensation Plans
Plan of Outstanding Options, Outstanding Options, (Excluding Securities Plan
Category Warrants and Rights Warrants and Rights Reflected in Column (a))
-------- ----------------------- -------------------- --------------------------
Equity Compensation
Plans Approved by
Stockholders (1) ...... 1,043,770 $17.10 1,524,650(2)
Equity Compensation
Plans Not Approved
by Stockholders (3) ... 0 0 0
Total ................... 1,043,770 $17.10 1,524,650(2)
(1) Includes the 1987 Stock Option Plan, 1998 Stock Option Plan, 2002 Stock
Option Plan, 1998 Non-Employee Directors Stock Option Plan, as amended,
2000 Non-Employee Directors Equity Plan, 2003 Non-Employee Directors Stock
Option Plan, as amended, and Amended and Restated Restricted Stock Award
Plan.
(2) Includes shares remaining authorized for issuance in the following amounts:
1987 Stock Option Plan - 0; 1998 Stock Option Plan - 0; 2002 Stock Option
Plan - 1,323,180; 1998 Non-Employee Directors Stock Option Plan - 0; 2000
Non-Employee Directors Equity Plan - 23,333; 2003 Non-Employee Directors
Stock Option Plan - 133,000; and Amended and Restated Restricted Stock
Award Plan - 45,137. Despite the fact that these shares remain authorized
for issuance per the terms of the noted Plans as of the date of this
Report, the Company
11
has less than 1,524,650 shares of authorized Common Stock available to
issue upon exercise should these options be granted.
(3) There are no equity compensation plans that have not been approved by the
Company's Stockholders.
12
ITEM 6. SELECTED FINANCIAL DATA.
FIVE YEAR SUMMARY
ONEIDA LTD.
(Millions except per share and share amounts)
Year ended January 2005 2004 2003 2002 2001
-------------------------------------------------------------------------------------------------
OPERATIONS
Net sales .................................. $ 415.0 $ 453.0 $ 491.9 $ 509.1 $ 524.3
License fees ............................... 2.4 1.5 1.4 1.5 1.2
Gross margins .............................. 91.9 103.6 155.2 161.8 160.7
Depreciation and amortization expense ...... 12.1 11.8 13.9 13.8 14.8
Operating (loss) income .................... (85.0) (56.9) 25.4 27.7 20.4
Net (loss) income .......................... (51.1) (99.2) 9.2 7.0 (3.1)
Cash dividends declared:
Preferred stock ......................... 0.0 0.0 .1 .1 .1
Common stock ............................ 0.0 0.4 1.3 2.0 5.7
PER SHARE OF COMMON STOCK
Net (loss) income - diluted ................ (1.68) (5.98) .55 .42 (.20)
Dividends declared ......................... 0.00 0.02 .08 .17 .35
Net income (loss) - basic .................. (1.68) (5.98) .55 .42 (.20)
FINANCIAL DATA
Total assets ............................... 328.8 441.5 525.1 543.9 619.3
Working capital ............................ 87.5 (89.8) 179.1 199.6 214.9
Total debt ................................. 216.5 230.9 234.0 271.6 300.1
Stockholders' (deficit) equity ............. (3.6) 22.6 129.4 124.1 122.5
SHARES OF CAPITAL STOCK (in thousands)
Outstanding at end of year:
Preferred ............................... 86 86 86 86 87
Common .................................. 47,781 16,734 16,598 16,523 16,388
Weighted average number of common shares
outstanding during the year - diluted ... 30,450 16,606 16,581 16,519 16,387
Weighted average number of common shares
outstanding during the year - basic ..... 30,450 16,606 16,540 16,468 16,300
In 2005 and 2004, the Company has taken actions to redirect its manufacturing
platform from a combination manufacturing and outsourcing model to a supplier
of products wholly sourced from third party manufacturers. The transition was
taken to increase the Company's margins. Therefore, Company margins and
inventory levels for the past five years may not be indicative of future
results.
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
Executive Summary
The Company experienced operating losses of $84,997 and $56,878 for the years
ended January 29, 2005 and January 31, 2004 respectively. The following table
summarizes the Company's operating losses which included adjustments related
to the plan of restructuring.
January 29, 2005 January 31, 2004
---------------- ----------------
Operating Loss .......................... $(84,997) $(56,878)
Restructuring (income) expense .......... (323) 9,001
Impairment loss on depreciable assets ... 37,314 18,604
Impairment loss on intangible assets .... 19,836 1,300
Gain on the disposal of fixed assets .... (4,573) (2,737)
-------- --------
Operating loss, net of restructuring
and related charges .................. $(32,743) $(30,710)
======== ========
During the past year, the Company identified and implemented a number of
initiatives to return to profitability, increase liquidity and compete in a
changing marketplace. These include:
o Reducing product costs;
o Reducing operating costs;
o Reducing inventory levels
o Restructuring debt;
o Rationalizing underperforming assets; and
o Reducing employee benefits
o Amendment of the Company's credit agreement providing less restrictive
financial covenants, consenting to the sale of certain non-core
assets, and authorizing the release of certain proceeds from the
assets sold subsequent to year-end (see Note 18).
Additionally, certain members of the executive management team have taken a
reduction in compensation to assist the Company's return to profitability.
Therefore, as a result of the actions taken during the fiscal year ended January
29, 2005 and subsequent to the balance sheet date, the Company's Independent
Registered Public Accounting Firm has excluded the "Going Concern" explanatory
paragraph from their report dated April 14, 2005 that was previously included
in the Independent Registered Public Accounting Firm's report, dated April 30,
2004, for the prior fiscal year ended January 31, 2004.
Reducing product costs
The Company continues to reduce product costs by closing facilities with high
operating costs and outsourcing product lines to low cost producers.
On September 9, 2004, the Company announced the closing of the Sherrill, NY
flatware manufacturing facility. The Company has experienced unfavorable
manufacturing variances (which are a cost accounting measurement that are
reflected as period costs in the cost of goods sold section of the statement
of operations) of $19,926 during the year ended January 29, 2005 from the
facility as a result of unsustainably high operating costs. On March 22, 2005,
the Company sold certain factory buildings located in Sherrill, NY and
associated materials and supplies to Sherrill Manufacturing, Inc. The Oneida
name and all other active Oneida trademarks and logos remain the property of the
Company. Sherrill Manufacturing, Inc. is an independent supplier to the Company
The Buffalo, NY factory buildings and associated materials and supplies were
sold to Niagara Ceramics Corporation on March 12, 2004. The Company experienced
unfavorable manufacturing variances and previously announced the closing of the
Buffalo, NY manufacturing facility in 2003.
14
During 2003, the Company announced the closing of two manufacturing facilities
in Mexico, a facility in Italy and a facility in China. The facilities were
closed during the fourth quarter of the year ending January 31, 2004 or the
first quarter of the ending January 29, 2005.
The proceeds generated from these sales were used to reduce the Company's debt.
The products previously manufactured by these facilities have been outsourced to
lower cost producers.
Reducing operating costs and inventory levels
In an effort to increase liquidity, the Company has reduced gross inventory
levels by $24,094 since January 31, 2004. As a result of the reduced inventory
levels, the Company was able to reduce warehouse requirements and distribution
expense. During 2003, the Company announced the closing of the Niagara Falls,
Canada warehousing facility. The facility was sold during July, 2004.
Furthermore, during the third quarter of fiscal 2005 the Company closed the
Nashville, Tennessee warehouse and is no longer utilizing a warehousing service
provider located in Piedmont, North Carolina.
On November 18, 2004 the Company announced a licensing agreement with the Anchor
Hocking Company, a leading glassware company. Under the agreement, approximately
$2.0 million of existing glassware inventory was sold to Anchor Hocking.
Additionally, the Company licensed the "Oneida" name and receives licensing fees
based on sales levels. The agreement allows the Company to reduce working
capital requirements and provides a business partnership with an industry leader
in glassware.
On April 12, 2005, the Company announced the closure of the warehouse facility
located in Buffalo, NY. The inventory previously warehoused in Buffalo, NY will
be warehoused in the Company's existing facilities.
Restructuring debt
In order to provide additional liquidity necessary to continue the Company's
operating initiatives, a comprehensive restructuring of the existing
indebtedness with its lenders, along with new covenants based upon current
financial projections was completed during the third quarter of fiscal 2005.
The restructuring included the conversion of $30 million of principal amount of
debt into an issuance of a total of 29.85 million shares of the common stock of
the Company to the individual members of the lender group or their respective
nominees. The common shares were issued in blocks proportionate to the amount of
debt held by each lender. As of August 9, 2004 these shares of common stock
represented approximately 62% of the outstanding shares of common stock of the
Company. In addition to the debt to equity conversion, the Company received a
new $30 million revolving credit facility from the lenders and restructured the
balance of the existing indebtedness into a Tranche A loan of $125 Million and a
Tranche B loan of approximately $80 million. All the restructured bank debt is
secured by a first priority lien over substantially all of the Company and its
domestic subsidiaries' assets. The Tranche A loan will mature in three years and
require amortization of principal based on available cash flow and fixed
amortization of $1,500 per quarter beginning in the third year. Interest on the
Tranche A loan will accrue at LIBOR (London Inter Bank Offered Rate) plus
6%-8.25% depending on the leverage ratio. The Tranche B loan will mature in
3 1/2 years with no required amortization. Interest on the Tranche B loan will
accrue at LIBOR plus 13% with a maximum interest rate of 17%. The Tranche B loan
has a Payment in Kind (PIK) option that permits for the compounding of the
interest in lieu of payment. The debt and equity restructuring constituted a
change in control of the Company. There are several employee benefit plans that
have triggers if a change of control occurs. These effected plans were amended
to allow the debt and equity transaction without triggering the change in
control provision. In addition, the Shareholder Rights Plan was terminated.
The restructured debt agreement has several covenants including maximum total
leverage ratio, cash interest coverage ratio, total interest coverage ratio, and
consolidated minimum Earnings Before Interest, Taxes, Depreciation, Amortization
and Restructuring Expenses (EBITDAR). The Company was in compliance with its
covenants as of January 29, 2005, but anticipated violating the covenants at the
end of the second quarter of the fiscal year ending January 28, 2006. As a
result, in March 2005 the Company began discussing amendments to those covenants
with its lenders. On April 7, 2005, the Company's lending syndicate approved an
amendment to the Company's credit agreement providing less restrictive financial
covenants (beginning with the first quarter of the fiscal year ending January
2006), consenting to the sale of certain non-core assets, and authorizing the
release of certain proceeds from the assets sold. The revised financial
covenants extend through the fiscal year ending January 2007. Therefore, as a
result of the amendment to the credit agreement described above and the
additional actions taken by the Company during the fiscal year ended January 29,
2005 and subsequent to the balance sheet date, the Company's Independent
Registered Public Accounting Firm has excluded the "Going Concern" explanatory
paragraph from their report dated April 14, 2005 that was previously included in
the Independent Registered Public Accounting Firm's report, dated April 30,
2004, for the prior fiscal year ended January 31, 2004.
Rationalizing underperforming assets
The Company conducted a rationalization of underperforming assets during the
fiscal year ended January 29, 2005.
On August 28, 2004 the Company completed the sale of substantially all of the
assets of its Encore Promotions Inc. subsidiary and has entered into a licensing
agreement with the buyer. The sale reduced inventory by approximately
15
$12,300. The proceeds from the sale reduced debt and the licensing agreement
provides an avenue to offer Oneida-branded products under the licensing
agreement to the supermarket industry.
During fiscal 2005, the Company closed 17 unprofitable Oneida Home stores. An
additional five unprofitable Oneida Home Stores are currently scheduled to be
closed during the quarter ending April 30, 2005.
Reducing employee benefits
In order to improve liquidity and increase operating profits, the Company
significantly reduced employee benefits. During the quarter ended May 1, 2004,
the Company froze the Retirement Plan for the Employees of Oneida Ltd., and the
Retirement Income Plan for Employees of Buffalo China, Inc. and terminated
medical and drug benefits under the Oneida Ltd Retiree Group Medical Plan.
During the second quarter ended July 31, 2004, the Company terminated the Long
Term Disability Plan, the Oneida Limited Security Plan, and froze the
Supplemental Executive Retirement Plan. The Company did not issue purchase
options under the Employee Stock Purchase Plan and the 2002 Executive Stock
Option Plan. Additionally the Company increased the co-pays and deductibles
associated with the Oneida Sterling Health Plan.
In order to conserve cash flow, the Company is attempting to defer approximately
$7,811 of required contributions to the Retirement Plan for the Employees of
Oneida, Ltd. during 2005 by obtaining a waiver from the Internal Revenue
Service.
In summary, the Company believes these initiatives will enhance profitability
and increase liquidity. If the Company is unable to achieve its operating and
strategic objectives, the Company may need to raise additional capital, obtain
further covenant waivers or credit agreement amendments from its lenders or seek
additional investors. There can be no assurance that the Company will be
successful in any or all of these endeavors, and failure may affect the
Company's ability to continue to operate its business.
For the twelve Months Ended
------------------------------------------------------
January 29, 2005 January 31, 2004 January 25, 2003
---------------- ---------------- ----------------
Net Sales:
Foodservice.......... $183,056 $193,326 $201,393
Consumer............. 147,435 175,250 202,638
International........ 84,545 84,399 87,844
Total............. 415,036 452,975 491,875
Gross Margin............ 91,881 103,594 155,217
% Net Sales.......... 22.1% 22.9% 31.6%
Operating Expenses...... 176,878 160,472 129,864
% Net Sales.......... 42.6% 35.4% 26.4%
Fiscal year ended January 2005 compared with fiscal year ended January 2004
(Thousands of dollars, except per share data)
Results of Operations
Consolidated net sales for the twelve months ended January 29, 2005 decreased
$37,939 (8.4%) as compared to the same period in the prior year.
Foodservice
Net sales of Foodservice products decreased by $10,270 (5.3%) over the same
period in the prior year. The financial uncertainty surrounding the Company
during the first six months of the current operating year resulted in certain
chain restaurants purchasing higher quantities in the first quarter as a hedge
against potential product flow disruptions. In addition, this also resulted in
certain customers opting to dual source. The dual sourcing contributed
16
to reduced sales in the third and fourth quarters. Temporary product shortages
incurred during the first three quarters of the year added to the decline in
sales as compared to the prior year.
Consumer
Net sales of Consumer products decreased by $27,815 (15.9%) over the same period
in the prior year. On August 28, 2004, substantially all of the assets of the
Encore Promotions subsidiary were sold and the Company entered into a licensing
agreement with the buyer. Encore accounted for $12,318 of sales in the current
year compared with $26,305 in the prior year, resulting in a year-over-year
reduction of $13,987. In addition, during the current operating year, 17
unprofitable Oneida Home Stores were closed. The closed Oneida Home Stores
contributed sales of $6,305 in the year ended January 29, 2005 compared to
$7,752 for the year ended January 31, 2004. Overall, the table-top retail
industry demand has decreased in the year resulting in reduced sales. Also
contributing to the reduced sales were temporary shortages in certain product
lines, precipitated by delivery issues and late shipments from certain foreign
vendors.
International
Net sales from the International division were comparable to the same period in
the prior year. A decrease attributed to reduced volume in the European and
Latin American markets was offset by increased volume in the Australian market.
The positive impact of foreign exchange translation was $745.
Gross Margins
Gross margin for the year ended January 29, 2005 was $91,881 (or 22.1% as a
percentage of net sales), as compared to $103,594 (22.9%) for the same period in
the prior year. The majority of the gross margin decline was attributed to the
$36,976 reduction in revenues from the prior year and unfavorable product mix
experienced by the Foodservice and Consumer segments. Offsetting this adverse
margin effect was the favorable impact resulting from the closure of the
aforementioned manufacturing facilities and outsourcing of production, which
partially eliminated unfavorable variances and increased margins by
approximately $15,851. Finally, gross margins were also unfavorably impacted
by a $7,105 increase in inventory write-downs during the fiscal year ended
January 29, 2005. In 2005 and 2004 (and first quarter of the 2006 fiscal year),
the Company has taken actions to redirect its manufacturing platform from a
combination manufacturing and outsourcing model to a supplier of products
wholly sourced from third party manufacturers. This transition was taken to help
increase the Company's gross margins. The future gross margins will not be
materially affected by negative variances through the manufacturing process.
Operating Expenses
Consolidated operating expenses for the year ended January 29, 2005 were
$176,878, compared to $160,472 for the same period in the prior year. The
majority of the net $16,406 increase in expense is attributed to a $37,246
increase in impairment losses, partially mitigated by reductions in distribution
costs of $4,505, reduction in selling expenses related to closures of $6,024,
increases in gain on disposal of fixed assets of $1,836, and reductions in
distribution costs and employee benefit related expenses of $1,803. The $37,246
increase in impairment loss during the fiscal year ended January 29, 2005 is
attributed to the following:
o Impairment loss on depreciable assets for the Sherrill, NY
manufacturing facility and Buffalo, NY distribution facility, were
recorded in the amount of $37,314 for the year ended January 29, 2005.
The prior year's impairment charges of $18,604 related to the Buffalo,
NY manufacturing facility, discontinuance of certain glass and crystal
lines, and Oneida Home Store closures. See Note 3 for further details
regarding impairment charges.
o Impairment loss on intangible assets of $19,836 during the current
year is attributed to the combination of the current year goodwill
impairment at the United Kingdom operation of $15,509 and the
write-down of barter credits of $4,327.
Other Income and Expense
Other Income was $66,550 for the year ended January 29, 2005, compared to $2,654
for the year ended January 31, 2004. This increase is primarily the result of a
decision by the Company to terminate the Oneida Ltd. Retiree Group
17
Medical Plan, the Long Term Disability and the Oneida Limited Security Plans.
The plan terminations resulted in a one-time benefit of $65,684.
Other Expense was $7,190 for the year ended January 29, 2005 compared to $3,051
for the year ended January 31, 2004. This increase is primarily the result of a
decision by the Company to freeze benefit accruals for two of its retirement
plans and the Restoration Plan. The plan amendments resulted in plan curtailment
charges of $3,565. Additionally, the Company recorded a reserve for $1,400
associated with estimated environmental remediation costs for the year ended
January 29, 2005.
Interest Expense Including Amortization of Deferred Financing Costs
Interest expense, including amortization of deferred financing costs, increased
by $5,964 (35.8%) for the year ended January 29, 2005, versus the prior year,
primarily as a result of higher effective interest rates on the Company's
restructured debt. Also contributing to the increased expense is the
amortization of deferred financing costs associated with the restructured debt.
Income Tax Expense (Benefit)
The Company continues to provide a full valuation allowance against its net
deferred tax assets. The provision for income taxes as a percentage of loss
before income taxes was (5.91%) or $2,855, for the year ended January 29, 2005,
as compared to (34.16%), or $25,263, in the prior year. The provision for income
taxes for the current year is primarily comprised of foreign tax expense related
to foreign operations and domestic deferred tax liabilities recognized on
indefinite long-lived intangibles. The Company continues to provide a full
valuation allowance against its domestic net deferred tax assets and the net
deferred tax assets of the United Kingdom operation. The Company has not
recorded any tax benefits relative to losses incurred in the current year, since
it is more likely than not that the resulting asset would not be realized. The
Company will continue to maintain a valuation allowance until sufficient
evidence exists to support its reversal.
During the first quarter ended May 1, 2004, the Company recognized two
significant events that impact the current year taxes. The Company announced the
termination of the Oneida Ltd. Retiree Group Medical Plan, resulting in income
recognition of $61,973. The inclusion of this income in the current year
domestic tax calculation produced no tax expense since the deferred tax asset is
realized and the valuation allowance previously recognized against that asset
was reversed. Also, the Company amended two of its pension plans to freeze
benefit accruals and, as a result, recognized a charge of $2,577. The inclusion
of this charge in the current year domestic tax calculation produced no tax
benefit because a full valuation allowance is recorded against the deferred tax
asset resulting from this item.
The following table summarizes the Company's provision for income taxes and the
related effective tax rates:
For the Year Ended
-----------------------------------
January 29, 2005 January 31, 2004
---------------- ----------------
Income (loss) before income taxes... $(48,274) $(73,948)
Provision for income taxes.......... 2,855 25,263
Effective tax rate.................. (5.91%) (34.16%)
Fiscal year ended January 2004 compared with fiscal year ended January 2003
(Thousands of dollars, except per share data)
For the fiscal year ended January 31, 2004, the accompanying financial
statements have been prepared on a going concern basis which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business.
Results of Operations
Net Sales
Consolidated net sales for the twelve months ended January 31, 2004 decreased
$38,900 from the same period last year, reflecting continuing softness in the
overall economy. The decrease in net sales was volume driven while pricing
remained relatively flat. Sales of Consumer products decreased by $27,388 or
13.5% over the same period last year and Foodservice sales decreased by $8,067
or 4.0%. Additionally, International net sales decreased $3,445 or 3.9% over the
same period last year, primarily as a result in decreased volume. This was
mainly attributable to the economic climate as consumer confidence remained
uncertain all year. During the fourth quarter, order volumes
18
increased. The increase in order levels resulted in short term product
shortages, reduced shipments and sales volumes.
Gross Margins
Consolidated gross margin was $103,594 or 22.9% in 2004, as compared to $155,217
or 31.6% in the prior year. Current year's lower net sales resulted in the
manufacturing plants operating at lower volumes generating inefficiencies and
increased costs. Additional unfavorable manufacturing variances were caused by
labor inefficiencies at the facilities that were identified for closure. Also
contributing to the decrease in gross margin was a trend towards less expensive,
lower margin sourced product. In conjunction with the Company's focus on
reducing warehousing costs and inventory levels, an inventory charge of $13,904
was recorded to adjust certain inventory to its expected realizable value. The
identified inventory will be aggressively marketed through non traditional
channels and liquidators. The sale of the Buffalo China factory resulted in a
$2,651 inventory write down. Additionally, LIFO liquidations reduced cost of
sales by $2,804 and $225 in fiscal 2004 and 2003, respectively.
Operating Expenses
Consolidated operating expenses increased by $30,608 or 23.6%, for the
twelve-month period ended January 31, 2004. The increase is primarily
attributable to restructuring charges of $9,001 and impairment charges of
$19,904. The Company incurred $3,100 in costs during the fourth quarter
investigating the various debt and equity alternatives available to the Company.
Other Income and Expense
Other income decreased by $5,666 from the same period last year. In fiscal year
ended January 2003, the Company had other income of $3,000 generated from
insurance proceeds for recovery of legal costs incurred in connection with a
fiscal 2000 unsolicited takeover attempt, along with $1,300 gain on the sale of
marketable securities.
Interest Expense Including Amortization of Deferred Financing Costs
In 2004 interest and deferred financing costs decreased to $16,673 from $17,061
in the prior year. This decrease is due to significantly lower average
borrowings throughout the year, and lower prevailing interest rates, the most
significantly of which was the decrease in the weighted average rate of
short-term debt from 4.6% in 2003 to 4.2% in 2004.
Income Tax Expense (Benefit)
Primarily as a result of restructuring costs, and recognition of additional
minimum pension liabilities, the Company recorded non-cash charges to continuing
operations and other comprehensive loss of $49,033 and $5,067, respectively, to
establish a valuation allowance against net deferred tax assets of $44,277 (the
Company is required to exclude deferred tax liabilities relative to indefinite
long-lived intangibles from the calculation). The charges were calculated in
accordance with the provisions of Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" (SFAS 109) which requires an assessment
of both positive and negative evidence when measuring the need for a valuation
allowance. Evidence, such as operating results during the most recent three-year
period, is given more weight when due to our current lack of profit visibility,
there is a greater degree of uncertainty that the level of future profitability
needed to record the deferred tax assets will be achieved. The Company's results
over the most recent three-year period were heavily affected by our recent
business restructuring activities. The Company's cumulative loss in the most
recent three-year period, represented sufficient negative evidence to require a
valuation allowance under the provisions of SFAS 109. The Company intends to
maintain a valuation allowance until sufficient positive evidence exists to
support its reversal.
During the year ended January 31, 2004, the Company provided $5,123 of deferred
tax expense on $13,845 of retained earnings of certain international
subsidiaries. The charge was recorded in accordance with the provisions of APB
23, "Accounting for Income Taxes - Special Areas". An income tax provision had
not been recorded previously as it was determined that these earnings would be
reinvested in properties and plants and working capital. Restructuring
activities taking place in the year ended January 31, 2004 have changed that
determination. Deferred taxes on retained earnings of the remaining
international subsidiaries have not been recognized as the income is determined
to be permanently reinvested. During 2004, $4,667 of tax accruals were reversed
due to the resolution of prior year income tax audits.
19
The following table summarizes the provision for income taxes and the related
effective tax rates for the year ended.
January 31, 2004 January 25, 2003
---------------- ----------------
Income (Loss) before income taxes $(73,948) $11,541
Provision for income taxes 25,263 2,319
Effective tax rate (34.16%) 20.09%
The effective tax rate for the year was significantly more than the U.S.
statutory rate primarily due to the recognition of a deferred tax liability for
certain unrepatriated foreign earnings of $5,123 under APB 23, "Accounting for
Income Taxes - Special Areas," and the non-cash charge to continuing operations
of $49,033 to provide a full valuation allowance on our remaining net deferred
tax assets, exclusive of the current year deferred tax asset recorded as a
result of recognition of additional minimum pension liability. A valuation
allowance of $5,067 was recorded as a non-cash charge to other comprehensive
loss in the separate equity accounts and has no effect on the effective tax
rate. The effective tax rate for the year ended January 25, 2003 was lower than
the U.S. statutory rate primarily due to the resolution of prior year foreign
tax audits and the recognition of state tax loss carry forwards.
Restructuring
During the years ended January 29, 2005 and January 31, 2004, the Company
recorded restructuring income of $323 and restructuring expenses of $9,001,
respectively. Fiscal year ended January 2005's restructuring income is comprised
of $71 expense attributed to the Sherrill, NY factory closure (discussed below),
offset by the reversal of $394 of restructuring accruals established at January
31, 2004 for severance attributed to the closure and/or sale of the Buffalo, NY
and Shanghai, China manufacturing facilities.
On September 9, 2004 the Company announced that it was closing its Sherrill, NY
flatware factory because of unsustainably high operating costs that heavily
contributed to substantial losses within the company. The Company is continuing
to market the products primarily manufactured from this site using independent
suppliers. Under the restructuring, approximately 450 employees will be
terminated and termination benefits have been recognized in accordance with
Oneida Severance Pay Program. As of January 29, 2005, 61 of the approximately
450 employees were terminated. The Company recognized a charge of $71 in the
statement of Operations under the caption "Restructuring Expense" during the
year ended January 29, 2005. The Company has implemented a performance retention
plan where by employees earn incremental wages if certain weekly manufacturing
metrics are achieved. A portion of the incremental wages is paid weekly and the
remainder is paid upon employee termination. The employee must be terminated in
connection with the facility closure in order to receive the deferred portion of
the performance retention plan. The Company determined it will incur cash costs
of approximately $1,250 related to severance, incentive and retention payments
to affected factory employees Cash payments to date through January 29, 2005
were $848, and the remaining severance cost and incentive and retention
liability at year end were $331 and $71, respectively. On March 22, 2005, the
Company sold the Sherrill facility to Sherrill Manufacturing Inc.
As a result of the substantial manufacturing inefficiencies and negative
manufacturing variances, it was determined at the end of the third quarter of
fiscal year ending January 31, 2004 to close and sell the following factories:
Buffalo China dinnerware factory and decorating facility in Buffalo NY;
dinnerware factory in Juarez, Mexico; flatware factory in Toluca, Mexico;
hollowware factory in Shanghai China; and hollowware factory in Vercelli, Italy.
The Company continues to market the products primarily manufactured from these
sites, using independent suppliers. The Toluca, Mexico; Shanghai, China; and
Vercelli, Italy facilities closings were completed during the fourth quarter of
the year ended January 31, 2004. The Buffalo, NY factory buildings and
associated materials and supplies were sold to Niagara Ceramics Corporation on
March 12, 2004. The Buffalo China name and all other active Buffalo China
trademarks and logos remain the property of the Company. Niagara Ceramics is an
independent supplier to the Company. The Juarez Mexico factory sale was
completed on April 22, 2004, and the Toluca Mexico factory sale was completed on
June 2, 2004. The Niagara Falls, Canada warehouse sale was completed on July 12,
2004 and part of the Vercelli, Italy properties have been sold. The
restructuring plans are intended to reduce costs, increase the Company's
liquidity and better position the Company to compete under the current economic
conditions. In
20
connection with these facility closures and/or sales, the Company recognized a
charge of $9,001 in the Statement of Operations under the caption "Restructuring
(income) expense" in the year ended January 31, 2004.
Under the restructuring plan implemented at the end of the third quarter ended
October 25, 2003, approximately 1,150 employees had been identified for
termination. As of January 29, 2005, 1,085 of those terminations have occurred
and 65 employees have accepted employment with Niagara Ceramics who purchased
the manufacturing assets of Buffalo China. Termination benefits have been
recorded in accordance with contractual agreements or statutory regulations. At
January 31, 2004, the restructuring reserve accrual (for termination benefits
and other costs) was $7,400. Cash payments and adjustments to date through
January 29, 2005 under the restructuring were $6,502 and $445 respectively, and
the liability at the January 29, 2005 is $453.
Fixed Asset Impairments
In conjunction with the closures associated with the restructuring, the Company
performed an evaluation in accordance with Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment of Long Lived Assets" (FASB
144), to determine if the affected fixed assets were subject to a possible
impairment loss. Due to the cash flow being less than the book value, it was
determined that an impairment existed and, as a result, impairment charges of
$37,314 and $18,604 were recorded in the consolidated statements of operations
under the caption "Impairment loss on depreciable assets" for the years ended
January 29, 2005 and January 31, 2004, respectively. The $37,314 impairment loss
on depreciable assets for the current year is comprised of charges attributed to
the Sherrill, NY manufacturing facility and Buffalo, NY distribution facility of
$34,016 and $3,298, respectively.
The $18,604 impairment loss on depreciable assets recorded during the previous
year is comprised of charges attributed to the Buffalo, NY (Buffalo China)
manufacturing facility ($12,730), glass and crystal product lines ($4,300),
Oneida Home Stores ($1,044) and Shanghai, China facility ($530). The latter
three charges are described in more detail below.
In conjunction with the closures associated with the restructuring, the Company
performed an evaluation in accordance with the held for sale model for Buffalo
China and the held and used model for all other facilities of Statement of
Financial Accounting Standards No. 144, "accounting for the Impairment of long
Lived Assets" (FASB 144), to determine if the manufacturing fixed assets were
subject to a possible impairment loss. Due to the cash flow being less than the
book value, it was determined that an impairment loss existed and as a result,
the Company valued the assets at fair market value. An impairment charge of
$12,730 was identified and recorded as a charge in the consolidated statements
of operations under the caption "Impairment loss on depreciable assets" for the
year ended January 31, 2004.
In conjunction with the Company's effort to reduce SKUs and operate in a
profitable and cost efficient fashion, several glass and crystal product lines
have been discontinued. Additionally, domestic metalware production has been
reengineered under the lean manufacturing effort and certain patterns have been
outsourced to low cost producers. The Company performed a FASB 144 evaluation to
determine if the fixed assets associated with these product lines were subject
to a possible impairment loss. Due to the cash flows being less than the book
value of fixed assets, it was determined that an impairment loss existed. The
fixed assets are specific to these product lines and do not have a market and
therefore no market value, and as a result, an impairment charge of $4,300 was
identified. The charge is recorded in the consolidated statements of operations
under the caption "Impairment loss on depreciable assets" for year ended January
31, 2004.
As a result of the reduced operating results and negative cash flow associated
with the Oneida Home outlet stores (the "Stores"), the Company performed a FASB
144 evaluation to determine if the fixed assets were subject to a possible
impairment loss. Due to the negative cash flow it was determined that an
impairment loss existed. The impaired fixed assets are designed and manufactured
specifically for the Stores or are improvements made to leased facilities and,
as a result, they do not have a market or market value. An impairment charge of
$1,044 was identified, which was recorded as a charge in the consolidated
statements of operations under the caption "Impairment loss on depreciable
assets" for the year ended January 31, 2004.
21
The Company has land use rights in connection with its Shanghai operation. As a
result of the restructuring, the Company will shut down the Shanghai operation
and the land use rights are impaired. An impairment charge of $530 was
recognized and recorded as a charge in the consolidated statements of operations
under the caption "Impairment loss on depreciable assets" for the year ended
January 31, 2004.
Impairment of Other Assets
As a result of the reduced use of barter credits, it became apparent that it is
probable that the Company will not use all of its remaining barter credits. The
Company performed an evaluation in accordance with Statement of Financial
Accounting Standards No. 144, to determine if the barter credits were subject to
a possible impairment loss. Due to the cash flow being less than the book value,
it was determined that an impairment loss existed and as a result, a impairment
charge of $3,990 was recorded as a charge in the consolidated statements of
operations under the caption "Impairment loss on intangible assets" for the year
ended January 29, 2005.
Goodwill Impairment
During fiscal years 2005 and 2004, the Company determined that goodwill
impairments existed at its UK operation as determined under the provisions of
Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets" (FASB 142). Under FASB 142 goodwill is tested under a two
step approach. The first step requires the determination of the fair value of
the reporting unit compared to the book value of that reporting unit. If the
book value exceeds the fair value, a second step impairment test is required to
measure the amount of impairment. The results of the impairment test performed
as part of the Company's annual impairment analysis resulted in an impairment
charge of goodwill in the United Kingdom operations (International operating
segment) and domestic operations of $15,509 and $337, respectively, for the year
ended January 29, 2005. The impairment charge was $1,300 for the year ended
January 31, 2004. The methodologies used to estimate fair value includes the use
of estimates and assumptions, including projected revenues, earnings and cash
flows. The charge is recorded in the statement of operations under the caption
"Impairment loss on intangible assets".
Liquidity & Financial resources
Cash used in operating activities was $32,964 for the year ended January 29,
2005, compared to cash provided of $13,104 from the same period in the prior
year. Increased operating losses and negative working capital changes primarily
occurring during the first three quarters of the year resulted in the
unfavorable cash flow in the current year. Excluding the impact of the employee
benefit modifications of $1,803, accounts payable and accrued expenses have
decreased by $13,465 since January 31, 2004. The financial uncertainty
surrounding the Company resulted in certain vendors requiring shorter payment
cycles. The Company anticipates returning to traditional payment terms as its
financial strength improves. Also contributing to the unfavorable cash flow in
fiscal 2005 were professional fees paid for the restructuring of the Company's
debt and operational restructuring activities ($7,083), offset by inventory
reductions ($14,311), reduced trade accounts receivable balances ($7,500) and
reduced other current assets ($2,386). The net cash provided by operating
activities for the year ended January 31, 2004 ($13,104) was primarily due to
positive changes in working capital of $46,259, of which the largest components
were inventory and accounts receivable. This increase in working capital was
partially offset by the negative results of operations and non-cash adjustments
for depreciation expense, impairment charges and deferred taxes.
Cash flow generated from investing activities was $10,155 for the year ending
January 29, 2005, compared to cash used of $1,667 for the prior year. During the
fiscal 2005, the Company sold the Buffalo, New York, manufacturing facility, the
facilities in Mexico, the Canadian facility and part of the Italian facility.
These sales generated cash of $13,778, which was used to reduce debt. During
fiscal 2004, the Company received cash of $3,456 from the sales of properties
and equipment. Capital expenditures were $3,623 and $5,123 for the years ending
January 29, 2005 and January 31, 2004, respectively. The reduction in capital
spending is the result of the Company efforts to improve earnings by closing
unproductive manufacturing facilities and outsourcing production to less
expensive producers.
Net cash generated by financing activities was $15,012 for the year ending
January 29, 2005 versus net cash used of $4,219 for the year ending January 31,
2004. During fiscal 2005, the Company increased its outstanding balance on the
revolving credit facility to fund operations and working capital needs.
22
On August 9, 2004 the Company completed the comprehensive restructuring of the
existing indebtedness with its lenders, along with new covenants based upon
current projections. The restructuring included the conversion of $30 million of
principal amount of debt into an issuance of a total of 29.85 million shares of
the common stock of the Company to the individual members of the lender group or
their respective nominees. The common shares were issued in blocks proportionate
to the amount of debt held by each lender. As of August 9, 2004 these shares of
common stock represented approximately 62% of the outstanding shares of common
stock of the Company. In addition to the debt to equity conversion, the Company
received a new $30 million revolving credit facility from the lenders and
restructured the balance of the existing indebtedness into a Tranche A loan of
$125 Million and a Tranche B loan of approximately $80 million. All the
restructured bank debt is secured by a first priority lien over substantially
all of the Company's and its domestic subsidiaries' assets. The Tranche A loan
will mature in three years and require amortization of principal based on
available cash flow and fixed amortization of $1,500 per quarter beginning in
the third year. Interest on the Tranche A loan will accrue at LIBOR (London
Inter Bank Offered Rate) plus 6%-8.25% depending on the leverage ratio. The
Tranche B loan will mature in 3 1/2 years with no required amortization.
Interest on the Tranche B loan will accrue at LIBOR plus 13% with a maximum
interest rate of 17%. The Tranche B loan has a Payment in Kind (PIK) option that
permits for the compounding of the interest in lieu of payment. The debt and
equity restructuring constituted a change in control of the Company. There are
several employee benefit plans that have triggers if a change of control occurs.
The appropriate plans were amended to allow the debt and equity transaction
without triggering the change in control provision. In addition, the Shareholder
Rights Plan was terminated.
The restructured debt agreement has several covenants including maximum total
leverage ratio, cash interest coverage ratio, total interest coverage ratio, and
consolidated minimum Earnings Before Interest, Taxes, Depreciation, Amortization
and Restructuring Expenses (EBITDAR). The Company was in compliance with its
covenants as of January 29, 2005, but anticipated violating the covenants at
the end of the second quarter of the fiscal year ending January 28, 2006. As
a result, in March 2005 the Company began discussing amendments to those
covenants with its lenders. On April 7, 2005, the Company's lending syndicate
approved an amendment to the Company's credit agreement providing less
restrictive financial covenants (beginning with the first quarter of the
fiscal year ending January 2006), consenting to the sale of certain non-core
assets, and authorizing the release of certain proceeds from the assets sold.
The revised financial covenants extend through the fiscal year ending January
2007. Therefore, as a result of the amendment to the credit agreement described
above and the additional actions taken by the Company during the fiscal year
ended January 29, 2005 and subsequent to the balance sheet date, the Company's
Independent Registered Public Accounting Firm has excluded the "Going Concern"
explanatory paragraph from their report dated April 14, 2005 that was previously
included in the Independent Registered Public Accounting Firm's report, dated
April 30, 2004, for the prior fiscal year ended January 31, 2004.
Working capital was $87,488 as of January 29, 2005 as compared to ($89,751) at
January 31, 2004. The negative working capital at January 31, 2004 was primarily
caused by the classification of the revolving credit and note agreements as
current liabilities. Upon restructuring of the Company's indebtedness on
August 9, 2004, the non-current portion of the Company's debt was reclassified
as a long-term liability. The non-current portion of the Company's debt remains
classified as a long-term liability on the January 29, 2005 consolidated balance
sheet.
Subsequent to year end, the Company filed a request with the Internal Revenue
Service seeking permission to waive the remaining minimum funding requirement
for 2005 of $7,811. Assuming the waiver is granted, the Company expects to
contribute cash contributions of $9,856 to its U.S. pension plans through 2006.
If the waiver is not approved, the Company would contribute the $7,811 related
to the prior year in addition to the $9,856 for 2006.
During 2005, the Pension Benefit Guarantee Corporation perfected their lien on
Company assets as a result of non payment of scheduled contributions. The
Company received a covenant waiver from the lenders. There was no compensation
paid for the waiver.
Payments Due by Period
------------------------------------------------------------
Less than
Contractual Cash Obligations Total 1 year 1-3 years 4-5 years After 5 years
---------------------------- -------- --------- --------- --------- -------------
Short Term Debt $ 9,577 $ 9,577 $ -- $ -- $ --
Current Portion Long-Term Debt 2,572 2,572
Long-Term Debt 204,344 204,310 34
Lease Commitments 17,928 5,419 8,887 1,173 2,449
Purchase Commitments 56,600 17,898 36,593 2,109
Interest(1) 62,174 27,691 34,482 1
Pension Funding 41,922 17,667 21,032 2,974 249
Total Cash Obligations $395,117 $80,824 $305,304 $6,291 $2,698
(1) Assumes the Company pays all Tranche B interest in cash, and does not
exercise its Payments In Kind (PIK) option that permits the compounding
of interest in lieu of payment.
23
Accounting Pronouncements
In January 2003, the FASB issued Interpretation No. 46 (FIN 46), Consolidation
of Variable Interest Entities, an Interpretation of Accounting Research Bulletin
No. 51. The objective of this interpretation is to provide guidance on how to
identify a variable interest entity ("VIE") and requires the VIE to be
consolidated by its primary beneficiary. The primary beneficiary is the party
that absorbs a majority of the VIE's expected losses and/or receives a majority
of the entity's expected residual returns, if they occur. In December 2003, the
FASB issued FIN 46(R) ("Revised Interpretations") delaying the effective date
for certain entities created before February 1, 2003 and making other amendments
to clarify the application of the guidance. In adopting FIN 46(R) the Company
has evaluated its variable interests to determine whether they are in fact VIE's
and secondarily whether the Company was the primary beneficiary of the VIE. This
evaluation resulted a determination that the Company has a VIE, whereby the
Company guarantees minimum purchases. The Company has determined that it is not
the primary beneficiary of the VIE. See Note 8 for additional information. The
adoption of this interpretation did not have a material effect on the Company's
financial statements.
In December of 2003, the FASB issued a revised SFAS No. 132 "Employers'
Disclosures about Pensions and Other Postretirement Benefits". The statement
revises employers' disclosures about pension plans and other postretirement
benefit plans, but it does not change the measurement or recognition of those
plans. The revised SFAS No. 132 requires additional disclosures to those in the
original SFAS 132 about the assets, obligations, cash flows, and net periodic
benefit cost of defined pension plans and other defined benefit postretirement
plans. The statement also increases quarterly pension plan and postretirement
benefit plan disclosure requirements. Revised SFAS No. 132 domestic plan
disclosure requirements are effective for financial statements with fiscal years
ending after December 15, 2003. However, disclosure of information about foreign
plans required by the Statement is effective for fiscal years ending after June
15, 2004. The Company adopted this statement in December of 2003 and there was
no impact to the financial position and results of operations of the Company as
a result of the adoption. See Note 11 for the disclosures required by this
pronouncement.
In October 2004, the FASB issued EITF 04-10, "Determining Whether to Aggregate
Operating Segments That Do Not Meet the Quantitative Thresholds." The consensus
addresses the issue of how an enterprise should evaluate the aggregation
criteria in paragraph 17 of SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information," when determining whether operating segments
that do not meet the quantitative thresholds may be aggregated. The effective
date of this issue has been delayed and is anticipated to occur in 2005 to
coincide with the final issuance of the FSP (FASB Staff Position), which will
provide guidance in determining whether two or more operating segments have
similar economic characteristics. However, earlier adoption is permitted. The
application of this guidance is not expected to have a material effect on our
financial position or results of operations.
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4," which clarifies the types of costs that should be
expensed rather than capitalized as inventory. This statement also clarifies the
circumstances under which fixed overhead costs associated with operating
facilities involved in inventory processing should be capitalized. The
provisions of SFAS No. 151 are effective for fiscal years beginning after June
15, 2005 and the Company will adopt this standard in fiscal 2006. The Company
has not determined the impact, if any, that this statement will have on its
consolidated financial position or results of operations.
In November 2004, the FASB issued Emerging Issues Task Force ("EITF") 03-13,
"Applying the Conditions in Paragraph 42 of SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report
Discontinued Operations." This guidance is applied to a component of an
enterprise that is either disposed of or classified as "held for sale" in fiscal
periods after December 15, 2004. The application of this guidance is not
expected to have a material effect on our financial position or results of
operations.
In November 2004, the FASB issued EITF 04-8, "The Effect of Contingently
Convertible Instruments on Diluted Earnings per Share," which is effective for
reporting periods ending after December 15, 2004. This consensus addresses when
contingently convertible instruments should be included in diluted earnings per
share. The application of this guidance is not expected to have a material
effect on our financial position or results of operations.
24
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets--An Amendment of APB Opinion No. 29, Accounting for Non-monetary
Transactions" ("SFAS 153"). SFAS 153 eliminates the exception from fair value
measurement for non-monetary exchanges of similar productive assets in paragraph
21(b) of APB Opinion No. 29, "Accounting for Non-monetary Transactions," and
replaces it with an exception for exchanges that do not have commercial
substance. SFAS 153 specifies that a non-monetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. SFAS 153 is effective for the fiscal
periods beginning after June 15, 2005 and is required to be adopted by the
Company in the first quarter of fiscal 2006, beginning on January 30, 2005. The
Company is currently evaluating the effect that the adoption of SFAS 153 will
have on its consolidated results of operations and financial condition but does
not expect it to have a material impact.
In December 2004, the FASB issued SFAS 123R, "Share-Based Payment." This
statement is a revision of SFAS 123, "Accounting for Stock-Based Compensation"
and supersedes APB 25, "Accounting for Stock Issued to Employees," and is
effective as of the beginning of the first interim or annual reporting period
that begins after December 15, 2005. SFAS 123R establishes standards on
accounting for transactions in which an entity obtains employee services in
share-based payment transactions. This statement requires measurement of the
cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award, which is usually the vesting period. SFAS
123R also addresses transactions in which an entity incurs liabilities in
exchange for goods or services that are based on the fair value of the entity's
equity instruments or that may be settled by the issuance of those equity
instruments. The adoption of this statement is not expected to have a material
effect on our financial position or results of operations.
ITEM 7A QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.
Quantitative and Qualitative Disclosures About Market Risk
The Company's market risk is impacted by changes in interest rates and foreign
currency exchange rates. The Company's United Kingdom subsidiary periodically
enters into forward exchange contracts in order to hedge its exposure to foreign
exchange risk.
The company's primary market risk is interest rate exposure in the United
States. Historically, the company manages interest rate exposure through a mix
of fixed and floating rate debt. The majority of the company's debt is currently
at floating rates. Based on floating rate borrowings outstanding at January 29,
2005, a 1% change in the rate would result in a corresponding change in interest
expense of $2.2 million.
The Company has foreign exchange exposure related to its foreign operations in
Mexico, Canada, Italy, Australia, the United Kingdom and China. See Note 16 of
Notes to Consolidated Financial Statements for details on the Company's foreign
operations. Translation adjustments recorded in the statement of operations were
not of a material nature. See Foreign Currency Translation in Note 1 of Notes to
Consolidated Financial Statements for further discussion.
25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Index to Financial Statements and Supplementary Data
Page
-----
Report of Independent Registered Public Accounting Firms................ 27-28
Consolidated Statements of Operations: years ended January 2005, 2004
and 2003............................................................. 29
Consolidated Balance Sheets: January 29, 2005 and January 31, 2004...... 30
Consolidated Statements of Changes in Stockholders' Equity (deficit):
years ended January 2005, 2004 and 2003.............................. 31
Consolidated Statements of Comprehensive (Loss) Income: years ended
January 2005, 2004 and 2003.......................................... 32
Consolidated Statements of Cash Flows: years ended January 2005, 2004
and 2003............................................................. 33
Notes to Consolidated Financial Statements.............................. 34-62
Schedule of Valuation and Qualifying Accounts for the years ended
January 2005, 2004 and 2003, respectively............................ 85
26
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Oneida Ltd.
Oneida, New York
We have audited the accompanying consolidated balance sheet of Oneida Ltd. and
subsidiaries as of January 29, 2005 and the related consolidated statements of
operations, comprehensive (loss) income, stockholders' equity (deficit), and
cash flows for the year then ended. We have also audited the schedule listed in
the accompanying index for the year ended January 29, 2005. These financial
statements and schedule 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (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 audit provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Oneida Ltd. and
subsidiaries at January 29, 2005, and the results of their operations and their
cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.
Also, in our opinion, the schedule II presents fairly, in all material respects
the information set forth therein.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Oneida Ltd.'s
internal control over financial reporting as of January 29, 2005 based on
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our
report dated April 14, 2005 expressed an unqualified opinion thereon.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
New York, New York
April 14, 2005
27
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Oneida Ltd.
In our opinion, the consolidated balance sheet as of January 31, 2004 and the
related consolidated statements of operations, of changes in stockholders'
equity (deficit), of comprehensive (loss) income and of cash flows for the
years ended January 31, 2004 and January 25, 2003 present fairly, in all
material respects, the financial position of Oneida Ltd. and its subsidiaries
at January 31, 2004, and the results of their operations and their cash flows
for the years ended January 31, 2004 and January 25, 2003 in conformity with
accounting principles generally accepted in the United States of America.
In addition, in our opinion, the financial statement schedule II, valuation
and qualifying accounts, for the years ended January 31, 2004 and January 25,
2003, presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedule are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements in
accordance with the standards of the Public Company Accounting Oversight Board
(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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As described in Note 2(b), the
Company has suffered significant losses and is in violation of its debt
covenants. These matters raise substantial doubt about the Company's ability to
continue as a going concern. Management plans in regard to this uncertainty are
described in Note 2(b). The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ PRICEWATERHOUSECOOPERS, LLP
PricewaterhouseCoopers LLP
Syracuse, New York
April 30, 2004
28
ONEIDA LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars, except per share data)
Years ended
January 29, January 31, January 25,
2005 2004 2003
----------- ----------- -----------
Revenues:
Net sales ................................................ $415,036 $452,975 $491,875
License fees ............................................. 2,429 1,466 1,378
-------- -------- --------
Total Revenues .............................................. 417,465 454,441 493,253
-------- -------- --------
Cost of sales ............................................... 325,584 350,847 338,036
-------- -------- --------
Gross margin ................................................ 91,881 103,594 155,217
Operating expenses:
Selling, distribution and administrative expense ...... 124,624 134,304 129,809
Restructuring (income) expense (Note 3) ............... (323) 9,001 --
Impairment loss on depreciable assets (Note 3) ........ 37,314 18,604 --
Impairment loss on intangible assets (Note 3) ......... 19,836 1,300 --
(Gain) loss on the disposal of fixed assets ........... (4,573) (2,737) 55
-------- -------- --------
Total .............................................. 176,878 160,472 129,864
-------- -------- --------
Other income (Note 14) ...................................... (66,550) (2,654) (8,320)
Other expense (Note 14) ..................................... 7,190 3,051 5,071
Interest expense and amortization of deferred financing
costs .................................................... 22,637 16,673 17,061
-------- -------- --------
(Loss) income before income taxes ........................... (48,274) (73,948) 11,541
Provision for income taxes (Note 4) ......................... 2,855 25,263 2,319
-------- -------- --------
Net (loss) income ........................................... $(51,129) $(99,211) $ 9,222
======== ======== ========
Preferred stock dividends ................................... (129) (129) (129)
Net (loss) income available to common stockholders .......... $(51,258) $(99,340) $ 9,093
(Loss) earnings per share of common stock
Net income:
Basic ........................................... $ (1.68) $ (5.98) $ .55
Diluted ......................................... (1.68) (5.98) .55
See notes to consolidated financial statements.
29
ONEIDA LTD.
CONSOLIDATED BALANCE SHEETS
(Thousand of Dollars except per share data)
January 29, January 31,
2005 2004
----------- -----------
ASSETS
Current assets:
Cash ........................................................ $ 2,064 $ 9,886
Trade accounts receivables, less allowance for doubtful
accounts of $3,483 and $2,961, respectively (Note 5) ..... 53,226 58,456
Other accounts and notes receivable ......................... 1,398 1,890
Inventories, net of reserves of $22,405 and $14,002,
respectively (Note 6) .................................... 106,951 139,448
Other current assets ........................................ 3,789 5,361
-------- --------
Total current assets ..................................... 167,428 215,041
Property, plant and equipment, net (Note 7) .................... 23,149 73,675
Assets held for sale ........................................... 1,263 3,199
Goodwill ....................................................... 121,103 136,118
Other assets ................................................... 15,869 13,468
-------- --------
Total assets ............................................. $328,812 $441,501
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Short-term debt (Note 9) .................................... $ 9,577 $ 7,654
Accounts payable ............................................ 14,735 21,231
Accrued liabilities (Note 10) ............................... 33,651 34,289
Accrued restructuring (Note 3) .............................. 524 7,400
Accrued pension liabilities (Note 10) ....................... 17,667 11,004
Deferred income taxes (Note 4) .............................. 1,214 --
Long term debt classified as current (Note 9) ............... 2,572 223,214
-------- --------
Total current liabilities ................................ 79,940 304,792
Long term debt (Note 9) ........................................ 204,344 --
Accrued postretirement liability (Note 11) ..................... 2,633 62,930
Accrued pension liability (Note 11) ............................ 24,254 24,259
Deferred income taxes (Note 4) ................................. 9,087 9,823
Other liabilities .............................................. 12,175 17,097
-------- --------
Total liabilities ........................................ 332,432 418,901
Commitments and contingencies (Note 8)
Stockholders' equity (deficit):
Cumulative 6% preferred stock--$25 par value; authorized
95,660 shares, issued 86,036 shares, callable at $30 per
share respectively .......................................... 2,151 2,151
Common stock--$1.00 par value; authorized 48,000,000 shares,
issued 47,781,288 and 17,883,460 shares respectively ........ 47,781 17,883
Additional paid-in capital ..................................... 84,719 84,561
Retained deficit ............................................... (84,062) (32,933)
Accumulated other comprehensive loss ........................... (32,639) (27,493)
Less cost of common stock held in treasury; 1,149,364 and
1,149,364 shares, respectively .............................. (21,569) (21,569)
-------- --------
Total Stockholders' equity (deficit) ..................... (3,619) 22,600
-------- --------
Total liabilities and stockholders' equity (deficit) .. $328,812 $441,501
======== ========
See notes to consolidated financial statements.
30
ONEIDA LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(Thousands of Dollars)
Add'l Retained Accum. Other
Common Common Preferred Paid-in Earnings Comp. Treasury
Shares Stock Stock Capital (Deficit) Inc(Loss) Stock Total
------ ------- --------- ------- --------- ------------ -------- --------
Balance January 26, 2002................... 17,809 $17,809 $2,151 $83,965 $ 60,638 $(16,328) $(24,134) $124,101
Stock plan activity, net of tax............ 28 28 353 381
Cash dividend declared ($.08 per common
share and $1.50 per preferred share).... (1,453) (1,453)
Net income................................. 9,222 9,222
Foreign currency translation adjustments... 1,715 1,715
Unrealized gain on marketable equity
securities, net of income taxes of $339. (577) (577)
Minimum pension liability adjustments, net
of tax benefit of $2,349................ (4,000) (4,000)
---------------------------------------------------------------------------------
Balance January 25, 2003................... 17,837 17,837 2,151 84,318 68,407 (19,190) (24,134) 129,389
Stock plan activity, net of tax............ 46 46 243 289
Cash dividend declared ($.02 per common
share and $.375 per preferred share).... (363) (363)
Net loss................................... (99,211) (99,211)
Foreign currency translation adjustments... 5,392 5,392
Contribution of treasury shares to ESOP.... (1,766) 2,565 799
Minimum pension liability adjustments, net
of tax benefit of $0.................... (13,695) (13,695)
---------------------------------------------------------------------------------
Balance January 31, 2004................... 17,883 17,883 2,151 84,561 (32,933) (27,493) (21,569) 22,600
Common Stock issuance related to
restructured debt....................... 29,853 29,853 147 30,000
Stock plan activity, net of tax............ 45 45 11 56
Net loss................................... (51,129) (51,129)
Foreign currency translation adjustment.... 773 773
Minimum pension liability adjustments,
net of tax benefit of $0................ (5,919) (5,919)
---------------------------------------------------------------------------------
Balance January 29, 2005................... 47,781 $47,781 $2,151 $84,719 $(84,062) $(32,639) $(21,569) $ (3,619)
=================================================================================
See notes to consolidated financial statements.
31
ONEIDA LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Thousands of Dollars)
January 29, January 31, January 25,
2005 2004 2003
----------- ----------- -----------
Net (loss) income ......................................... $(51,129) $ (99,211) $ 9,222
Other comprehensive income, net of tax:
Unrealized holding gain on marketable securities, net
of income tax expense of $146 .......................... 248
Realized gain on marketable securities, net of income
tax benefit of $484 .................................... (825)
Foreign currency translation adjustments, net of
income tax benefit of $0 ............................... 773 5,392 1,715
Minimum pension liability adjustments, net of income
tax benefit of $0, $0 and $2,349 in January 29, 2005,
January 31, 2004 and January 25, 2003, respectively .... (5,919) (13,695) (4,000)
-------- --------- --------
Other comprehensive loss .................................. (5,146) (8,303) (2,862)
-------- --------- --------
Comprehensive (loss) income ............................... $(56,275) $(107,514) $ 6,360
======== ========= ========
Accumulated other comprehensive loss ...................... $(32,639) $ (27,493) $(19,190)
======== ========= ========
See notes to consolidated financial statements.
32
ONEIDA LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
Year ended in January 2005 2004 2003
-------- -------- --------
CASH FLOW (USED) PROVIDED BY OPERATING ACTIVITIES:
Net (loss) income ............................................ $(51,129) $(99,211) $ 9,222
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation and amortization ................................ 12,063 11,417 13,899
Impairment of long lived assets .............................. 37,314 18,604 --
Impairment of other intangible assets ........................ 19,836 1,300 --
Accrued restructuring ........................................ (6,876) (7,400) --
Inventory write downs ........................................ 19,726 12,622 610
Pension plan amendment ....................................... 3,566 -- --
Post retirement health care plan amendment ................... (65,684) -- --
(Gain) loss on disposition of properties and equipment ....... (4,573) (2,737) 55
Gain on marketable securities ................................ -- -- (1,300)
Deferred taxes ............................................... 432 30,642 3,532
Bad debt expense ............................................. 522 (1) (512)
Decrease (increase) in operating assets:
Receivables ............................................... 7,500 17,979 3,682
Inventories ............................................... 14,311 19,288 3,036
Other current assets ...................................... 2,386 2,380 (2,833)
Other assets .............................................. (9,090) (128) (1,293)
Increase (decrease) in accounts payable ...................... (7,154) (3,173) 683
Increase (decrease) in accrued liabilities ................... 8,217 9,913 (2,656)
Increase (decrease) in other liabilities ..................... (14,528) -- --
Effect of foreign currency on intercompany balances .......... 197 1,609 770
-------- -------- --------
Net cash (used) provided by operating activities .......... (32,964) 13,104 26,895
-------- -------- --------
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from the sale of subsidiaries and minority
interest .................................................. -- -- 23
Purchases of properties and equipment ........................ (3,623) (5,123) (7,334)
Proceeds from dispositions of properties and
equipment ................................................. 13,778 3,456 113
Proceeds from sale of marketable securities .................. -- -- 8,399
Proceeds from disposal of assets held for sale ............... -- -- 3,197
-------- -------- --------
Net cash provided by (used in) investing activities ....... 10,155 (1,667) 4,398
-------- -------- --------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ....................... 56 289 381
(Payments)/borrowings of short-term debt net ................. 1,668 (1,480) (1,509)
Proceeds from issuance of long-term debt ..................... 13,288
Payments of long-term debt ................................... -- (2,602) (37,160)
Dividends paid ............................................... -- (426) (1,453)
-------- -------- --------
Net cash provided by (used) in financing activities ....... 15,012 (4,219) (39,741)
-------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH ......................... (25) 15 (11)
-------- -------- --------
NET (DECREASE) INCREASE IN CASH ................................. (7,822) 7,233 (8,459)
CASH AT BEGINNING OF YEAR ....................................... 9,886 2,653 11,112
-------- -------- --------
CASH AT END OF YEAR ............................................. $ 2,064 $ 9,886 $ 2,653
======== ======== ========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid during the year for:
Interest .................................................. $ 20,395 $ 15,140 $ 15,719
Income taxes .............................................. $ 533 $ 114 $ 2,559
Non-cash investing activity:
Non-cash contribution of treasury shares to ESOP .......... -- $ 799 --
Non-cash issuance of common stock ......................... $ 30,000 -- --
See notes to consolidated financial statements.
33
ONEIDA LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Thousands of Dollars Except Share and Per Share)
1. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries. The Company uses a 52-53 week fiscal year ending on the last
Saturday in January. The fiscal year ended January 29, 2005 included 52 weeks of
activity while the prior years had 53 weeks of activity. The financial
statements of certain non U.S. subsidiaries are consolidated with those of the
parent on the basis of years ending in December. All significant intercompany
transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principals
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the dates of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. The most significant
estimates and assumptions inherent in the Company's financial statements include
those made regarding valuation of accounts receivable, inventory, goodwill,
deferred tax assets, contingent liabilities and the Company's pension,
postretirement, self insured workers compensation and self insured medical
plans. Actual results could differ from those estimates.
Foreign Currency Transactions
All balance sheet accounts denominated in a foreign currency are translated into
U.S. dollars at the rate of exchange in effect at year-end. Foreign exchange
gains or losses are recorded when payments of liabilities are made. The gains or
losses resulting from the above are included in the results of operations.
Reclassifications
Certain reclassifications have been made to the prior year's information to
conform to the current year presentation.
Comprehensive Income (Loss)
Comprehensive income, in addition to net income, includes as income or loss, the
following items, which if present are included in the equity section of the
balance sheet: unrealized gains and losses on certain investments in debt and
equity securities; foreign currency translation; gains and losses on derivative
instruments designated as cash flow hedges; and minimum pension liability
adjustments. The Company has reported comprehensive income in the Consolidated
Statements of Comprehensive (Loss) Income.
Stock Option Plans
The Company has elected to continue following APB No. 25 "Accounting for Stock
Issued to Employees" (APB 25), and related interpretations, in accounting for
its two stock-based compensation plans. Under APB 25, compensation expense is
not required to be recognized for the Company's stock-based compensation plans
if options granted to employees are at prices equal to or greater than fair
value at the date of grant. Under Statement of Financial Accounting Standards
No. 123 ("SFAS 123") "Accounting for Stock Based Compensation", compensation
expense would be recognized for the fair value of the options on the date of
grant over the vesting period of the options.
Application of the fair-value based accounting provision of SFAS 123 results in
the following pro forma amounts of net (loss) income and earnings (loss) per
share:
2005 2004 2003
-------- --------- -------
Net (loss) income, as reported .......................... $(51,129) $ (99,211) $ 9,222
Less: Total stock-based employee compensation expense
determined under Black-Scholes option pricing model,
net of related tax effect of $0, $0 and $1,529,
respectively ......................................... (1,250) (2,386) (2,293)
-------- --------- -------
Pro forma net (loss) income ............................. $(52,379) $(101,597) $ 6,929
======== ========= =======
34
Earnings (loss) per share:
As reported: Basic ................................... $ (1.68) $ (5.98) $ .55
Diluted ................................. (1.68) (5.98) .55
Pro forma: Basic ................................... (1.71) (6.12) .41
Diluted ................................. (1.71) (6.12) .41
During 2005, the Company terminated the Employee Stock Purchase Plan (ESPP), the
impact of which is accounted for and described in Note 13.
Earnings per Share
Basic and diluted earnings per share are presented for each period in which a
statement of operations is presented. Basic earnings per share is computed by
dividing net income less preferred stock dividends earned, even if not declared,
by the weighted average shares actually outstanding for the period. Diluted
earnings per share include the potentially dilutive effect of shares issuable
under the employee stock purchase and incentive stock option plans. The Company
had anti-dilutive shares outstanding of 646, 960 and 1,651 for 2005, 2004 and
2003, respectively. These shares are not part of the calculation in determining
earnings per share.
Cash and Cash Equivalents
Cash and cash equivalents include securities with original maturities of three
months or less.
Allowance for Doubtful Accounts
The Company evaluates the adequacy of the allowance for the doubtful accounts on
a periodic basis. The evaluation includes historical trends in collections and
write-offs, management's judgment of the probability of collecting accounts and
management's evaluation of business risk. The evaluation is inherently
subjective, as it requires estimates that are susceptible to revision as more
information becomes available. Accounts are determined to be uncollectible when
the balance is deemed to be worthless or only recoverable in part and are
written off at that time through a charge against the allowance.
Inventories
Inventories are valued at the lower of cost or market value. Approximately 21%
and 15% of inventories are valued under the last-in, first-out (LIFO) method in
2005 and 2004, respectively, with the remainder valued under the first-in,
first-out (FIFO) method.
The dollar value of the Company's reserve for inventories valued under the
last-in, first-out (LIFO) method was $5,564 and $6,482, respectively for the
fiscal years ended January 29, 2005 and January 31, 2004.
Property, Plant and Equipment
Property, plant, equipment and tooling are stated at cost. Depreciation is
provided over the estimated useful lives of the related assets, generally using
the straight-line method. The depreciable lives assigned to buildings are 20-50
years, while equipment and tooling is depreciated over 3-16 years. Ordinary
maintenance and repairs are charged to operations as incurred. Gains and losses
on disposition or retirement of assets are reflected in the consolidated
statements of operations as incurred.
Interest relating to the cost of constructing certain fixed assets requiring an
extended period of time to get ready for their intended use are capitalized and
amortized over the asset's estimated useful life.
Investments in Marketable Securities
The Company classified its marketable equity securities as available for sale in
accordance with the provisions of Statement of Financial Accounting Standards
No. 115 "Accounting for Certain Investments in Debt and Equity Securities".
These securities were carried at market value in other current assets, with
unrealized gains and losses, net of tax, reported in stockholders' equity as a
component of other comprehensive income (loss).
In 2002, the Company had other income of $8,646 related to the receipt of
Prudential Financial common shares. These shares were received by the Company, a
Prudential shareholder, as part of Prudential's conversion from a mutual
insurance company to a stock enterprise. One-sixth of the shares were sold in
2002 resulting in gains of $1,547. Unrealized gains on the remaining shares of
$577 and $248 (net of tax) were recorded as a component of
35
other comprehensive income (loss) in the Company's equity section. The balance
of the shares was sold in 2003, resulting in gains of $1,300 recorded in other
income.
Barter
The Company has entered into various barter transactions exchanging inventory
for future barter credits to be utilized on advertising and other goods and
services.
The credits are recorded at the fair value of the inventory exchanged in
accordance with APB 29, "Accounting for Non-Monetary Transactions" and Emerging
Issues Task Force 93-11 "Accounting for Barter Transactions". The value of the
barter credits totaled $493 and $4,556 net of reserves of $4,469 and $480 at
January 29, 2005 and January 31, 2004, respectively, and expire in December
2010. See the section below ("Impairment of Intangible Assets") which describes
the $3,990 impairment loss on barter credits recorded during the year ended
January 29, 2005.
Impairment of Intangible Assets
As a result of the reduced use of barter credits, it became apparent that it is
probable that the Company will not utilize all of its remaining barter credits.
The Company performed an evaluation to determine if the barter credits were
subject to a possible impairment loss. Due to the projected cash flow being less
than the book value, it was determined that an impairment loss existed and as a
result, an impairment charge of $3,990 was recorded as a charge in the
consolidated statements of operations under the caption "Impairment loss on
intangible assets" for the year ended January 29, 2005.
In addition to the impairment loss on barter credits, the Company recorded
impairment charges on goodwill of $15,846 and $1,300 for the years ended January
29, 2005 and January 31, 2004 respectively. These charges are also included
under the caption "Impairment loss on intangible assets". See the section below
("Goodwill and Intangibles") for additional information.
Goodwill and Intangibles
Effective January 27, 2002, the Company adopted the provisions of SFAS No. 142
(FAS 142), "Goodwill and Other Intangible Assets" which requires companies to
cease amortizing goodwill and certain intangible assets deemed to have an
indefinite useful life. Instead, FAS 142 requires that goodwill and intangible
assets deemed to have an indefinite useful life to be reviewed for impairment
upon adoption of FAS 142 and annually thereafter, or if there is a triggering
event. Under FAS 142 goodwill is tested under a two step approach. The first
step requires the determination of the fair value of the reporting unit compared
to the book value of that reporting unit. If the book value exceeds the fair
value, a second step impairment test is required to measure the amount of
impairment.
The Company performs its annual impairment test during the third quarter. The
results of the impairment test performed as part of the Company's annual
impairment analysis resulted in an impairment charge on goodwill of $15,846 and
$1,300 for the years ended January 29, 2005 and January 31, 2004, respectively.
The methodologies used to estimate fair value include the use of estimates and
assumptions, including projected revenues, earnings and cash flows. The carrying
value exceeded the fair value resulting in the impairment charge. The charge is
recorded in the statement of operations under the caption "Impairment loss on
intangible assets".
The change in the carrying amount of goodwill for the fiscal years ended January
29, 2005 and January 31, 2004 is as follows:
2005 2004
-------- --------
Balance at beginning of year ............................ $136,118 $133,944
Impairment charges ...................................... (15,846) (1,300)
Foreign currency translation ............................ 831 3,474
-------- --------
Balance at end of year .................................. $121,103 $136,118
======== ========
The gross carrying value and accumulated amortization of amortized intangible
assets totaled $2,880 and $2,880, and $1,099 and $596, for the fiscal years
ended January 29, 2005 and January 31, 2004, respectively.
Derivatives Transactions
Financial Accounting Standards, SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" establishes accounting and reporting
standards for derivative instruments. The Company utilizes foreign exchange
contracts in order to hedge the effects of foreign currency
36
fluctuations. Under this Statement, if the derivative is designed and qualifies
as a cash flow hedge, the changes in fair value of the derivative instrument may
be recorded in comprehensive income. In fiscal 2005 and 2004, the Company's
transactions did not meet the hedge accounting criteria and accordingly, any
gains or losses on the fair value of the forward contracts have been recognized
through earnings.
Fair Value of Financial Instruments
The estimated fair values of the Company's financial instruments, principally
long-term debt, are estimated using discounted cash flows, based on current
market rates for similar borrowings. The carrying amounts for short-term
borrowings approximate their recorded values.
Self Insurance
The Company self-insures its workers compensation, group medical and short term
disability plans. Self-insurance liabilities are actuarially calculated based on
claims filed and an estimate of claims incurred but not yet reported. Projection
of losses concerning these liabilities is subject to a high degree of
variability due to factors such as claim settlement patterns, litigation trends,
legal interpretations, future levels of health care costs and the selection of
discount rates.
Employee Benefit Plans
The actuarial determination of the Company's obligations and expense for the
Company sponsored pension and postretirement benefits is dependent on the
Company's selection of assumptions including the discount rate, expected
long-term rate of return on plan assets, rates of compensation increase and
health care cost trend rate. Significant differences between our actual
experience and significant changes in our assumptions may materially affect
pension and postretirement obligation expense.
Revenue Recognition
Revenues consist of sales to customers and license fees. Wholesale revenues are
recognized when title passes and the risks and rewards of ownership have
transferred to the customer, based on the shipping terms FOB shipping point
pursuant to the Company's invoice. Retail store revenues are recognized at the
time of sale. Amounts charged to customers for shipping are recognized in
revenues. The Company has established an allowance for merchandise returns and
markdowns based on historical experience, product sell-through performance by
product and by customer, current and historical trends in the tableware industry
and changes in demand for its products. The returns allowance is recorded as a
reduction in revenues for the estimated sales value of the projected merchandise
returns and as a reduction in cost of sales for the corresponding cost amount.
Markdown allowances are estimated and deducted from revenue at the time that
revenue is recognized. From time to time actual results will vary from the
estimates that were previously established. Due to the existence of monitoring
systems, the Company's visibility into its customers' inventory levels and the
ongoing communication with its customers, the Company is able to identify
variances in its estimates in a timely manner, that are then properly reflected
in its financial statements.
The Company licenses the ONEIDA name for the use of third parties on products
complementary to the Company's own core tableware lines. In accordance with the
terms of these license agreements, license fees are received quarterly and are
based on a percentage of the licenses' reported sales. Revenue is recognized
quarterly as fees are received, and there are no advance license payments.
Costs and Expenses
Cost of Sales include product costs such as manufacturing compensation and
related employee benefits, material costs such as raw materials, supplies and
products purchased for resale, shipping costs, maintenance costs, process
engineering, depreciation, and utility costs. Purchasing, receiving and
inspection costs are considered cost of sales.
Selling, distribution and administrative costs are period costs and include
selling, distribution and administrative salaries and expenses and related
employee benefits, selling, distribution and administrative travel expenses,
promotional expenses, distribution operating supplies and warehousing costs and
professional fees. Warehousing, internal transfer costs and other distribution
network costs are included in selling, distribution and administrative expenses
and amounted to $26,046, $30,551 and $31,522 for the fiscal years ended January
2005, 2004 and 2003 respectively.
Treasury Stock
As of January 2004, the Company had been authorized by the Board of Directors to
repurchase up to 434,000 additional shares. However, under the current banking
covenants, the Company is restricted from repurchasing any additional shares at
this time. The Company transferred 136,315 shares to the Employee Stock
Ownership Plan
37
(ESOP) during the year ended January 31, 2004. Treasury stock
transferred to the Employee Stock Ownership Plan (ESOP) is retired from treasury
stock at the average treasury stock price to date.
Advertising Costs
The Company expenses advertising costs as incurred during the year. Through
January 2005, the Company maintained Co-Operative Advertising Agreements
("Co-Op") with major customers, which grant an allowance for advertising the
Company's products in their catalogs. The Company follows Emerging Issues Task
Force ("EITF") Statement No. 01-9, "Accounting for Consideration Given by a
Vendor to a Customer (Including a Reseller of Vendor's Products"), which
requires cash consideration given by a vendor to a customer to be shown as
advertising expense when the vendor receives an identifiable benefit and the
fair value of such benefit can be reasonably estimated. During the year, the
customers submitted the actual advertising expenses, which reduced the
advertising allowance. In addition, the Company advertised its products within
various publications, and recorded the expenses in selling and administrative
expenses. Product and cooperative advertising were reported in the statement of
operations. The amounts were $862, $1,896 and $2,660 during fiscal years ended
2005, 2004, and 2003, respectively.
Freight Costs
The Company follows Emerging Issues Task Force Statement No. 00-10, "Shipping
and Handling Fees and Costs", which requires that freight costs charged to
customers be classified as revenues. Freight expenses are included in cost of
sales.
Accounting Pronouncements
In December of 2003, the FASB issued a revised SFAS No. 132 "Employers'
Disclosures about Pensions and Other Postretirement Benefits". The statement
revises employers' disclosures about pension plans and other postretirement
benefit plans, but it does not change the measurement or recognition of those
plans. The revised SFAS No. 132 requires additional disclosures to those in the
original SFAS 132 about the assets, obligations, cash flows, and net periodic
benefit cost of defined pension plans and other defined benefit postretirement
plans. The statement also increases quarterly pension plan and postretirement
benefit plan disclosure requirements. Revised SFAS No. 132 domestic plan
disclosure requirements are effective for financial statements with fiscal years
ending after December 15, 2003. However, disclosure of information about foreign
plans required by the Statement is effective for fiscal years ending after June
15, 2004. The Company adopted this statement in December of 2003 and there was
no impact to the financial position and results of operations of the Company as
a result of the adoption. See Note 11 for the disclosures required by this
pronouncement.
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4," which clarifies the types of costs that should be
expensed rather than capitalized as inventory. This statement also clarifies the
circumstances under which fixed overhead costs associated with operating
facilities involved in inventory processing should be capitalized. The
provisions of SFAS No. 151 are effective for fiscal years beginning after June
15, 2005 and the Company will adopt this standard in fiscal 2006. The Company
has not determined the impact, if any, that this statement will have on its
consolidated financial position or results of operations.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets--An Amendment of APB Opinion No. 29, Accounting for Non-monetary
Transactions" ("SFAS 153"). SFAS 153 eliminates the exception from fair value
measurement for non-monetary exchanges of similar productive assets in paragraph
21(b) of APB Opinion No. 29, "Accounting for Non-monetary Transactions," and
replaces it with an exception for exchanges that do not have commercial
substance. SFAS 153 specifies that a non-monetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. SFAS 153 is effective for the fiscal
periods beginning after June 15, 2005 and is required to be adopted by the
Company in the first quarter of fiscal 2006, beginning on January 30, 2005. The
Company is currently evaluating the effect that the adoption of SFAS 153 will
have on its consolidated results of operations and financial condition but does
not expect it to have a material impact.
In December 2004, the FASB issued SFAS 123R, "Share-Based Payment." This
statement is a revision of SFAS 123, "Accounting for Stock-Based Compensation"
and supersedes APB 25, "Accounting for Stock Issued to Employees," and is
effective as of the beginning of the first interim or annual reporting period
that begins after December 15, 2005. SFAS 123R establishes standards on
accounting for transactions in which an entity obtains employee services in
share-based payment transactions. This statement requires measurement of the
cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the
38
award, which is usually the vesting period. SFAS 123R also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments or
that may be settled by the issuance of those equity instruments. The adoption of
this statement is not expected to have a material effect on our financial
position or results of operations.
In November 2004, the FASB issued Emerging Issues Task Force ("EITF") 03-13,
"Applying the Conditions in Paragraph 42 of SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report
Discontinued Operations." This guidance is applied to a component of an
enterprise that is either disposed of or classified as "held for sale" in fiscal
periods after December 15, 2004. The application of this guidance is not
expected to have a material effect on our financial position or results of
operations.
In November 2004, the FASB issued EITF 04-8, "The Effect of Contingently
Convertible Instruments on Diluted Earnings per Share," which is effective for
reporting periods ending after December 15, 2004. This consensus addresses when
contingently convertible instruments should be included in diluted earnings per
share. The application of this guidance is not expected to have a material
effect on our financial position or results of operations.
In October 2004, the FASB issued EITF 04-10, "Determining Whether to Aggregate
Operating Segments That Do Not Meet the Quantitative Thresholds." The consensus
addresses the issue of how an enterprise should evaluate the aggregation
criteria in paragraph 17 of SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information," when determining whether operating segments
that do not meet the quantitative thresholds may be aggregated. The effective
date of this issue has been delayed and is anticipated to occur in 2005 to
coincide with the final issuance of the FSP (FASB Staff Position), which will
provide guidance in determining whether two or more operating segments have
similar economic characteristics. However, earlier adoption is permitted. The
application of this guidance is not expected to have a material effect on our
financial position or results of operations.
In January 2003, the FASB issued Interpretation No. 46 (FIN 46),Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research Bulletin
No. 51. The objective of this interpretation is to provide guidance on how to
identify a variable interest entity ("VIE") and requires the VIE to be
consolidated by its primary beneficiary. The primary beneficiary is the party
that absorbs a majority of the VIE's expected losses and/or receives a majority
of the entity's expected residual returns, if they occur. In December 2003, the
FASB issued FIN 46(R) ("Revised Interpretations") delaying the effective date
for certain entities created before February 1, 2003 and making other amendments
to clarify the application of the guidance. In adopting FIN 46(R) the Company
has evaluated its variable interests to determine whether they are in fact VIE's
and whether the Company was the primary beneficiary of the VIE. This evaluation
resulted in determining that the Company has a VIE with a related party, whereby
the Company will guarantee purchase orders from a previously owned entity. The
Company determined that it was not a primary beneficiary but holds an interest
in a variable interest entity.
On March 12, 2004, the Company completed the sale of its Buffalo China
manufacturing and decorating facility. The agreement stipulated a purchase
commitment of $30,000 over the five year term. The Company's maximum exposure to
loss as a result of its involvement with the variable interest entity is the
potential loss of $30,000 of product that was guaranteed.
The Company sold it's Sherrill, New York manufacturing facility to Sherrill
Manufacturing, Inc. on March 22, 2005. The agreement stipulates a purchase
commitment of $14,600 over the three year term of the agreement. Additionally,
the agreement stipulates that the buyer will make lease payments of $550 over
the three year term. The Company's maximum exposure to loss as a result of its
involvement with the variable interest entity is the loss of future lease
income of $550 and the potential loss of $14,600 of product that was guaranteed.
See Note 8 for additional information. The adoption of this interpretation did
not have a material effect on the Company's financial statements.
2. GOING CONCERN
2(a). For the Year Ended January 29, 2005
The Company experienced a loss from operations of $84,997 for the fiscal year
ended January 29, 2005. Under the plan of restructuring the operating loss
included restructuring expenses, impairment losses, and gains on the sale of
fixed assets. In addition, net cash (used) provided by operating activities
was $(32,964). For the year ended January 29, 2005, the Company had limited
availability under their credit facility, negative cash flow from operations,
a stockholders deficit, negative sales trends, negative gross margin trends,
and continued significant inventory write downs.
In order to mitigate these factors, during the past year, the Company identified
and implemented a number of initiatives to return to profitability, increase
liquidity and compete in a changing marketplace. These include:
o Reducing product costs;
o Reducing operating costs;
o Reducing inventory levels
o Restructuring debt;
o Rationalizing underperforming assets; and
o Reducing employee benefits
o Amendment of the Company's credit agreement providing less restrictive
financial covenants, consenting to the sale of certain non-core assets,
and authorizing the release of certain proceeds from the assets sold
subsequent to year-end (see Note 18).
Additionally, certain members of the executive management team have taken a
reduction in compensation to assist the Company's return to profitability.
Therefore, as a result of the actions taken during the fiscal year ended January
29, 2005 and subsequent to the balance sheet date, the Company's Independent
Registered Public Accounting Firm has excluded the "Going Concern" explanatory
paragraph from their report dated April 14, 2005 that was previously included
in the Independent Registered Public Accounting Firm's report, dated April 30,
2004, for the prior fiscal year ended January 31, 2004.
Reducing product costs
The Company reduced product costs by closing facilities with high operating
costs and outsourcing product lines to low cost producers.
On September 9, 2004, the Company announced the closing of the Sherrill, NY
flatware manufacturing facility. The Company has experienced unfavorable
manufacturing variances of $19,926 during the fiscal year ended January 29, 2005
from the facility as a result of unsustainably high operating costs. On March
22, 2005, the Company sold certain factory buildings located in Sherrill, NY and
associated materials and
39
supplies to Sherrill Manufacturing, Inc. The Oneida name and all other active
Oneida trademarks and logos remain the property of the Company. Sherrill
Manufacturing, Inc. is an independent supplier to the Company
The Buffalo, NY factory buildings and associated materials and supplies were
sold to Niagara Ceramics Corporation on March 12, 2004. The Company had
experienced unfavorable manufacturing variances and previously announced the
closing of the Buffalo, NY manufacturing facility in 2003.
During 2003, the Company announced the closing of two manufacturing facilities
in Mexico, a facility in Italy and a facility in China. These facilities were
closed during the fourth quarter of the fiscal year ended January 31, 2004 or
the first quarter of the fiscal year ended January 29, 2005.
The proceeds generated from these sales were used to reduce the Company's debt.
The products previously manufactured by these facilities have been outsourced to
lower cost producers.
Reducing operating costs and inventory levels
In an effort to increase liquidity, the Company has reduced gross inventory
levels by $24,094 since January 31, 2004. As a result of the reduced inventory
levels, the Company was able to reduce warehouse requirements and distribution
expense. During 2003, the Company announced the closing of the Niagara Falls,
Canada warehousing facility. The facility was sold during July, 2004.
Furthermore, during the third quarter of fiscal year ended January 2005, the
Company closed the Nashville, Tennessee warehouse and is no longer utilizing a
warehousing service provider located in Piedmont, North Carolina.
On November 18, 2004 the Company announced a licensing agreement with the Anchor
Hocking Company, a leading glassware company. Under the agreement, approximately
$2.0 million of existing glassware inventory was sold to Anchor Hocking.
Additionally, the Company licensed the "Oneida" name and receives licensing fees
based on Anchor Hocking's sales levels. The agreement allows the Company to
reduce working capital requirements and provides a business partnership with an
industry leader in glassware.
On April 12, 2005, the Company announced the closure of the warehouse facility
located in Buffalo, NY. The inventory previously warehoused in Buffalo, NY will
be warehoused in the Company's existing facilities.
Restructuring debt
In order to provide the additional liquidity necessary to continue the Company's
operating initiatives, a comprehensive restructuring of the existing
indebtedness with its lenders, along with new covenants based upon then current
financial projections was completed during the third quarter of fiscal year
ended January 2005. The restructuring included the conversion of $30 million of
principal amount of debt into an issuance of a total of 29.85 million shares of
the common stock of the Company to the individual members of the lender group or
their respective nominees. The common shares were issued in blocks proportionate
to the amount of debt held by each lender. As of August 9, 2004 these shares of
common stock represented approximately 62% of the outstanding shares of common
stock of the Company. In addition to the debt-to-equity conversion, the Company
received a new $30 million revolving credit facility from the lenders and
restructured the balance of the existing indebtedness into a Tranche A loan of
$125 Million and a Tranche B loan of approximately $80 million. All the
restructured bank debt is secured by a first priority lien over substantially
all of the Company's and its domestic subsidiaries' assets. The Tranche A loan
will mature in three years and require amortization of principal based on
available cash flow and fixed amortization of $1,500 per quarter beginning in
the third year. Interest on the Tranche A loan will accrue at LIBOR (London
Inter Bank Offered Rate) plus 6%-8.25% depending on the leverage ratio. The
Tranche B loan will mature in 3 1/2 years with no required amortization.
Interest on the Tranche B loan will accrue at LIBOR plus 13% with a maximum
interest rate of 17%. The Tranche B loan has a Payment in Kind (PIK) option that
permits for the compounding of the interest in lieu of payment. The debt and
equity restructuring constituted a change in control of the Company. There are
several employee benefit plans that have triggers if a change of control occurs.
The appropriate plans were amended to allow the debt and
40
equity transaction without triggering the change in control provision. In
addition, the Shareholder Rights Plan was terminated.
As described above, on August 9, 2004, a comprehensive restructuring of the
existing indebtedness with its lenders, along with new covenants based on then
current financial projections, was then completed (see the previous section
entitled "Restructuring debt" and Note 9). As a result of the debt
restructuring, the Company's indebtedness has been classified into long-term and
current portions according to the underlying maturity dates of the various debt
instruments on the January 29, 2005 consolidated balance sheet. The Company was
in compliance with its covenants as of January 29, 2005, but anticipated
violating the covenants at the end of the second quarter of the fiscal year
ending January 28, 2006. As a result, in March 2005 the Company began discussing
amendments to those covenants with its lenders. On April 7, 2005, the Company's
lending syndicate approved an amendment to the Company's credit agreement
providing less restrictive financial covenants (beginning with the first
quarter of the fiscal year ending January 2006), consenting to the sale of
certain non-core assets, and authorizing the release of certain proceeds
from the assets sold. The revised financial covenants extend through the fiscal
year ending January 2007. Therefore, as a result of the amendment to the credit
agreement described above and the additional actions taken by the Company during
the fiscal year ended January 29, 2005 and subsequent to the balance sheet date,
the Company's Independent Registered Public Accounting Firm has excluded the
"Going Concern" explanatory paragraph from their report dated April 14, 2005
that was previously included in the Independent Registered Public Accounting
Firm's report, dated April 30, 2004, for the prior fiscal year ended January 31,
2004.
Rationalizing underperforming assets
The Company conducted a rationalization of underperforming assets during the
fiscal year ended January 29, 2005.
On August 28, 2004 the Company completed the sale of substantially all of the
assets of its Encore Promotions Inc. subsidiary and entered into a licensing
agreement with the buyer. The sale reduced inventory by approximately $12,300.
The proceeds from the sale reduced debt and the licensing agreement provides an
avenue to offer Oneida-branded products under the licensing agreement to the
supermarket industry.
During fiscal year ended January 2005, the Company closed 17 unprofitable Oneida
Home stores. An additional five unprofitable Oneida Home Stores are currently
scheduled to be closed during the quarter ending April 30, 2005.
Reducing employee benefits
In order to improve liquidity and increase operating profits, the Company
significantly reduced the benefits offered to Oneida employees. During the
quarter ended May 1, 2004, the Company froze the Retirement Plan for the
Employees of Oneida Ltd., and the Retirement Income Plan for Employees of
Buffalo China, Inc. and terminated the Oneida Ltd Retiree Group Medical Plan.
During the second quarter ended July 31, 2004, the Company terminated the Long
Term Disability Plan, the Oneida Limited Security Plan, and froze the
non-qualified defined benefit restoration plan. The Company cancelled and did
not issue purchase options under the Employee Stock Purchase Plan. No options
were issued during 2005 to employees under the 2002 Oneida Ltd. Stock Option
Plan. Additionally the Company increased the co-pays and deductibles associated
with the Oneida Sterling Health Plan.
In order to conserve cash flow, the Company is attempting to defer approximately
$7,811 of required contributions to the Retirement Pan for the Employees of
Oneida, Ltd. for the 2004 plan year by obtaining a waiver from the Internal
Revenue Service.
In summary, the Company believes the following recent initiatives will enhance
profitability and increase liquidity;
o The closure and sale of the Buffalo, NY manufacturing facility and the
closure and pending sale of facilities in Canada, China, Italy and
Mexico (see Note 3)
o The outsourcing of production from these facilities to lower cost
producers or entering into a supply agreement as is the case with the
new owners of the Buffalo, NY facility.
o Plan changes in post-retirement benefits (see Note 11).
o Comprehensive restructuring of the existing indebtedness on August 9,
2004.
41
o The sale of substantially all the assets of Encore Promotions
Inc. on August 28, 2004.
o Reductions in Selling, Distribution and Administrative headcount
and expenses.
o Closure of 17 unprofitable Oneida Home Stores.
o Reduction in inventory levels, low margin product lines, and
accounts receivable.
o Ongoing restructuring of Oneida's logistics operations.
o The sale of the Sherrill, NY manufacturing facility subsequent to
year-end (see Note 18).
o The sale of the Shanghai, China manufacturing facility subsequent
to the year-end (see Note 18).
o Amendment of the Company's credit agreement providing less
restrictive financial covenants, consenting to the sale of
certain non-core assets, and authorizing the release of certain
proceeds from the assets sold subsequent to year-end (see
Note 18).
Not withstanding the aforementioned operating initiatives, if the Company is
unable to achieve its operating and strategic objectives, the Company may need
to raise additional capital, obtain further covenant waivers from its lenders or
seek additional investors. There can be no assurance that the Company will be
successful in any or all of these endeavors, and failure may affect the
Company's ability to continue to operate its business.
2(b). For the Year Ended January 31, 2004
The accompanying financial statements have been prepared on a going concern
basis which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company experienced a net loss
of approximately $99 million for the year ended January 31, 2004 and provided
a full valuation allowance for its deferred tax assets in 2004. This
has resulted in a deficit in retained earnings. In addition, the Company
violated interest coverage ratio, leverage ratio, and net worth covenants for
the second and third quarter in fiscal 2004 and at year end as further discussed
in Note 9. The lenders waived the covenant violations through April 30,
2004 and the required pay down of total indebtedness which amounts to $35,000 at
year end. In addition, $3,900 due to senior note holders were deferred. Under
the amended and restated agreement, covenant violations, if not corrected,
could cause the lenders to declare the principal outstanding to be payable
immediately. Accordingly, the entire bank debt has been reported as current
in the accompanying balance sheet. On March 31, 2004, the Company announced
that negotiations with a potential investor had been terminated. These factors
raised substantial doubt as to the company's ability to continue as a going
concern.
During fiscal 2004, the Company undertook several initiatives to return to
profitability, increase liquidity and compete in a changing marketplace.
These include:
o The closure and sale of the Buffalo, NY and the closure and pending
sale of facilities in Canada, China, Italy and Mexico. (see note 3);
o The outsourcing of production from these facilities to lower cost
producers or entering into a favorable supply agreement as is the case
with the new owners of Buffalo China;
o The implementation of lean manufacturing and related work force
reduction (see note 3);
o Plan changes in post-retirement benefits (see Note 11 and Note 18);
o On-going discussions with the banking group to extend their commitment
with covenants the Company can meet.
The Company's viability is dependent upon the execution of these plans and the
forbearance of its banks. The Company's revenues and costs are also dependent
upon some factors that are not entirely within its control such as changes in
the economy and increased competition. Due to the uncertainties of these
factors, actual revenue and costs may vary from expected amounts, possibly to a
material degree, and such variations could affect future funding requirements.
If the Company is unable to achieve its operating and strategic plans and
objectives, the Company may need to raise additional capital, obtain further
covenant waivers from its lenders or seek additional investors. There can be no
assurance that the Company will be successful in any or all of these endeavors,
and failure may affect the Company's ability to continue to operate its
business.
3. RESTRUCTURING AND IMPAIRMENTS
As a result of the substantial manufacturing inefficiencies and negative
manufacturing variances, it was determined at the end of the third quarter of
fiscal year ended January 31, 2004 to close and sell the following factories:
Buffalo China dinnerware factory and decorating facility in Buffalo NY;
dinnerware factory in Juarez, Mexico; flatware factory in Toluca, Mexico;
hollowware factory in Shanghai China; and hollowware factory in Vercelli, Italy.
The Company continues to market the products primarily manufactured from these
sites, using independent suppliers. The Toluca, Mexico; Shanghai, China; and
Vercelli, Italy facilities closings were completed during the fourth quarter of
the year ended January 31, 2004. The Buffalo, NY factory buildings and
associated materials and supplies were sold to Niagara Ceramics Corporation on
March 12, 2004. The Buffalo China name and all other active Buffalo China
trademarks and logos remain the property of the Company. Niagara Ceramics is an
independent supplier to the Company. The Juarez, Mexico factory sale was
completed on April 22, 2004, and the Toluca Mexico factory sale was completed on
June 2, 2004. The Niagara Falls, Canada warehouse sale was completed on July 12,
2004 and part of the Vercelli, Italy properties have been sold. The Shanghai,
China and remaining Vercelli, Italy assets are classified as assets held for
sale on the Consolidated Balance Sheet at January 29, 2005. The restructuring
plans are intended to reduce costs, increase the Company's liquidity, and better
position the Company to compete under the current economic conditions.
42
Under the restructuring plan described above, approximately 1,150 employees will
be terminated. As of January 29, 2005, 1,085 of those terminations have occurred
and 65 employees have accepted employment with Niagara Ceramics who purchased
the manufacturing assets of Buffalo China. Termination benefits have been
recorded in accordance with contractual agreements or statutory regulations. The
Company's balance sheet included a restructuring reserve of $7,400 at January
31, 2004. Cash payments and adjustments to date through January 29,
2005 under the restructuring were $6,502 and $445, respectively, and the
remaining liability at January 29, 2005 is $453.
On September 9, 2004 the Company announced that it is closing its Sherrill, NY
flatware factory because of unsustainably high operating costs that have heavily
contributed to substantial losses. The Company will continue to market the
products primarily manufactured from this site using independent suppliers.
Approximately 450 employees have been notified for termination. As of January
29, 2005, 61 of the approximate 450 employees were terminated. The Company
determined it will incur cash costs of approximately $1,250 related to
severance, incentive and retention payments to affected factory employees. Cash
payments to date through January 29, 2005 were $848, and the remaining severance
cost and incentive and retention liability at year end were $331 and $71,
respectively.
In connection with the restructuring, the number of employees accumulating
benefits under the defined benefit plans has been reduced significantly.
As described above, approximately 1,150 employees will be leaving the Company,
which constitutes curtailment of both the pension and postretirement plans. A
curtailment is defined as an event that significantly reduces the expected years
of future service of active plan participants. Curtailment accounting requires
immediate recognition of actuarial gains and losses and prior service costs
related to those employees that would otherwise have been recognized in the
future over the future lives of the related employees. The headcount reductions
resulted in curtailment losses of $2,863 and $383 in the pension plan and a
curtailment gains of $122 and $556 in the postretirement plan for the fiscal
years ended January 29, 2005 and January 31, 2004, respectively.
In conjunction with the announcement on September 9, 2004 that it is closing its
Sherrill flatware factory, the Company performed an evaluation in accordance
with Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment of Long Lived Assets", to determine if the manufacturing facilities
assets were subject to a possible impairment loss. Due to the projected cash
flow being less than the book value, it was determined that an impairment loss
existed and as a result, an impairment charge of $34,016 was recorded as a
charge in the consolidated statements of operations under the caption
"Impairment loss on depreciable assets" for the fiscal year ended January 29,
2005.
On March 8, 2005, the Company met with Buffalo China Union officials to discuss
the potential consolidation of warehouse operations into the existing Oneida
facility and the closure of the Buffalo China facility. The Company performed an
evaluation in accordance with Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment of Long Lived Assets", to determine if the
Buffalo China warehouse facilities were subject to a possible impairment loss.
Due to the projected cash flow being less than the book value, it was determined
that an impairment existed and as a result, an impairment charge of $3,298 was
recorded in the consolidated statements of operations under the caption
"Impairment loss on depreciable assets" for the fiscal year ended January 29,
2005.
As a result of the reduced utilization of barter credits, it became apparent
that it is probable that the Company will not require the use all of its
remaining barter credits. The Company performed an evaluation in accordance with
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment of Long Lived Assets", to determine if the barter credits were
subject to a possible impairment loss. Due to the projected cash flow being less
than the book value, it was determined that an impairment loss existed and as a
result, a $3,990 impairment loss was recorded as a charge in the consolidated
statements of operations under the caption "Impairment loss on intangible
assets" for the fiscal year ended January 29, 2005.
During the quarter ended October 30, 2004, the Company performed its annual
testing of goodwill and intangible assets under the provisions of FAS 142. Under
FAS 142, goodwill is tested under a two step approach. The first step requires
the determination of the fair value of the reporting unit compared to the book
value of that reporting unit. If the book value exceeds the fair value, a second
step impairment test is required to measure the amount of impairment. The
results of the impairment test performed as part of the Company's annual
impairment analysis resulted in an impairment charges of goodwill in the United
Kingdom operations (International operating segment) and domestic operations of
$15,509 and $337, respectively. The methodologies used to estimate fair value
include the use of estimates and assumptions, including projected revenues,
earnings and cash flows. The carrying value
43
exceeded the fair value resulting in the impairment charge. The charge is
recorded in the statement of operations under the caption "Impairment loss on
intangible assets".
Below is a summary reconciliation of accrued restructuring related charges for
the fiscal years ended January 29, 2005 and January 31, 2004
Balance Balance
January 31, January 29,
2004 Additions Adjustments Payments 2005
----------- --------- ----------- -------- -----------
Termination benefits and other costs $7,400 $71 $(394) $(6,553) $524
Benefit plan curtailment............... 383 -- (383) --
------ --- ----- ------- ----
Restructuring charges............... $7,783 $71 $(394) $(6,936) $524
====== === ===== ======= ====
Balance Balance
January 25, January 31,
2003 Additions Adjustments Payments 2004
----------- --------- ----------- -------- -----------
Termination benefits and other costs -- 9,001 $-- (1,601) 7,400
Benefit plan curtailment............... 383 -- 383
--- ------ --- ------- ------
Restructuring charges............... $-- $9,384 $-- $(1,601) $7,783
=== ====== === ======= ======
During the years ended January 29, 2005 and January 31, 2004, the Company
recorded restructuring income of $323 and restructuring expenses of $9,001,
respectively. The current year's restructuring income is comprised of $71
expense attributed to the Sherrill, NY factory closure, offset by the reversal
of $394 of restructuring accruals established at January 31, 2004 for severance
attributed to the closure and/or sale of the Buffalo, NY and Shanghai, China
manufacturing facilities
4. INCOME TAXES
The Company accounts for taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," which requires the
use of the liability method of computing deferred income taxes. Under the
liability method, deferred income taxes are based on the tax effect of temporary
differences between the financial statement and tax bases of assets and
liabilities and are adjusted for tax rate changes as they occur. Deferred tax
assets are reduced by valuation allowances to the extent their realization is
uncertain.
The components of the deferred tax assets and (liabilities) are as follows:
2005 2004
-------- --------
Deferred tax assets:
Postretirement benefits............................ $ 927 $ 24,740
Employee benefits.................................. 20,881 16,673
Inventory reserves................................. 5,061 4,554
Net operating loss carry forward................... 35,106 17,214
Excess book-over tax depreciation.................. 3,836 --
Other.............................................. 11,057 --
-------- --------
Total deferred tax asset.............................. $ 76,868 $ 63,181
Deferred tax liabilities:
Excess tax-over-book depreciation.................. $ -- $ 7,713
Equity invested in foreign subsidiaries............ 1,882 5,123
Acquisition intangibles............................ 10,219 5,052
Other.............................................. 1,828 1,016
-------- --------
Total deferred tax liability.......................... 13,929 18,904
-------- --------
Net deferred tax asset before valuation allowance..... 62,939 44,277
Valuation allowance................................... (73,240) (54,100)
-------- --------
Net deferred tax liability............................ $(10,301) $ (9,823)
======== ========
Current deferred liability......................... (1,214) --
-------- --------
Non-Current deferred tax liabilities............... $ (9,087) $ (9,823)
======== ========
44
During 2005, the Company continues to recognize a full valuation allowance of
$73,240 against net deferred tax assets of $62,939. In determining the amount of
valuation allowance necessary, $10,219 and $82 of deferred tax liabilities
related to indefinite long-lived intangibles and foreign deferred taxes,
respectively, have been excluded from the calculation.
During 2004, the Company recorded initial non-cash charges to operations and
other comprehensive loss of $49,033 and $5,057 (a deferred tax asset was
established, followed by immediate recognition of a full valuation allowance
offsetting the benefit in other comprehensive loss), respectively, to establish
a total valuation allowance of $54,100 against net deferred tax assets of
$44,277 (exclusive of deferred tax liabilities related to indefinite long-lived
intangibles). The charge was calculated as a result of restructuring costs
incurred and a recent history of domestic book losses, in accordance with the
provisions of SFAS 109, which requires an assessment of both positive and
negative evidence when measuring the need for a valuation allowance. Evidence,
such as operating results during the most recent three-year period is given
more weight when, due to our current lack of profit visibility, there is a
greater degree of uncertainty that the level of future profitability needed to
record the deferred tax assets will be achieved. Our results over the most
recent three-year period were heavily affected by our recent business
restructuring activities. The Company's cumulative loss in the most recent
three-year period, represents sufficient negative evidence to require a
valuation allowance under the provisions of SFAS 109.
The Company will maintain a valuation allowance until sufficient positive
evidence exists to support its reduction or reversal.
During 2005, the Company received taxable dividends from subsidiary earnings and
profits previously accrued for under APB 23, "Accounting for Income
Taxes-Special Areas". For 2004, the Company provided $5,123 of deferred tax
expense on $13,845 of retained earnings of certain international subsidiaries.
An income tax provision had not been recorded previously as it was determined
that these earnings would be reinvested in properties and plants and working
capital. Restructuring activities that took place during 2004 changed that
determination. Deferred taxes on retained earnings of the remaining
international subsidiaries have not been recognized as the income is determined
to be permanently reinvested.
The provision for income taxes consists of the following:
2005 2004 2003
------ ------- ------
Current tax expense:
Current:
U.S. Federal.................................... $ -- $(5,600) $1,790
Foreign......................................... 2,266 1,650 (585)
State........................................... 112 186 338
Deferred tax expense............................... 477 29,027 776
------ ------- ------
Total tax expense............................... $2,855 $25,263 $2,319
====== ======= ======
The income tax provision differed from the total income tax expense as computed
by applying the statutory U.S. Federal income tax rate to income before income
taxes. The reasons for the differences are as follows:
2005 2004 2003
-------- -------- -------
Statutory U.S. Federal taxes................... $(16,413) $(25,142) $ 3,924
Difference due to:
Foreign taxes............................... 901 2,679 (1,009)
State taxes................................. (1,254) 123 223
U.S. permanent differences.................. 1,980 -- --
Valuation allowance......................... 16,949 49,033 --
Equity Interest in Foreign Subsidiaries..... -- 5,123 --
Reversal of loss accruals no longer
required................................. -- (4,667) (288)
State loss carryover........................ -- -- (412)
Net operating loss carryback................ -- (748) --
Other....................................... 692 (1,138) (119)
-------- -------- -------
Provision for taxes......................... $ 2,855 $ 25,263 $ 2,319
======== ======== =======
45
The following presents the U.S. and non-U.S. components of (loss) income before
income taxes:
2005 2004 2003
-------- -------- -------
U.S. (loss) income ............................. $(42,448) $(70,919) $10,320
Non-U.S. (loss) income ......................... (5,826) (3,029) 1,221
-------- -------- -------
(Loss) income before income taxes ........... $(48,274) $(73,948) $11,541
======== ======== =======
During the third quarter ended October 30, 2004 the Company underwent a change
in ownership within the definition of Sec. 382 of the Internal Revenue Code. The
pre-change net operating loss carry forward is subject to a substantial annual
limitation under Sec. 382. The Company had previously placed a valuation
allowance against all its net deferred tax assets.
5. RECEIVABLES
Receivables by major classification are as follows:
2005 2004
------- -------
Trade accounts receivable................................... $56,709 $61,417
Less allowance for doubtful accounts........................ 3,483 2,961
------- -------
Net trade accounts receivable............................ 53,226 58,456
Other accounts and notes receivable......................... 1,398 1,890
------- -------
Total receivables........................................ $54,624 $60,346
======= =======
6. INVENTORIES
Inventories by major classification are as follows:
2005 2004
-------- --------
Finished goods ........................................... $101,982 $122,769
Goods in process ......................................... 1,854 7,096
Raw materials and supplies ............................... 3,115 9,583
-------- --------
Total ................................................. $106,951 $139,448
======== ========
Excess of replacement cost over LIFO value of
Inventories ........................................... $ 5,564 $ 6,482
======== ========
During the fiscal years ended January 2005 and 2004 LIFO liquidations reduced
costs of sales by $857 and $2,804, respectively.
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment by major classification are as follows:
2005 2004
-------- --------
Land ..................................................... $ 4,198 $ 6,242
Buildings ................................................ 45,026 61,620
Machinery and equipment .................................. 111,357 139,787
Tooling .................................................. 23,767 26,602
-------- --------
Total ................................................. 184,348 234,251
Less accumulated depreciation ............................ 161,199 160,576
-------- --------
Property, plant and equipment-- net ...................... $ 23,149 $ 73,675
======== ========
Depreciation expense totaled $12,063, $11,417 and $13,899 during the fiscal
years ended January 2005, 2004 and 2003, respectively.
46
8. COMMITMENTS AND CONTINGENCIES
The Company is involved in various routine legal proceedings incidental to the
operation of its business. The Company does not believe that it is reasonably
possible that any ongoing or pending litigation will have a material effect on
the future financial position, net income or cash flows of the Company.
Notwithstanding the foregoing, legal proceedings involve an element of
uncertainty. Future developments could cause these legal proceedings to have a
material adverse effect on the Company's future financial statements.
In prior years, the Company received grants and entered into New York
Development Capital Grant Disbursement agreements. Under the agreements, the
Company is obligated to employ a predetermined number of persons at its Oneida,
New York and Buffalo, New York facilities. If the predetermined number of
employees is not met, the Company is required to repay a prorated share of the
grants. As of January 29, 2005 and January 31, 2004, the Company did not meet
the criteria in the Buffalo, New York facility. The Company received a waiver
for January 31, 2004 from the New York Empire State Development Agency and will
request a similar waiver for January 29, 2005. If the waiver is not granted, the
Company will be required to repay $520 as of January 29, 2005. The Company has
fully provided for the repayment of the prorated portion of the grants as of
January 29, 2005
The March, 2004 Phase II study of the Buffalo China, Inc. manufacturing facility
in Buffalo, New York, prepared in connection with the sale of that facility,
discovered a reportable event relative to the presence of petroleum on that
site. On March 15, 2004 the Borrower reported the presence of the petroleum to
the New York State Department of Environmental Conservation and on June 16, 2004
provided a Petroleum Release Remediation Work Plan to the New York State
Department of Environmental Conservation relative to this site. Remediation Work
was completed in December 2004, and the expense was approximately $200.
In February 2005, the New York State Department of Environmental Conservation
raised additional concerns of other hazardous substances at the former Buffalo
China, Inc. manufacturing facility which was sold in March 2004, and for which
Buffalo China, Inc. retains environmental liability through the fall of 2005.
The Company's Buffalo China, Inc. subsidiary plans to continue to work with the
New York State Department of Environmental Conservation to reach a
mutually-acceptable resolution of these issues. As of the date of the financial
statements not all testing necessary to determine the full nature and extent of
the contamination has been completed. Not withstanding, at this early juncture,
the Company has reserved $1,400 related to the matter based on estimates
prepared by an external environmental consultant hired by the Company.
On April 20, 2005 the Company received notice from the US Environmental
Protection Agency of potential liability for clean up of a site owned and used
by its former subsidiary, Leavens Manufacturing Co, Inc. The extent of the
Company's liability, if any, cannot be reasonably estimated as of the date of
this filing.
The Company entered into a five year purchase agreement with Niagara Ceramics
Corporation, the buyer of the Buffalo China manufacturing and decorating
facility, on March 12, 2004. The Company and the buyer of Buffalo China are
currently in dispute over the minimum purchase commitments stipulated in the
agreement, and have commenced a dispute resolution process. As of January 29,
2005, the Company has adequately provided for the possibility of an unfavorable
outcome with respect to this dispute.
The Company entered into a three year purchase agreement with Sherrill
Manufacturing, Inc., the buyer of the manufacturing assets located in Sherrill,
New York, on March 22, 2005. The agreement stipulates purchase commitments
through the three year term of the agreement. Additionally the contract contains
a leaseback arrangement, whereby the Company will lease warehouse and office
space from the buyer. The agreement also states that if the buyer enters into
leases with third parties which result in total rental payments made by the
Company and by third parties pursuant to separate leases during the second year
of the initial term exceeding $1,150, the buyer shall pay the Company fifty
percent of any amount it receives in excess of $1,150.
In September 2001, the Company entered into a new three-year distribution
agreement with a supplier. This contract stipulates purchase commitments through
the term of the agreement. In addition, the Company was required to maintain a
$1,000 stand-by letter of credit for the first two years of the agreement. In
2005 and 2004 purchase commitments under this agreement amounted to $4,900. The
agreement expired in September 2004.
The Company's United Kingdom subsidiary periodically enters into forward foreign
currency contracts in order to hedge against the volatility of the U.S. dollar.
The contracts are entered into because the United Kingdom operation purchases
certain amounts of inventory denominated in U.S. dollars. During 2005 and 2004,
foreign currency losses of $314 and $543, respectively, are included in cost of
sales in the consolidated statement of operations. The total amounts of such
losses represent the portion of the change in the fair value of the forward
contracts.
The Company leases numerous factory stores, warehouses and office facilities.
Lease expense charged to operations was $12,232, $9,597 and $9,197 for fiscal
years ended January 2005, 2004 and 2003, respectively. All leases are recognized
on a straight-line basis over the minimum lease term.
Future minimum payments for all non-cancelable operating leases having a
remaining term in excess of one year at January 2005 are as follows:
Commitment
----------
2006............................. $ 5,419
2007............................. 3,916
2008............................. 2,901
2009............................. 2,070
2010............................. 1,173
Remainder........................ 2,449
-------
Total......................... $17,928
=======
47
Under the provisions of some leases, the Company pays taxes, maintenance,
insurance and other operating expenses related to leased premises. These amounts
are not included in the minimum lease payments above.
9. DEBT
On August 9, 2004 the Company completed the comprehensive restructuring of the
existing indebtedness with its lenders, along with new covenants based upon then
current financial projections. The restructuring included the conversion of $30
million of principal amount of debt into an issuance of a total of 29.85 million
shares of the common stock of the Company to the individual members of the
lender group or their respective nominees. The common shares were issued in
blocks proportionate to the amount of debt held by each lender. As of August 9,
2004, these shares of common stock represented approximately 62% of the
outstanding shares of common stock of the Company. In addition to the debt to
equity conversion, the Company received a new $30 million revolving credit
facility from the lenders and restructured the balance of the existing
indebtedness into a Tranche A loan of $125 million and a Tranche B loan of
approximately $80 million. All the restructured bank debt is secured by a first
priority lien over substantially all of the Company's and its domestic
subsidiaries' assets. The Tranche A loan will mature in three years and require
amortization of principal based on available cash flow and fixed amortization of
$1,500 per quarter beginning in the third year. Interest on the Tranche A loan
will accrue at LIBOR (London Inter Bank Offered Rate) plus 6%-8.25% depending on
the leverage ratio. The Tranche B loan will mature in 3 1/2 years with no
required amortization. Interest on the Tranche B loan will accrue at LIBOR plus
13% with a maximum interest rate of 17%. The Tranche B loan has a Payment in
Kind (PIK) option, at the Company's discretion, that permits the compounding of
the interest in lieu of payment. During the third and fourth quarters, the
Company chose the PIK option and cash interest was not paid on the Tranche B
debt. The debt and equity restructuring constituted a change in control of the
Company. There are several employee benefit plans that have triggers if a change
of control occurs. The appropriate plans were amended to allow the debt and
equity transaction without triggering the change in control provision. In
addition, the Shareholder Rights Plan was terminated.
The restructured debt agreement has several covenants including maximum total
leverage ratio, cash interest coverage ratio, total interest coverage ratio, and
consolidated minimum Earnings Before Interest, Taxes, Depreciation, Amortization
and Restructuring Expenses (EBITDAR). The Company was in compliance with its
covenants as of January 29, 2005, but anticipated violating the covenants at
the end of the second quarter of the fiscal year ending January 28, 2006. As
a result, in March 2005 the Company began discussing amendments to those
covenants with its lenders. On April 7, 2005, the Company's lending syndicate
approved an amendment to the Company's credit agreement providing less
restrictive financial covenants (beginning with the first quarter of the
fiscal year ending January 2006), consenting to the sale of certain non-core
assets, and authorizing the release of certain proceeds from the assets sold.
The revised financial covenants extend through the fiscal year ending January
2007. Therefore, as a result of the amendment to the credit agreement described
above and the additional actions taken by the Company during the fiscal year
ended January 29, 2005 and subsequent to the balance sheet date, the Company's
Independent Registered Public Accounting Firm has excluded the "Going Concern"
explanatory paragraph from their report dated April 14, 2005 that was previously
included in the Independent Registered Public Accounting Firm's report, dated
April 30, 2004, for the prior fiscal year ended January 31, 2004.
Short-term debt consists of the following at January 29, 2005 and January 31,
2004:
January 29, January 31,
2005 2004
----------- -----------
Barclay's Bank (United Kingdom) $8,623 $4,050
Oneida Savings Bank -- 2,000
Italian IRB -- 650
HSBC (Shanghai) 954 954
------ ------
Total Short-term debt: $9,577 $7,654
====== ======
The Company is currently in negotiation with Barclay's Bank (UK) to renew Oneida
UK's working capital and letter of credit banking facility which, unless
renewed, expires April 2005.
The following table is a summary of the long-term debt at January 29, 2005 and
January 31, 2004 respectively:
Outstanding at Outstanding at
Debt Instrument January 29, 2005 January 31, 2004
--------------- ---------------- ----------------
Senior notes due May 31, 2005 (9.49%) ............................. $ -- $ 18,038
Amended and restated revolving credit agreement due May 31, 2005... -- --
(1.56%-5.13%) .................................................. -- 202,000
Tranche A - Base Rate, due August 9, 2007 ......................... 632 --
Tranche A - LIBOR, due August 9, 2007 ............................. 115,000 --
Tranche B - LIBOR, due February 9, 2008 ........................... 82,914 --
Revolver - LIBOR, due February 9, 2007 ............................ 5,000 --
Swingline - Base Rate, due February 9, 2007 ............................ 700 --
Other debt at various interest rates (3.00%-8.33%), due through 2010 ... 2,670 3,176
-------- ---------
Total Debt: 206,916 223,214
Less Current Portion: (2,572) (223,214)
-------- ---------
Long-Term Debt: $204,344 $ 0
======== =========
48
At January 29, 2005 and January 31, 2004 the Company had outstanding letters of
credit of $18,731 and $16,174 respectively.
The following table summarizes maturities of long-term debt for each of the next
five fiscal years ending in January:
Fiscal Year Amount
----------- --------
2006 $ 2,572
2007 21
2008 121,353
2009 82,936
2010+ 34
--------
$206,916
========
At January 29, 2005, the Company had available liquidity of $20,778 ($4,300 from
the Swingline and $16,478 from unused lines of credit) to be drawn upon as
needed with a blended interest rate of 6.61%.
Total interest costs incurred by the Company are presented net of capitalized
interest of $97, $159 and $112 for fiscal year ended January 2005, 2004 and
2003, respectively.
10. ACCRUED LIABILITIES
Accrued liabilities by major classification are as follows for fiscal years
ended January 29, 2005 and January 31, 2004:
January 29, 2005 January 31, 2004
---------------- ----------------
Vacation pay ................ $ 3,610 $ 5,136
Wages and commissions ....... 2,166 2,191
Workers compensation ........ 6,872 6,307
Postretirement liabilities... 40 4,037
Other employee benefits ..... 3,110 1,655
Interest payable ............ 2,209 1,320
Corporate income taxes ...... 767 852
Rebates ..................... 3,698 2,801
Freight/duty ................ 1,067 1,758
Professional fees ........... 2,355 1,609
Markdowns/advertising ....... 1,920 952
Environmental remediation.... 1,400 --
Other accruals .............. 4,437 5,671
------- -------
Total .................... $33,651 $34,289
======= =======
11. RETIREMENT BENEFIT AND EMPLOYEE SECURITY PLANS
United States Defined Benefit Pension Plans
The Company maintains defined benefit plans covering the majority of employees
in the United States. Employees of the Silversmiths Division are covered by both
an Employee Stock Ownership Plan (ESOP) and a defined benefit pension plan.
49
The net periodic pension cost for the Company's United States (US) qualified
defined benefit plans for fiscal years ended January 2005, 2004 and 2003 were as
follows:
2005 2004 2003
------- ------- -------
Service cost ..................... $ 152 $ 1,383 $ 1,062
Interest cost .................... 4,040 3,004 2,656
Expected return on plan assets ... (2,213) (1,808) (2,008)
Curtailment loss ................. 2,863 383 --
Net amortization ................. 1,178 197 (118)
------- ------- -------
Net periodic pension cost ..... $ 6,020 $ 3,159 $ 1,592
======= ======= =======
In determining the net periodic pension cost, the weighted average discount rate
was 6.25%, 6.75% and 6.90%, respectively, for the fiscal years ended January
2005, 2004, and 2003.
During fiscal year ended January 2005 the Company amended two of its US pension
plans to freeze benefit accruals resulting in recognition of a curtailment
charge of $2,577. The Company recognized an additional charge of $286 on another
domestic pension plan as a result of employee terminations.
50
US plan assets consist primarily of stocks, bonds, and cash equivalents. The
following table presents a reconciliation of the funded status of the plans and
assumptions, based on valuations performed at January 29, 2005 and January 31,
2004 respectively.
2005 2004
-------- --------
Change in benefit obligation:
Benefit obligation-beginning of year .......... $(61,778) $(45,593)
Service cost .................................. (152) (1,383)
Interest cost ................................. (4,040) (3,004)
Benefits paid ................................. 2,390 2,566
Amendment ..................................... (689) --
Curtailment gain .............................. 182 0
Actuarial (loss) gain ......................... (5,991) (14,364)
-------- --------
Benefit obligation-end of year ................ $(70,078) $(61,778)
======== ========
Change in plan assets:
Fair value of plan assets-beginning of year ... $ 26,336 $ 20,849
Actual return on plan assets .................. 1,135 3,524
Employer contribution ......................... 4,324 4,529
Benefits paid ................................. (2,390) (2,566)
-------- --------
Fair value of plan assets-end of year ......... $ 29,405 $ 26,336
======== ========
Funded status ................................. $(40,673) $(35,442)
Unrecognized net losses ....................... 25,792 20,090
Unrecognized prior service cost ............... 222 2,425
Unrecognized net asset ........................ (158) (195)
-------- --------
Accrued benefit cost .......................... (14,817) (13,122)
Additional minimum liability .................. (25,856) (22,141)
-------- --------
Total accrued benefit cost .................... $(40,673) $(35,263)
======== ========
Current portion accrued benefit cost .......... $(17,667) $(11,004)
======== ========
Long-term portion accrued benefit cost ........ $(23,006) $(24,259)
======== ========
Range of weighted average assumptions as of
the end of January
Discount rate ................................. 6.0% 6.25%
Expected return on plan assets ................ 8.0-8.5% 8.0-8.5%
Rate of compensation increase ................. 0% 0-2.5%
The accumulated benefit obligation for the defined benefit plans for fiscal
years ended January 2005 and 2004 was $70,078 and $61,778, respectively.
FASB 87 "Employers' Accounting for Pensions" requires recognition in the balance
sheet of an additional minimum liability for pension plans with accumulated
benefit obligation in excess of plan assets. At January 2005 and 2004
respectively, the accumulated benefit obligation exceeded the plan assets
resulting in the recognition of a cumulative additional minimum pension
liability of $25,856 and $22,141, an intangible asset of $222 and $2,425 and a
cumulative charge to shareholders' equity, net of tax benefit, of $23,337 and
$17,413. The difference of $5,919 between the current year change in the
additional minimum pension liability and intangible pension asset is included in
other comprehensive (loss) income. A valuation allowance was recorded to
continuing operations for the beginning of year 2004 deferred tax asset
associated with the beginning of the year 2004 benefit obligation. Due to
continuing losses incurred by the Company, subsequent charges to equity
resulting from recognition of additional minimum pension liabilities are without
deferred tax benefit.
Subsequent to year end, the Company filed a request with the Internal Revenue
Service seeking permission to waive the remaining minimum funding requirement
for 2005 of $7,811. If the waiver is not granted, the Company would make this
payment during 2006. Assuming the waiver is granted, the Company expects to
contribute cash contributions of $9,173 to its U.S. pension plans through 2006.
If the waiver is not approved, the Company would contribute the $7,811 related
to the prior year in addition to the $9,173 for 2006.
51
Pension benefit payment amounts are anticipated to be paid as follows:
Fiscal Year U.S. Plans
----------- ----------
2006 $ 2,092
2007 2,115
2008 2,255
2009 2,569
2010 2,873
2011-2015 21,458
The asset allocation for the Company's primary pension plans at the end of 2005
and 2004, and the target allocation for 2006, by asset category, are as follows:
Range of Target % of Plan Assets % of Plan Assets
Asset Category Asset Allocation 2005 2004
----------------------- ---------------- ---------------- ----------------
Equity securities 40 - 80% 72% 64%
Fixed income securities 20 - 60% 28% 36%
--- ---
Total 100% 100%
=== ===
The Company's investment strategy is to obtain a 4.5% per year real rate of
return over a three to five year time period while maintaining a moderate level
of principal stability. Assets will be diversified among traditional investments
in equity and fixed income instruments. It would be anticipated that a modest
allocation to cash would exist within the plans, since each investment manager
is likely to hold fractional cash in a portfolio.
Non-United States Pension Plan
The Company maintains a defined benefit pension plan covering the employees of
its U.K. subsidiary. There are no other Non-United States pension plans. The net
periodic pension cost for the Non-U.S. defined benefit plan for 2005 is as
follows:
2005
-------
Service cost .................... $ 127
Interest cost ................... 2,109
Expected return on plan assets .. (1,430)
Net amortization ................ 443
-------
Net periodic pension cost .... $ 1,249
=======
The Company began recording the U.K. pension plan under SFAS 87 during the
fiscal year ended January 29, 2005. The pension plan did not have a material
impact to the prior year financial statements.
In determining the net periodic pension cost, the weighted average discount rate
was 6.25%.
52
The Non-US plan assets consist primarily of stocks, bonds, and cash equivalents.
The following table presents a reconciliation of the funded status of the plans
and assumptions, based on a valuation performed at January 29, 2005.
2005
-------
Change in benefit obligation:
Benefit obligation-beginning of year .......... $(7,283)
Service cost .................................. (27)
Interest cost ................................. (447)
Member contributions .......................... (17)
Benefits paid ................................. 295
Actuarial (loss) gain ......................... 2,162
-------
Benefit obligation-end of year ................ $(5,317)
=======
Change in plan assets:
Fair value of plan assets-beginning of year ... $ 3,814
Actual return on plan assets .................. 363
Employer contribution ......................... 228
Member contributions .......................... 17
Benefits paid ................................. (295)
-------
Fair value of plan assets-end of year ......... 4,127
=======
Funded status ................................. (1,190)
Unrecognized net losses ....................... (58)
-------
Accrued benefit cost .......................... (1,248)
Additional minimum liability .................. 0
-------
Total accrued benefit cost .................... $(1,248)
=======
Current portion accrued benefit cost .......... --
=======
Long-term portion accrued benefit cost ........ $(1,248)
=======
Range of weighted average assumptions as of
the end of January
Discount rate ................................. 6.0%
Expected return on plan assets ................ 8.0%
Rate of compensation increase ................. 1.25%
The accumulated benefit obligation for the defined benefit plan for fiscal year
ended January 2005 was $5,317.
Pension benefit payment amounts are anticipated to be paid as follows:
Year Non-U.S. Plans
---- --------------
2006 $ 246
2007 254
2008 259
2009 266
2010 270
2011-2015 1,636
53
The asset allocation for the Company's Non-U.S. pension plans at the end of
fiscal years ended January 2005 and the target allocation for 2006, by asset
category, are as follows:
Range of Target % of Plan Assets
Asset Category Asset Allocation 2005
----------------------- ---------------- ----------------
Equity securities 40-80% 66%
Fixed income securities 20-60% 34%
---
Total 100%
===
Contributions towards retirement benefits are invested in a unit linked contract
which offers a choice of both equity and no-equity linked investment options and
a switch facility with in a range of investment options. Assets will be
diversified among traditional investments in equity and fixed income
instruments. It would be anticipated that a modest allocation to cash would
exist within the plans, since each investment manager is likely to hold
fractional cash in a portfolio.
United States Supplemental Executive Retirement Plan
The Company maintains a variety of non-qualified plans designed to provide
additional retirement benefits to key employees of the company and its
subsidiaries, the most significant of which are the Supplemental Executive
Retirement Plan (SERP), the defined benefit restoration plan, the deferred
compensation plan and the Oneida Ltd. security plan.
Upon retirement, SERP participants receive an annual retirement allowance, as
defined by the plan, less amounts paid under the qualified retirement plan,
social security and retirement allowances from previous employers. All
participants under this plan are currently retired and receiving benefit
payments. Outstanding liabilities amounted to $1,326 and $1,172 for fiscal years
ended January 2005 and 2004, respectively. The Company incurred expenses for
fiscal years ended January 2005, 2004 and 2003 of $297, $496 and $0,
respectively.
The Company maintains an unfunded defined benefit restoration plan for certain
employees designed similar to the SERP. This plan was frozen during 2005 and
benefits for employees not vested were terminated. A curtailment charge of $638
was recorded as a result of the freeze amendment. For fiscal years ended January
2005 and 2004 respectively, the Company recorded an accumulated benefit
obligation of $2,887 and $3,585. For fiscal years ended January 2005 and 2004
respectively, the accumulated benefit obligation exceeded the plan assets
resulting in the recognition of an additional minimum pension liability of $321
and $2,462, an intangible pension asset of $0 and $2,135 and a cumulative charge
to shareholders' equity, net of tax benefit, of $276 and $282. A deferred tax
asset valuation allowance was recorded for the year ended January 2004
associated with the beginning of fiscal year 2004 benefit obligation. Due to
continuing losses incurred by the Company, subsequent charges to equity from
recognition of additional minimum pension liabilities are without deferred tax
benefit. Pension expense for fiscal years ended 2005, 2004 and 2003,
respectively was $655, $582 and $587.
The Company offers a deferred compensation plan for select employees who may
elect to defer a certain percentage of annual salary. The company does not match
any contributions. Each participant earns interest based upon the Moody's Baa
corporate bond rate, adjusted quarterly, on their respective deferred
compensation balance. Upon retirement or termination, participants are generally
paid out in monthly installments over 10 years. The company maintains a
liability for total deferred compensation and accrued interest of $5,203 and
$5,593 for the fiscal years ended January 2005 and 2004, respectively. Deferred
compensation expense amounted to $377, $399 and $448 for the fiscal years ended
January 2005, 2004 and 2003, respectively
The Company maintained a non-qualified security plan designed to provide
supplemental retirement benefits to select management employees. The plan was
terminated in 1982 and the retirement benefits frozen at that time. The Company
continued to pay monthly benefits to participants of the plan until July 31,
2004, at which time the Company terminated the entire remaining liability and
recorded $1,330 to other income as a result of the termination. For the fiscal
years ended January 2005 and 2004, respectively, liabilities associated with
this plan were $0 and $1,472.
Dividends on all ESOP shares are added to participant accounts. Future
contributions to the ESOP will be in the form of either cash or treasury shares.
The transfer of treasury shares resulted in expense for fiscal years ended
54
January 2005, 2004 and 2003, respectively, of $0, $799 and $0. Expense is
recorded as the fair value of the treasury stock contributed to the plan
The Company also maintains a salary deferral 401(k) plan covering substantially
all employees. The net pension cost associated with the Company's defined
contribution plans was $129, $126 and $106, for the fiscal years ended January
2005, 2004, and 2003, respectively.
Postretirement Health Care and Life Insurance Benefits
The Company reimbursed a portion of the health care and life insurance benefits
for the majority of its domestic retired employees who had attained specified
age and service requirements. On April 27, 2004, the Company announced that it
had terminated the Oneida Ltd. Retiree Group Medical Plan (the plan) effective
May 31, 2004. The Company continues to provide these benefits for employees of
its Canadian subsidiary and employees of Buffalo China, Inc., as well as
continuing life insurance benefit to its domestic employees.
Net periodic postretirement benefit cost for all plans for fiscal years ended
January 2005, 2004 and 2003 included the following components:
2005 2004 2003
-------- ------ ------
Service cost ............................... $ 143 $1,398 $1,491
Interest cost .............................. 903 5,945 5,916
Net amortization ........................... (911) 984 1,006
Settlement Charge .......................... (62,007) -- --
Curtailment gain ........................... (122) (556) 0
-------- ------ ------
Net periodic postretirement benefit cost ... $(61,994) $7,771 $8,413
======== ====== ======
In determining the net periodic postretirement benefit cost, the weighted
average discount rate was 6.25%, 6.75% and 6.90%, respectively, for the fiscal
years ended January 2005, 2004, and 2003. The Company recorded the one-time plan
termination benefits as other income. Additionally, the Company recorded gains
from curtailment as a result of reductions in the Company's domestic workforce.
The following table sets forth the status of the Company's postretirement plans,
which are unfunded based on valuations performed at January 31, 2005 and 2004,
respectively:
2005 2004
-------- --------
Change in benefit obligation
Benefit obligation - beginning of year ................... $(97,019) $(92,758)
Service cost ............................................. (143) (1,398)
Interest cost ............................................ (903) (5,945)
Benefits paid ............................................ 3,299 5,108
Employee contributions ................................... (956) (1,018)
Amendments ............................................... 45,732 2,076
Settlements .............................................. 47,603 --
Actuarial loss ........................................... (470) (3,084)
-------- --------
Benefit obligation - end of year ......................... $ (2,857) $(97,019)
======== ========
Funded status ............................................ $ (2,857) $(97,019)
Unrecognized net losses .................................. 335 32,498
Unrecognized prior service cost .......................... (111) (2,446)
-------- --------
Accrued postretirement benefit cost ...................... (2,633) (66,967)
Less current portion .................................. -- 4,037
-------- --------
Accrued postretirement benefit cost ...................... $ (2,633) $(62,930)
======== ========
Weighted average assumptions as of the end of January
Discount rate ............................................ 6.00% 6.25%
Healthcare inflation rate ................................ 7.80% 8.00%
Prescription drug inflation rate ......................... N/A 6.0-9.0%
55
Employee Security Plan
The Company maintains an employee security plan which provides severance
benefits for all eligible employees of the Company and its subsidiaries losing
their jobs in the event of a change in control as defined by the plan. Employees
are eligible if they have one year or more of service and are not covered by a
collective bargaining agreement. The plan provides two and one half months of
pay for each year of service, up to twenty-four months maximum, and a
continuation of health care and life insurance benefits on the same basis. The
plan was amended during fiscal year ended January 29, 2005 such that the August
9, 2004 restructuring of the Company's bank debt and related stock issuance were
not deemed to be a "change of control" for the purpose of the plan.
12. STOCKHOLDERS' EQUITY
Securities outstanding include $1 par value Common Stock and 6% Cumulative
Preferred Stock. Each holder of Common Stock is entitled to one vote for each
share of Common Stock held. Subject to the rights of holders of 6% Cumulative
Preferred Stock, holders of Common Stock are entitled to receive dividends at
the discretion of the Board of Directors. In liquidation, subject to the prior
rights of holders of 6% Cumulative Preferred Stock, holders of Common Stock,
upon a distribution of capital assets, shall receive any and all assets
remaining to be distributed after distribution to the holders of the 6%
Cumulative Preferred Stock. Cumulative Preferred Stock carries no pre-emptive
rights, conversion rights, redemption rights or sinking fund provisions.
Holders of 6% Cumulative Preferred Stock are entitled to receive, when and as
declared from surplus or from net profits, dividends at the rate of 6% per annum
which are payable in arrears. Upon liquidation and any distribution of capital
assets, holders of 6% Cumulative Preferred Stock shall be entitled to receive an
amount equal to the par value of the stock, plus an amount equivalent to all
unpaid accumulated dividends, before any distribution is made to any other class
of stock. The Company's Preferred Stock has no preference in involuntary
liquidation considerably in excess of the par or stated value of the shares.
Preferred Stock carries no pre-emptive rights, conversion rights and sinking
fund provisions. The Company has the right to redeem the 6% Cumulative Preferred
Stock upon the payment of the sum of $30 a share and an amount equivalent to all
unpaid accumulated dividends thereon to the date fixed for redemption.
No shares of 6% Cumulative Preferred Stock were issued upon conversion, exercise
or satisfaction of required conditions during the fiscal years ended January 29,
2005 and January 31, 2004. All shares of Common Stock that were issued upon
conversion, exercise or satisfaction of required conditions are included in note
13. As of January 29, 2005 and January 31, 2004, there is $129 of dividends in
arrears on 6% Cumulative Preferred stock dividends. Under its current lending
agreement, the Company is restricted from paying all dividends. Accumulated
dividends during the period are deducted from income available to common
shareholders to calculate earnings per share.
13. STOCK PLANS
Employee Stock Purchase Plan
At January 2005, under the terms of a qualified stock purchase plan, the Company
has not reserved shares of common stock for issuance to its employees. The
purchase price of the stock is the lower of 90% of the market price at the time
of grant or at the time of exercise. The Company terminated the Employee Stock
Purchase Plan on June 30, 2004. Unexercised rights that expired on this date
were not made available for future grants.
2005 2004 2003
--------- --------- ---------
Outstanding at beginning of year .............. 239,626 318,047 326,421
Exercised during the year ..................... (36,628) (44,955) (30,551)
Expired during the year ....................... (202,998) (324,708) (320,374)
Granted during the year ....................... -- 291,242 342,551
--------- --------- ---------
Outstanding at end of year .................... -- 239,626 318,047
========= ========= =========
Average per share price of rights exercised ... $ 1.61 $ 6.47 $ 14.97
========= ========= =========
No expense was incurred as a result of accounting for this plan.
56
Stock Option Plan
Options were granted at exercise prices equal to the fair value on the date of
the grant and may be paid for in cash or by tendering previously held common
stock of the Company at the time the option is exercised. Stock options are
non-transferable other than on death, vest over five years from date of grant
and expire ten years from date of grant.
Option Price
-------------------------
(Thousands)
No. of Shares Per Share Total
------------- ----------- -----------
Outstanding at
January 2002 ... 1,174,857 7.58-28.13 $22,033
Granted ........ 349,000 18.17 6,341
Exercised ...... (15,325) 12.42-16.60 (116)
Expired ........ (41,765) (926)
--------- -------
Outstanding at
January 2003 ... 1,466,767 7.58-28.13 27,332
Granted ........ 235,410 11.00 2,590
Exercised ...... (3,700) 7.58-9.08 (29)
Expired ........ (253,903) (4,744)
--------- -------
Outstanding at
January 2004.... 1,444,574 7.58-28.13 25,149
Granted......... 26,000 1.00-1.53 39
Exercised....... 0 0
Expired......... (426,804) (7,342)
--------- -------
Outstanding at
January 2005.... 1,043,770 1.00-28.13 $17,846
========= =======
Options Outstanding at January 2005
Weighted Average Weighted Average
Range of Exercise Prices Options Outstanding Remaining Life In Years Exercise Price
------------------------ ------------------- ----------------------- ----------------
1.00-1.53 26,000 10.00 1.49
9.08-12.42 232,920 6.81 11.29
16.60-19.00 570,066 6.37 17.77
21.88-28.13 214,784 3.82 23.50
---------
1,043,770
=========
Options Exercisable at January 2005
Weighted Average
Range of Exercise Prices Options Exercisable Exercise Price
------------------------ ------------------- ----------------
1.00-1.53 0 0
9.08-12.42 89,064 11.75
16.60-19.00 341,862 17.80
21.88-28.13 214,784 23.50
-------
645,710
=======
Options exercisable under the plan at January 2005, 2004 and 2003 amounted to
645,710, 720,661 and 613,860 respectively. The weighted average exercise price
of options exercisable at January 2005, 2004 and 2003 was $18.86, $19.04 and
$18.88, respectively.
At the time options are exercised, the proceeds of the shares issued are
credited to the related stockholders' equity accounts. There were no charges to
income in connection with the options for any of the years presented.
57
Accounting for Stock Plans
For disclosure purpose, the fair value of options granted under both the Stock
Purchase Plan and Stock Option Plan was estimated at the date of grant using a
Black-Scholes options pricing model.
The Company terminated the Employee Stock Purchase Plan effective June 30, 2004.
The valuation of the Stock Purchase Plan used the following weighted average
assumptions for fiscal years ended 2004 and 2003, respectively: risk-free
interest rates of 1.01% and 2.20%; dividend yields of 0.00% and 0.42%;
volatility factors of the expected market price of the Company's common stock of
32.0% and 42.8%; and a weighted average expected life of the option of 9 months
for the prior years ended. The fair value per share for the options granted
during fiscal years ended 2004 and 2003 was $1.68 and $5.37, respectively. No
options were granted in fiscal year ended January 2005. The estimated fair value
of the options is expensed in the year of issue in calculating pro forma
amounts.
The valuation of the Stock Option Plan used the following weighted average
assumptions for fiscal years ended 2005, 2004 and 2003, respectively: risk free
interest rate of 3.59%, 3.07% and 4.41%; dividend yield of 0.00%, 0.00% and
0.44%; volatility factor of the expected price of the Company's common stock of
72.18%, 45.72% and 39.25%; and an expected life of 5.37, 5.53 and 5.54 years.
The fair value per share for the options granted during fiscal years ended 2005,
2004 and 2003 was $0.94, $5.05 and $7.56. The estimated fair value of the
options is expensed over the five-year vesting period in calculating pro forma
amounts.
Restricted Stock Award Plan
The Company has a restricted stock award plan for key employees who are expected
to have a significant impact on the performance of the Company. The stock is
restricted from being sold, transferred or assigned and is forfeitable until it
vests, generally over a three year period. Amounts of awards are determined by
the Management Development and Executive Compensation Committee of the Company's
Board of Directors. Compensation expense relating to awards of restricted stock
is recognized over the vesting period. There have been no restricted stock
awards or expenses incurred in any of the three years presented, and all
previous stock awards have fully vested.
Shareholder Rights Plan
The Company maintained a shareholder rights plan. The rights were distributed to
shareholders at the rate of one right per share. The rights entitle the holder
to purchase one additional share of voting common stock at a substantial
discount and are exercisable only in the event of the acquisition of 20% or more
of the Company's voting common stock, or the commencement of a tender or
exchange offer under which the offeror would own 20% or more of the Company's
voting common stock. By amendment dated August 9, 2004, the amended and restated
Shareholder Rights plan was effectively terminated.
14. OTHER INCOME (EXPENSE)
The components of other income (expense) for the years ended January 2005, 2004
and 2003 are summarized below:
2005 2004 2003
------- ------- -------
Other Income
Currency exchange gain, net .................. $ 604 $ 1,694 $ 3,288
Interest ..................................... 38 169 43
Gain on the sale of non-operating assets ..... -- -- 1,300
Insurance proceeds ........................... -- -- 3,000
Gain on post retirement plan termination ..... 65,684
Other ........................................ 224 791 689
------- ------- -------
Total other income ........................ $66,550 $ 2,654 $ 8,320
======= ======= =======
Other Expense
Currency exchange loss, net .................. $ (722) $(1,108) $(2,611)
Retirement and employee security plan
curtailments ................................. (3,566) -- --
Bank fees .................................... (60) (91) (188)
Other ........................................ (2,842) (1,852) (2,272)
------- ------- -------
Total other expense ....................... $(7,190) $(3,051) $(5,071)
======= ======= =======
58
In 2003, the Company had income of $3,000 generated from insurance proceeds for
recovery of legal costs incurred in connection with a fiscal 2000 unsolicited
takeover attempt.
15. EARNINGS PER SHARE
The following is a reconciliation of basic earnings per share to diluted
earnings per share for fiscal years ended January 2005, 2004 and 2003. The
anti-dilutive shares outstanding were 646,000, 960,000, and 1,651,000, for
fiscal years ended January 2005, 2004 and 2003, respectively
Net Preferred Adjusted
Income Stock Net (Loss) Average Earnings
(Thousands except per share amounts) (Loss) Dividends Income Shares Per Share
----------------------------------------------------------------------------------------------
2005: Basic earnings per share $(51,129) $(129) $(51.258) 30,450 $(1.68)
Effect of stock options
Diluted earnings per share (51,129) (129) (51,258) 30,450 (1.68)
----------------------------------------------------------------------------------------------
2004: Basic earnings per share $(99,211) $(129) $(99,340) 16,606 $(5.98)
Effect of stock options
Diluted earnings per share (99,211) (129) (99,340) 16,606 (5.98)
----------------------------------------------------------------------------------------------
2003: Basic earnings per share $ 9,222 $(129) $ 9,093 16,540 $ .55
Effect of stock options 41
Diluted earnings per share 9,222 (129) 9,093 16,581 .55
----------------------------------------------------------------------------------------------
16. OPERATIONS BY SEGMENT
The Company has three reportable segments,: Foodservice, Consumer and
International. Foodservice and Consumer segments operate in the US.
The Company's consumer segment sells directly to a broad base of retail outlets
including department stores, mass merchandisers, Oneida Home stores and chain
stores. The Company's foodservice segment sells directly or through distributors
to foodservice operations worldwide, including hotels, restaurants, airlines,
cruise lines, schools and healthcare facilities. The Company's international
segment sells to a variety of distributors, foodservice operations and retail
outlets.
The accounting policies of the reportable segments are the same as those
described in Note 1 of the Notes to Consolidated Financial Statements. The
Company evaluates the performance of its segments based on revenue, and reports
segment contributions before unallocated manufacturing costs, unallocated
selling, distribution and administrative costs, restructuring and unusual
charges, interest, miscellaneous income/expenses, corporate expenses and income
taxes. Had additional unallocated manufacturing costs of $34,993 $55,023 and
$25,587 been allocated to the segments in each of the three fiscal years ended
January 2005, 2004 and 2003, respectively, segment direct profits would have
been lower than the amounts reported. The Company does not derive more than 10%
of its total revenues from any individual customer, government agency or export
sales.
59
Segment information for the three fiscal years ended January 2005, 2004 and 2003
is as follows:
2005 2004 2003
-------- -------- --------
Revenues
Net Sales to external customers:
Foodservice $183,056 $193,326 $201,393
Consumer 147,435 175,250 202,638
International 84,545 84,399 87,844
-------- -------- --------
Total segment net sales 415,036 452,975 491,875
Reconciling items:
License fees 2,429 1,466 1,378
-------- -------- --------
Total revenues $417,465 $454,441 $493,253
(Loss) income before income taxes
Segment contributions before unallocated costs
Foodservice 36,763 57,546 74,438
Consumer 3,186 24,405 37,029
International (3,682) 15,147 16,786
-------- -------- --------
Total segment contributions 36,267 97,098 128,253
Unallocated manufacturing costs 34,993 55,023 25,587
Unallocated selling, distribution and
administrative costs 34,017 72,785 77,258
Restructuring charges (323) 9,001 --
Impairment charges 57,150 19,904 --
(Gain) loss on sales of assets (4,573) (2,737) 55
Other income (66,550) (2,654) (8,320)
Other (expense) 7,190 3,051 5,071
Interest expense and deferred financing costs 22,637 16,673 17,061
-------- -------- --------
(Loss) income before income taxes $(48,274) $(73,948) $ 11,541
======== ======== ========
2005
--------
Total assets:
Foodservice ............................... $161,163
Consumer .................................. 94,498
International ............................. 59,869
Shared Assets (a) ......................... 13,282
--------
Total .................................. $328,812
========
Goodwill:
Foodservice ............................... $ 79,506
Consumer .................................. 30,354
International ............................. 11,243
--------
Total .................................. $121,103
========
(a) Shared Assets represent assets that provide economic benefit to all of the
Company's Operating segments. Shared assets are not allocated to operating
segments for internal reporting or decision making purposes.
60
17. SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
Quarter Ended
-----------------------------------------------------------------
2005 May 1, 2004 July 31, 2004 October 30, 2004 January 29, 2005
---- ----------- ------------- ---------------- ----------------
Net sales ..................... $110,645 $101,020 $101,273 $102,098
Gross margin (excluding License
Fee revenue) ............... 30,391 20,814 25,531 12,716
Net income
(loss) ........................ 54,385 (48,291) (23,849) (33,374)
Earnings per share(1):
Basic ...................... $ 3.25 $ (2.88) $ (.57) $ (.72)
Diluted .................... 3.25 (2.88) (.57) (.72)
(1) Basic and diluted earnings per share calculated using weighted average
shares outstanding.
The Company incurred significant adjustments in the fourth quarter of fiscal
year ended January 2005 as follows:
Inventory reserve .................................................... $10,119
Impairment loss on depreciable assets ................................ 3,298
Impairment of intangible assets ...................................... 1,663
Professional fees related to the restructuring plan .................. 2,110
Environmental reserve ................................................ 1,400
-------
Total ............................................................. $18,590
=======
Quarter Ended
--------------------------------------------------------------------
2004 April 26, 2003 July 26, 2003 October 25, 2003 January 31, 2004
---- -------------- ------------- ---------------- ----------------
Net sales ..................... $107,021 $107,137 $117,146 $121,671
Gross margin (excluding License
Fee revenue) ............... 29,506 29,767 18,091 24,764
Net income (loss) ............. (3,385) (3,707) (74,765) (17,354)
Earnings per share:
Basic ...................... (.21) (.23) (4.50) (1.04)
Diluted .................... (.21) (.23) (4.50) (1.04)
18. SUBSEQUENT EVENTS
On March 14, 2005, the Company completed the sale of its Shanghai, China
facility.
On March 22, 2005, the Company completed the sale of its Sherrill, New York
manufacturing facility to Sherrill Manufacturing, Inc. Sherrill Manufacturing,
Inc. will become an independent supplier to the Company, providing flatware
products and various value added services, such as plating and packaging
management.
On April 5, 2005 the Board of Directors approved a stock-based compensation
arrangement for the non-employee members of the Board effective retroactive to
October 25, 2004. Under this arrangement, each non-employee Director as of
October 25, 2004 was granted 10,000 shares of "phantom stock". The value of one
share of "phantom stock" will be equal to the value of one share of the
Company's Common Stockon the relevant determination date. Each grant will vest
at a rate of 20% on the date of grant, 30% on October 25, 2005 and October 25,
2006, respectively, and 20% on October 25, 2007.
On April 7, 2005, the Company's lending syndicate approved an amendment to the
Company's credit agreement providing less restrictive financial covenants,
consenting to the sale of certain assets and authorizing the release of certain
non-core proceeds from the assets sold.
On April 12, 2005 the Company announced the closure of its foodservice
distribution warehouse facility located in Buffalo, NY.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
61
None.
ITEM 9A. CONTROLS AND PROCEDURES.
As required by Exchange Act Rule 13a-15(b), we carried out an evaluation, under
the supervision and with the participation of our Chairman of the Board of
Directors and former President and Chief Executive Officer and our Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by
this report.
The purpose of disclosure controls is to ensure that information required to be
disclosed in our reports filed with the SEC is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including our
Chairman of the Board of Directors and former President and Chief Executive
Officer and our Chief Financial Officer, to allow timely decisions regarding
required disclosure. The purpose of internal controls is to provide reasonable
assurance that our transactions are properly authorized, our assets are
safeguarded against unauthorized or improper use and our transactions are
properly recorded and reported to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.
Our management does not expect that our disclosure controls or our internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable rather than absolute
assurance that the objectives of the control system are met. The design of a
control system must also reflect the fact that there are resource constraints,
with the benefits of controls considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud (if
any) within the company have been detected. There inherent limitations include
the realities that judgments in decision-making can be faulty and that simple
errors or mistakes can occur. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.
Our internal controls are evaluated on an ongoing basis by personnel in our
organization and by our independent auditors in connection with their audit and
review activities. The overall goals of these various evaluation activities are
to monitor our disclosure and internal controls and to make modifications as
necessary, as disclosure and internal controls are intended to be dynamic
systems that change (including improvements and corrections as conditions
warrant). Part of this evaluation is to determine whether there were any
significant deficiencies or material weaknesses in our internal controls, or
whether we had identified any acts of fraud involving personnel who have
significant role in the internal controls. Significant deficiencies are control
issues that could have a significant adverse effect on the ability to record,
process, summarize and report financial data in the financial statements;
material weaknesses are particularly serious conditions where the internal
control does not reduce to a relatively low level the risk that misstatements
caused by error or fraud may occur in amounts that would be material in relation
to the financial statements and not be detected within a timely period by
employees in the normal course of performing their assigned functions.
62
Based upon this evaluation, our Chairman of the Board of Directors and former
President and Chief Executive Officer and our Chief Financial Officer concluded
that, subject to the limitations noted above, both our disclosure controls and
procedures and our internal controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
SEC filings and that information required to be disclosed by us in these
periodic filings is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and that our internal controls
are effective to provide reasonable assurance that our financial statements are
fairly presented in conformity with the generally accepted accounting
principles.
There have been no changes in our internal controls over financial reporting
that occurred during our last fiscal quarter that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
MANAGEMENT'S REPORT ON INTERNAL CONTROL
April 14, 2005
To the Stockholders of Oneida Ltd.
The management of Oneida Ltd. is responsible for the preparation, integrity,
objectivity and fair presentation of the financial statements and other
financial information presented in this report. The financial statements have
been prepared in conformity with accounting principles generally accepted in the
United States of America and reflect the effects of certain judgments and
estimates made by management.
In order to ensure that our internal control over financial reporting is
effective, management regularly assesses such controls and did so most recently
for our financial reporting as of January 29, 2005. This assessment was based on
criteria for effective internal control over financial reporting described in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, referred to as COSO. Our assessment
included the documentation and understanding of our internal control over
financial reporting. We have evaluated the design effectiveness and tested the
operating effectiveness of internal controls to form our conclusion.
Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. Our internal control over financial
reporting includes those policies and procedures that pertain to maintaining
records that, in reasonable detail, accurately and fairly reflect transactions
and dispositions of assets, providing reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, assuring that receipts
and expenditures are being made in accordance with authorizations of our
management and directors and providing reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of assets
that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Based on this assessment, the undersigned officers concluded that our internal
controls and procedures are effective in timely alerting them to material
information required to be included in our periodic SEC filings and that
information required to be disclosed by us in these periodic filings is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and that our internal controls are effective to
provide reasonable assurance that our financial statements are fairly presented
in conformity with generally accepted accounting principles.
63
The Audit Committee of our Board of Directors, which consists of independent,
non-executive directors, meets regularly with management, the internal auditor
and the independent accountants to review accounting, reporting, auditing and
internal control matters. The committee has direct and private access to both
internal and external auditors.
BDO Seidman, LLP, independent auditors of our financial statements, has reported
on management's assertion with respect to the effectiveness of our internal
control over financial reporting as of January 29, 2005.
/s/ Peter J. Kallet /s/ Andrew G. Church
Peter J. Kallet Andrew G. Church
Chairman of the Board Senior Vice President and Chief Financial Officer
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Oneida Ltd.
Oneida, New York
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control, that Oneida Ltd. and subsidiaries
maintained effective internal control over financial reporting as of January 29,
2005, based on the criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company's management is responsible for maintaining
effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the Company's internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in
64
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that Oneida Ltd. and subsidiaries
maintained effective internal control over financial reporting as of January 29,
2005, is fairly stated, in all material respects, based on the criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). Also in our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of January 29, 2005, based on the criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of
Oneida Ltd. and subsidiaries as of January 29, 2005 and the related consolidated
statements of operations, comprehensive (loss) income, stockholders' equity, and
cash flows for the year then ended and our report dated April 14, 2005 expressed
an unqualified opinion.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
New York, New York
April 14, 2005
65
ITEM 9B. OTHER INFORMATION.
On November 22, 2004 the Company entered into a Letter Agreement with former
executive officer of the Company, Allan H. Conseur providing for the payment of
specified sales commissions. This Letter Agreement, dated November 22, 2005, is
attached as Exhibit 10.21 to this Report.
On January 17, 2005 the Company entered into a Letter Agreement with executive
officer of the Company, Paul Masson, providing for the payment of certain
expense related to Mr. Masson's relocation to Thailand. This Letter Agreement,
dated January 17, 2004, is attached as Exhibit 10.30 to this Report.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Company makes available without cost in the "Investor Information" section
of its Internet website at www.oneida.com, the Company's Corporate Governance
Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter,
Nominating and Corporate Governance Committee Charter and Management Development
and Executive Compensation Committee Charter. Copies of these materials are also
available in print. For print copies, stockholders should submit written
requests to Oneida Ltd., Investor Relations Department, 163-181 Kenwood Avenue,
Oneida, New York 13421. The Company intends to promptly disclose all amendments
to, and waivers of, any of the provisions of these documents on the Company's
website. The Company is not including the information contained on the Company's
website as a part of, or incorporating it by reference into, this Annual Report
on Form 10-K or any other report that the Company files with or furnishes to the
Securities and Exchange Commission.
Directors of the Registrant
66
As of the date of this Report, the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws specify that the Board of
Directors of the Company shall consist of not less than nine nor more than
fifteen Directors. Subject to stockholder approval at the Company's 2005 Annual
Meeting of Stockholders, the minimum required size of the Board of Directors of
the Company shall be reduced to five. The Company's Bylaws and Certificate of
Incorporation also provide that the Board of Directors is divided into three
classes of Directors, each consisting, as nearly as possible, of one third of
the entire Board.
On August 9, 2004 the Company completed the comprehensive restructuring of its
existing indebtedness with its lenders which included the conversion of $30
million of principal amount of debt into an issuance of a total of 29,852,907
shares of the common stock of the Company to the individual members of the
lender group or their respective nominees. As part of this debt to equity
conversion the Company's Board of Directors was reorganized in October 2004 with
the stockholder-lenders designating six of the Board's nine members. As a
result, effective October 25, 2004, the following Company Board members
voluntarily resigned their positions as directors of the Company: William F.
Allyn, Georgia S. Derrico, J. Peter Fobare, Whitney D. Pidot, Catherine H.
Suttmeier and William M. Tuck. In their places, the following individuals were
appointed directors of the Company effective October 25, 2004: William C.
Langley, Hugh R. Rovit, Christopher H. Smith, Fred Spivak, Terry G. Westbrook
and Nick White.
As of April 11, 2005 the Company's Board of Directors was comprised of nine
members, divided into three classes of directors serving staggered terms. As of
that date no family relationships existed among any of the Directors, nor is
there any arrangement or understanding pursuant to which any person was selected
as a Director. Directors hold office for a term ending on the date of the first,
second or third Annual Meeting following the Annual Meeting at which such
Director was elected. At the Company's 2005 Annual Meeting of Stockholders to be
held in May 2005, stockholders will be asked to elect two directors for one-year
terms expiring at the 2006 Annual Meeting, one director for a two-year term
expiring at the 2007 Annual Meeting and three directors for three-year terms
expiring at the 2008 Annual Meeting.
Nominees for Director
The six nominees, Messrs. Langley, Rovit, Smith, Spivak, Westbrook and White,
are members of the present Board of Directors and each was appointed to the
Board in October 2004 for terms expiring in May 2005. Each of these nominees was
recommended by the Nominating and Corporate Governance Committee. Peter J.
Kallet, the Company's current Chairman of the Board and former President and
Chief Executive Officer was elected to a three-year term in 2003. Mr. Kallet has
announced that he will retire from his Board position effective May 25, 2005.
Mr. Kallet's seat will not be filled at the time of his retirement.
Nominees for a one-year terms expiring in May 2006 and Director continuing
in office whose term expires in May 2006
Peter J. Marshall (a)(b).............. Vice President and Chief Finance
Director since August 2002, Age 51 Officer, Dover Technologies
International, Inc.
Mr. Marshall has held the above position for more than the past five years.
Hugh R. Rovit (a)(c)(e)............... Consultant
Director since October 2004, Age 44
Mr. Rovit was a principal of the turnaround management firm Masson &
Company from 2001 through 2005. Previously Mr. Rovit held the position of
Chief Financial Officer of Best Manufacturing, Inc., a manufacturer and
distributor of institutional service apparel and textiles, from 1998
through 2001; Chief Financial Officer of Royce Hosiery Mills, Inc., a
manufacturer and distributor of men's and women's hosiery, from 1991
through 1998; Assistant to the Chairman of The Natori Company, Inc., a
manufacturer of intimate apparel and accessories, from 1991 through 1998;
and Analyst and Associate with Lehman Brothers from 1983 through 1985, and
1985 through 1987, respectively.
Terry G. Westbrook (b)(c)............. President and Chief Executive Officer
of Oneida Ltd.
Director since October 2004, Age 58
67
Mr. Westbrook was named President and Chief Executive Officer of Oneida
Ltd. in March 2005. Since 2003, Mr. Westbrook has been a Managing Director
of Foundation Equity Investors Ltd., a private investment firm. Mr.
Westbrook held the positions of Executive Vice President and Chief
Financial Officer of Amrita Holdings, LLC, a private equity holding
company, from 2002 to 2003; Senior Vice President and Chief Financial
Officer, General Binding Corporation, an office products manufacturer and
supplier, from 1999 through 2002; Senior Vice President and Chief Financial
Officer of Utilicorp United, an energy company, from 1996 through 1998;
Senior Vice President and Chief Financial Officer of The Quaker Oats
Company from 1991 through 1996, and other executive positions with The
Quaker Oats Company from 1984 through 1991; and Vice President, Corporate
Development, Stokely-Van Camp, Inc., a consumer foods and edible oils
manufacturer, from 1982 through 1984. Previously, Mr. Westbrook also held
corporate and operating management positions within General Mills Inc.
Nominee for a two-year term expiring in May 2007 and Director
continuing in office whose term expires in May 2007
Gregory M. Harden (d)(e).............. President and Chief Executive Officer,
Director since 1998, Age 48 Harden Furniture Co., Inc.
Mr. Harden has held the above position for more than the past five years. Mr.
Harden is a director of Phoenix Footwear Group, Inc.
Fred Spivak........................... Senior Managing Director of the
Director since October 2004, Age 53 restructuring firm of Management
Services Consultants, LLC
Mr. Spivak has been Senior Managing Director of the restructuring firm of
Management Services Consultants, LLC since 2004. Mr. Spivak held the
positions of Executive Vice President and Chief Financial Officer of
Colorado Prime Foods, a telemarketer and distributor of food products,
appliances and housewares, from 2000 through 2004; Managing Director and
Chief Operating Officer of Morgan-Walke Associates, a public relations
firm, from 1997 through 2000; Vice President, Finance & Administration and
Chief Financial Officer of Lifetime Hoan Corporation, a distributor of
household cutlery and kitchenware, from 1984 through 1997; and Controller,
Vida Shoes International, an importer and distributor of women's footwear,
from 1981 through 1984. Previously Mr. Spivak held various financial
positions with Olivetti Corporation and was a member of the accounting firm
of KPMG LLP.
Nominees for three-year terms expiring in May 2008
William C. Langley (a)(c)............. Former Executive Vice President and
Chief Credit and Risk Policy Officer
of the banking corporation now known
as JPMorgan Chase & Co.
Director since October 2004, Age 66.
Mr. Langley is a Director of Singer N.V., a Netherlands Antilles corporation.
From 1961 through 1996 Mr. Langley held various executive positions with Hanover
Bank, Manufacturers Hanover Corporation, Chemical Banking Corporation and Chase
Manhattan Corporation, including most recently, Executive Vice President and
Chief Credit and Risk Policy Officer of the banking corporation now known as
JPMorgan Chase & Co.
Christopher H. Smith (a)(b)(c)(d)..... Managing Principal of Alexander, Smith
Director since October 2004, Age 66. & Company, Inc.
Mr. Smith has been Managing Principal of Alexander, Smith & Company, Inc.,
a merchant banking firm, since 1986. In the context of his work with
Alexander, Smith and Company, Inc., Mr. Smith has held executive positions
with a variety of Alexander, Smith and Company clients, including London
Fog Industries, Inc., Escada AG and Puma USA, Inc. Previously Mr. Smith was
of counsel to the law firm of Foley & Lardner from 1994 through 1999;
President and Chief Executive Officer of Barnes Engineering Company, a
designer and manufacturer of electro-optics for defense and commercial
applications, from 1977 through 1986; held several legal and executive
positions, including General Counsel and Chief Executive Officer, with FAG
Bearings Corporation from 1968 through 1997; and a member of the law firm
of Whitman & Ransom from 1966 through 1993.
68
Nick White (d)(e)..................... President and Chief Executive Officer
of White & Associates
Director since October 2004, Age 60
Mr. White has been President and Chief Executive Officer of White & Associates,
a management consulting firm, since 2000. From 1973 through 2000 Mr. White held
numerous executive and management positions with Wal*Mart, including Executive
Vice President, Wal*Mart, Inc. and General Manager of Supercenter division from
1989 to 2000; and Executive Vice President and General Manager of Sam's
Wholesale Club from 1985 through 1989. From 1968 through 1973 Mr. White held a
management position with Spartan-Atlantic Department Stores. Mr. White served in
the United States Marine Corps from 1963 through 1966.
----------
(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(c) Member of the Finance Committee.
(d) Member of the Management Development and Executive Compensation Committee.
(e) Member of the Nominating and Corporate Governance Committee.
Executive Officers of the Registrant
As of April 14, 2005, the persons named below are the executive officers of the
Company and all have been elected to serve in the capacities indicated at the
pleasure of the Oneida Ltd. Board of Directors. No family relationships exist
among any of the executive officers named, nor is there any arrangement or
understanding pursuant to which any person was selected as an officer.
Name, Age and Positions with Company Principal Business Affiliations During Past Five Years
------------------------------------ ------------------------------------------------------
Andrew G. Church, 46 Mr. Church joined the Company as Senior Vice President
Senior Vice President and Chief and Chief Financial Officer in November 2004. Prior to
Financial Officer joining Oneida Ltd, Mr. Church had been Interim Vice
President, Finance of Saleslink Corporation, a
wholly-owned subsidiary of CMGI, Inc., during 2003;
Senior Vice President of Quebecor World, Inc. during
2002; Executive Vice President and Chief Financial
Officer of Nurun, Inc. from 2000 through 2002; Vice
President, Planning and Business Development of
Quebecor Printing (USA) Corp. from 1997-2000; and
Director of Financial Planning & Analysis of Quebecor
Printing, Inc. during 1996. Mr. Church was a Director
of Mindready Solutions, Inc. during 2001-2002. Prior
to 1996, Mr. Church held various general management
and financial positions with Millipore Corporation and
was a member of the accounting firm of Ernst & Young,
LLP.
J. Peter Fobare, 55 Mr. Fobare has held the position of Senior Vice
Senior Vice President and General President and General Manager, Consumer Retail and
Manager, Consumer Retail and Direct Direct Divisions for more than the past five years.
Divisions
James E. Joseph, 44 Mr Joseph was elected Executive Vice President,
Executive Vice President, Worldwide Sales and Marketing in April 2005.
Worldwide Sales and Marketing Mr. Joseph had been Senior Vice President and
General Manager, Foodservice Division from August 2000
through April 2005; Senior Vice President,
International Division from March through August 2000;
and Vice President and Managing Director of Oneida's
European, African and Asian operations from 1998
through March 2000.
Peter J. Kallet, 58 Mr. Kallet was elected Chairman in 2000. He
Chairman of the Board had been President from 1996 through March
and a Director 2005 and Chief Executive Officer from 1998
through March 2005.
69
Paul Masson, 44 Mr. Masson was elected Senior Vice President, Global
Senior Vice President, Global Procurement in December 2005. Mr. Masson had been
Procurement Senior Vice President and Managing Director,
International Division from March 2003 through
December 2005; Vice President, International Division
from July 2001 through March 2003, Managing Director,
Europe, Africa and Asia from August 2000 through July
2001 and Marketing Director of Viners of Sheffield,
Limited from June 2000 through August 2000. Mr. Masson
joined the Company in June 2000 at the time of the
Company's acquisition of Viners of Sheffield, Limited.
Catherine H. Suttmeier, 48 Ms. Suttmeier has held the position of Corporate Vice
Corporate Vice President, Secretary President, Secretary and General Counsel of Oneida
and General Counsel Ltd. for more than the past five years.
Dominick J. Trapasso, 51 Mr. Trapasso joined Oneida Ltd. as Senior Vice
Senior Vice President, Supply Chain President, Supply Chain in March 2004. Prior to
joining Oneida Ltd. Mr. Trapasso had been Senior Vice
President, Operations of Emco Sales and Service from
January 2000 through March 2004.
Terry G. Westbrook, 58 Mr. Westbrook was named President and Chief Executive
President and Chief Executive Officer in March 2005. Mr. Westbrook has been a member
Officer and a Director of Oneida Ltd.'s Board of Directors since October 2004.
Since 2003, Mr. Westbrook has been a Managing Director
of Foundation Equity Investors Ltd., a private
investment firm. Mr. Westbrook held the positions of
Executive Vice President and Chief Financial Officer
of Amrita Holdings, LLC, a private equity holding
company from 2002 to 2003; Senior Vice President and
Chief Financial Officer, General Binding Corporation,
an office products manufacturer and supplier, from
1999 through 2002; Senior Vice President and Chief
Financial Officer of Utilicorp United, an energy
company, from 1996 through 1998; Senior Vice President
and Chief Financial Officer of The Quaker Oats Company
from 1991 through 1996, and other executive positions
with The Quaker Oats Company from 1984 through 1991;
and Vice President, Corporate Development, Stokely-Van
Camp, Inc., a consumer foods and edible oils
manufacturer, from 1982 through 1984. Previously, Mr.
Westbrook also held corporate and operating management
positions within General Mills Inc.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file reports with the Securities and
Exchange Commission disclosing their ownership, and changes in their ownership,
of the Company's stock. Copies of these reports must also be furnished to the
Company. Based solely upon its review of these copies, the Company believes that
during the fiscal year ended in January 2005, all of such forms were filed on a
timely basis by reporting persons.
Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics which applies to
all officers, directors and employees of the Company. Copies of the Company's
Code of Business Conduct and Ethics is available, without cost, on the "Investor
Information" section of the Company's Internet website at www.oneida.com. Print
copies are also available upon receipt of written request addressed to Oneida
Ltd., Investor Relations Department, 163-181 Kenwood Avenue, Oneida, New York
13421. The Company intends to promptly disclose all amendments to, and waivers
of any of the provisions of, the Code of Business Conduct and Ethics on the
Company's website.
70
ITEM 11. EXECUTIVE COMPENSATION.
DIRECTORS' COMPENSATION
Prior to October 25, 2004, Directors who are not employees of the Company
received $19,000 on an annual basis for serving as directors of the Company.
They also received $1,250 per Board meeting, $750 each for the first two
committee meetings held on the day of regular Board meetings, $400 for the third
committee meeting held on the day of regular Board meetings and $750 for special
committee meetings not held on the day of regular Board meetings. Committee
chairpersons received an additional $50 per committee meeting. In lieu of the
foregoing committee meeting and chair fees, the Chairperson of the Audit
Committee received $1,200 for each Audit Committee meeting.
Effective October 25, 2004, Directors who are not employees of the Company
receive $36,000 on an annual basis for serving as Directors of the Company.
Non-Employee Directors who chair a Board committee receive an additional annual
retainer of $6,000. Non-Employee Directors who serve on a Subcommittee receive
an additional retainer of $500 per month. Non-Employee Directors also received
$1,500 per each Board, Committee and Subcommittee meeting. The total of the
monthly Subcommittee retainer and meeting fees cannot exceed $1,500 for any
single Director. In addition to the foregoing retainer and meeting fees, such
Directors will also receive $200 per each hour, up to a maximum of $1,500 per
each day, they spend outside of normal Board, Committee and Subcommittee
meetings in furtherance of the discharge of their fiduciary duties.
On April 5, 2005 the Board of Directors approved a stock-based compensation
arrangement for the non-employee members of the Board. Under this arrangement,
each non-employee Director as of October 25, 2004 was granted 10,000 shares of
"phantom stock". The value of one share of "phantom stock" will be equal to the
value of one share of the Company's Common Stock on the relevant determination
date. Each grant will vest at a rate of 20% on the date of grant, 30% on October
25, 2005 and October 25, 2006, respectively, and 20% on October 25, 2007.
Under the Oneida Ltd. 2000 Non-Employee Directors' Equity Plan, each
non-employee director may elect to receive all or a portion of his or her annual
retainer in Common Stock of the Company. The total number of shares is
determined by dividing the portion of the annual retainer that the director has
elected to receive in Common Stock by the average closing price of the stock for
the five day period immediately preceding the Board of Directors meeting at
which annual retainers are paid. During the past year none of the non-employee
directors elected to receive a portion of his or her annual retainer in Common
Stock.
Pursuant to the 2003 Non-Employee Directors Stock Option Plan, as amended, each
newly elected non-employee member of the Board of Directors is granted an option
to purchase 3,000 shares of the Company's Common Stock upon his or her election
or appointment to the Board. Thereafter, each continuing non-employee member of
the Board is granted an annual option to purchase 1,000 shares of the Company's
Common Stock. All Director options have a per share exercise price equal to the
fair market value of the shares on the date of grant. Director options
automatically vest and become exercisable twelve months from date of grant. All
Director options expire ten years from date of grant.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows for the past three fiscal years the cash
compensation paid by the Company and its subsidiaries, as well as certain other
compensation paid or accrued, to the Company's Chief Executive Officer and each
of the Company's four other most highly compensated executive officers.
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
-------------------------------------------------- ---------- -----------------------
Fiscal Securities
Name and Year Restricted Underlying
Principal Ended Other Annual Stock Options LTIP All Other
Position January (1) Salary (2) Bonus Compensation Awards SARs Payouts(3) Compensation
-------------------- ----------- ---------- ------ ------------ ---------- ---------- ---------- ------------
Peter J. Kallet, 2005 $ 332,307 0 0 0 0 0 0
Chairman of the 2004 366,923 0 0 0 50,000 0 3,884(5)
Board and 2003 340,614 0 0 0 50,000 0 0
Former President
and CEO (4)
Allan H. Conseur, 2005 298,892 0 0 0 0 0 213,460(7)
Executive 2004 391,385 0 0 0 25,000 0 1,787(5)
71
Vice President(6) 2003 362,322 0 0 0 25,000 0 0
J. Peter Fobare 2005 187,978 0 0 0 0 0 0
Senior Vice 2004 202,827 0 0 0 15,000 0 4,227(5)
President 2003 188,284 0 0 0 15,000 0 0
and General
Manager,
Consumer Retail
and Direct
Divisions
James E. Joseph, 2005 176,922 0 0 0 0 0 0
Executive Vice 2004 183,903 0 0 0 15,000 0 2,739(5)
President, 2003 157,112 0 0 0 15,000 0 0
Worldwide Sales
and Marketing(8)
Paul Masson, 2005 266,000(9) 38,000(10) 0 0 0 0 0
Senior Vice 2004 252,000(9) 36,000(10) 0 0 0 0 0
President, Global 2003 211,725(9) 32,000(10) 0 0 0 0 0
Procurement
Dominick J. Trapasso 2005 176,922 0 0 0 0 0 0
Senior Vice 2004 0 0 0 0 0 0 0
President, Supply 2003 0 0 0 0 0 0 0
Chain (11)
----------
(1) Fiscal year ended January 2004 contained 53 weeks, while fiscal years ended
January 2003 and 2005 contained 52 weeks.
(2) Includes amounts deferred pursuant to salary reduction arrangements under
the Oneida Ltd. 401(k) Savings Plan and the Oneida Ltd. Deferred
Compensation Plan for Key Employees.
(3) LTIP: Long-Term Incentive Payments.
(4) Mr. Kallet resigned from his position as President and Chief Executive
Officer effective March 23, 2005. On that date Mr. Terry G. Westbrook was
appointed President and Chief Executive Officer, succeeding Mr. Kallet.
(5) Includes allocation of shares to the executives' accounts under the Oneida
Ltd. Employee Stock Ownership Plan, a defined contribution retirement plan,
for fiscal year ended January 2004 in the following amounts: P.
Kallet--641; A. Conseur--292; J. P. Fobare--737; J. Joseph--479; and P.
Masson--0. Shares are valued at the market price on the dates of
allocations. There were no Employee Stock Ownership Plan allocations for
fiscal years ended January 2003 and 2005.
(6) Mr. Conseur retired from the Company effective July 23, 2004.
(7) Following Mr. Conseur's retirement from the Company, but during the
Company's fiscal year ended January 2005, Mr. Conseur received consulting
fees totaling $192,500 and sales commissions totaling $20,960. Such fees
and commissions were paid pursuant to the Letter Agreement between Mr.
Conseur and the Company dated July 22, 2004 and November 22, 2004,
respectively.
(8) Mr. Joseph was elected Executive Vice President, Worldwide Sales and
Marketing in April 2005. During fiscal years ending January 2005, 2004
and 2003, Mr. Joseph was Senior Vice President and General Manager,
Foodservice Division.
(9) As an employee of the Company's Oneida U.K., Limited subsidiary, Mr.
Masson's salary is paid in English Pounds. Mr. Masson's salary for fiscal
years ended January 2005, 2004 and 2003 was 'L'140,000, 'L'140,000,
and 'L'132,328, respectively. Solely for the purposes of presentation
in this Summary Compensation table, Mr. Masson's salary was translated into
U.S. dollars using the exchange rate in effect on the last day of the
fiscal year during which such salary was paid. The exchange rates used to
convert Mr. Masson's salary for fiscal years ended January 2005, 20043 and
2004 were 1.9, 1.8 and 1.6 1.4, respectively.
(10) As an employee of the Company's Oneida U.K., Limited subsidiary, Mr. Masson
is paid in English Pounds. Mr. Masson's cash incentive for each of fiscal
years ended January 2005, 2004 and 2003 was 'L'20,000. Solely for the
purposes of presentation in this Summary Compensation table, Mr. Masson's
cash incentive was translated into U.S. dollars using the exchange rate in
effect on the last day of the fiscal year during which such cash incentive
was paid. The exchange rates used to convert Mr. Masson's cash incentive
for fiscal years ended January 2005, 2004 and 2003 were 1.9, 1.8 and 1.6,
respectively.
(11) Mr. Trapasso joined the Company on March 15, 2004.
Stock Options
The 2002 Stock Option Plan provides for grants of Common Stock options to
executive officers and key employees of the Company and its subsidiaries. The
exercise price for shares granted is the market value of the shares on the date
of the grant. The exercise price may be paid in cash; from time to time payment
has been allowed in other forms, including exchange of Common Stock of the
Company previously held by the executive. The vesting schedule as well as the
term during which an option may be exercised are established at the time of the
grant.
72
The following table contains information concerning the grant of stock options
under the Company's 2002 Stock Option Plan to the Company's Chief Executive
Officer and each of the Company's other named executive officers as of the end
of the fiscal year ended January 2005.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual
Grants
------------ Potential Realizable
Number of % of Total Value at Assumed
Securities Options/ Annual Rates of
Underlying SARs Stock Price Appreciation
Options/ Granted to Exercise for Option Term
SARs Employees in or Base Expiration ------------------------
Name Granted Fiscal Year Price Date 5% 10%
---- ---------- ------------ -------- ---------- --- ---
P. Kallet...... 0 0 -- -- $0 $0
A. Conseur..... 0 0 -- -- 0 0
J. P. Fobare... 0 0 -- -- 0 0
J. Joseph...... 0 0 -- -- 0 0
P. Masson...... 0 0 -- -- 0 0
D. Trapasso.... 0 0 -- -- 0 0
The following table sets forth information with respect to the named executives
concerning the exercise of options during the fiscal year ended January 2005 and
unexercised options held at the fiscal year ended January 2005.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs
FY-End at FY-End
Shares --------------- -------------
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
---- ----------- -------- -------------- -------------
P. Kallet...... 0 $0 192,000/60,000 $0/$0
A. Conseur..... 0 0 58,570/20,140 0/ 0
J. P. Fobare... 0 0 74,500/18,000 0/ 0
J. Joseph...... 0 0 30,000/17,000 0/ 0
P. Masson...... 0 0 0/0 0/ 0
D. Trapasso.... 0 0 0/0 0/ 0
Pension Plan Table
The Company maintains the Retirement Plan for Employees of Oneida Ltd., a
qualified defined benefit plan (the "Retirement Plan"). Compensation covered by
the Retirement Plan includes base salary and cash incentives reported in the
Summary Compensation Table. The normal retirement benefit at age 65 is based on
years of service and the average annual compensation during the three highest
paid consecutive calendar years from the ten years of employment preceding
retirement. The Retirement Plan was frozen in April 2004 to prevent the addition
of new participants into the plan, the vesting of participants not vested as of
that date and the gain by vested participants of additional credited years of
service. Years of service for the purpose of determining benefits for the named
executives are P. Kallet--35 years, A. Conseur--7 years; J. P. Fobare--30 years;
J. Joseph--15 years; and D. Trapasso - 0 years.
73
The Internal Revenue Code and the Employee Retirement Income Security Act of
1974 limits the amount of benefit that can be paid under the Retirement Plan to
$170,000 and the maximum compensation that can be taken into account in
establishing benefits to $210,000.
The following table shows estimated annual retirement benefits payable in the
form of a straight life annuity beginning at age 65 under the Retirement Plan
assuming retirement during fiscal year ended January 2005 of participants who
have met eligibility requirements for unreduced benefits.
Final
Average
Annual
Earnings 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
-------- -------- -------- -------- -------- -------- -------- --------
$100,000 $ 9,500 $ 14,250 $ 19,000 $ 23,750 $ 28,500 $ 33,250 $ 38,000
120,000 11,400 17,100 22,800 28,500 34,200 39,900 45,600
150,000 14,250 21,375 28,500 35,625 42,750 49,875 57,000
200,000 19,000 28,500 38,000 47,500 57,000 66,500 76,000
250,000 23,750 35,625 47,500 59,375 71,250 83,125 95,000
300,000 28,500 42,750 57,000 71,250 85,500 99,750 114,000
350,000 33,250 49,875 66,500 83,125 99,750 116,375 133,000
400,000 38,000 57,000 76,000 95,000 114,000 133,000 152,000
500,000 47,500 71,250 95,000 118,750 142,500 166,250 190,000
600,000 57,000 85,500 114,000 142,500 171,000 199,500 228,000
700,000 66,500 99,750 133,000 166,250 199,500 232,750 266,000
800,000 76,000 114,000 152,000 190,000 228,000 266,000 304,000
In addition to the Retirement Plan, the named executives also participate in the
Oneida Ltd. Employee Stock Ownership Plan, a qualified defined contribution
plan. Benefits under the Employee Stock Ownership Plan are in the form of
allocations of Company Common Stock pursuant to a formula considers a
participant's compensation during the six-month period prior to the allocation
date and the participant's years of credited service. Employee Stock Ownership
Plan benefits are offset against the benefits to be received under the
Retirement Plan. There were no allocations to the Employee Stock Ownership Plan
accounts of plan participants, including the named executives, for the fiscal
year ended January 2005.
In addition to the benefits provided by the Retirement Plan and Employee Stock
Ownership Plan, the Company maintains a non-qualified Restoration Plan for key
employees and officers selected by the Management Development and Executive
Compensation Committee of the Company's Board of Directors. The Chief Executive
Officer and other current and former officers and key employees, including
certain of the named executives, are participants. The Restoration Plan
guarantees (a) the benefit under the Retirement Plan described above as if the
limitations imposed by the Internal Revenue Code did not apply, plus (b) an
annual retirement allowance equaling 50% for Mr. Kallet and 40% for other
participants of their average annual compensation, actuarially reduced if the
participant retires before age 62, and offset by the participating officer's
other retirement benefits, including restoration benefits. Restoration Plan
benefits are forfeited if the participant retires or otherwise terminates
employment before age 55. The Restoration Plan was frozen in July 2005 to
prevent the addition of new participants and the vesting of existing
participants. Amendments to the Company's Retirement Plan provide a mechanism
for the payment through the Retirement Plan of all or a portion of the benefits
due under the Restoration Plan to Mr. Kallet and certain other former executive
officers of the Company, of whom only Mr. Conseur is among the Company's most
highly compensated executive officers for the fiscal year ended January 2005.
As an employee of the Company's Oneida U.K., Limited subsidiary, Mr. Masson does
not participate in the above described Retirement Plan, Oneida Ltd. Employee
Stock Ownership Plan or Restoration Plan. Rather, Mr. Masson participates in the
Oneida International Retirement Benefit Scheme, a broad-based, defined
contribution group money purchase scheme open to all Oneida U.K., Limited
employees who meet specified participation requirements. The benefit
contribution formula under this plan is a percentage of each participant's base
salary, with executive and
74
managerial employees receiving higher percentages. The plan currently provides
Mr. Masson a monthly contribution equal to 15% of his monthly base salary.
Agreements with Named Executive Officers
The Company had entered into Change in Control Agreements with Messrs. Kallet,
Conseur and Fobare dated November 15, 1999. These agreements, in general,
provided that in the event the officer's employment was terminated as a result
of a Change in Control, as defined in the Agreement, the officer will be
entitled to a severance payment equal to 2.99 times his or her average annual
compensation, health insurance for three years following termination and a
supplemental pension benefit. In July 2004 these Change in Control Agreements
were voluntarily terminated by the Company and Messrs. Kallet, Conseur and
Fobare and replaced with new agreements with each of those individuals dated
July 28, 2004, July 22, 2004 and July 28, 2004, respectively. These agreements
were filed as Exhibits to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 2004.
Mr. Kallet's Agreement dated as of July 28, 2004 provided that Mr. Kallet would
be employed as Chairman of the Board, President and Chief Executive Officer for
a three year term commencing on July 30, 2004, at a base salary of not less than
$300,000. In the event the Agreement was terminated by the Company other than
for "cause", as defined in the Agreement, the Company was required to continue
to pay Mr. Kallet his base salary through the end of the term. This Agreement
was replaced and superseded on March 23, 2005 when the Company and Mr. Kallet
entered into a new agreement of that date setting forth the details of Mr.
Kallet's resignations from his positions of President and Chief Executive
Officer effective March 23, 2005 and Chairman of the Board effective May 25,
2005. This Agreement continues Mr. Kallet's employment by the Company in the
non-officer position of Vice Chairman - Strategic Alliances and Corporate
Development through July 30, 2007 at Mr. Kallet's current annual base salary of
$300,000. In addition, this Agreement makes Mr. Kallet eligible for bonuses in
the amount of $85,000 during each of fiscal years ended January 2006 and 2007,
in the event that certain performance criteria specified in the Agreement are
achieved.
Mr. Conseur's Agreement dated as of July 22, 2004 provided that Mr. Conseur
would resign from his position of Executive Vice President effective July 23,
2004. Pursuant to the Agreement Mr. Consuer will provide various consulting
services, as defined in the Agreement, to the Company during the period July 23,
2004 through March 31, 2005. In exchange for these consulting services, Mr.
Conseur received a consulting fee of $33,000 per month and was eligible for
performance bonuses and sales commissions. The Agreement also provides Mr.
Consuer with severance payments in the amount of $33,000 per month during the
period April 1, 2005 through September 30, 2006 and a schedule for the
accelerated pay out of Mr. Conseur's balance under the Amended and Restated
Oneida Ltd. Deferred Compensation Plan for Key Employees. Subsequently, by
letter agreement dated November 22, 2004, the Company agreed to pay Mr. Conseur
commissions on sales to a specified Company customer during the period October
2004 through January 2006. A copy of this letter agreement is attached as an
Exhibit to this Report.
Mr. Fobare's Agreement dated as of July 28, 2004 provides that Mr. Fobare will
be employed as Senior Vice President and General Manager, Consumer Retail
Markets for a two year term commencing on July 30, 2004, at an annual base
salary of not less than $175,120. In the event the Agreement is terminated by
the Company other than for "good cause", or by Mr. Fobare for "Good Reason", as
such terms are defined in the Agreement, the Company must continue to pay Mr.
Fobare his base salary until the later of the end of the term or six months
after the termination date.
In addition to the above arrangements with named executive officers, the Company
has also entered into agreements with Messrs. Joseph and Masson. Mr. Joseph's
agreement was filed as an Exhibit to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended July 31, 2004, with an amendment thereto filed as
an Exhibit to this Report. A letter agreement covering Mr. Masson's relocation
to Thailand as well as Mr. Masson's Deed of Agreement are filed as Exhibits to
this Report. Mr. Joseph's Agreement dated as of July 28, 2004 provides that Mr.
Joseph will be employed as Senior Vice President and General Manager,
Foodservice for a two year term commencing on July 30, 2004, at an annual base
salary of not less than $187,400. In the event the Agreement is terminated by
the Company other than for "good cause", as such term is defined in the
Agreement, the Company must continue to pay Mr. Joseph his base salary until the
later of the end of the term or six months after the termination date.
Subsequently, by First Amendment to Letter Agreement dated July 28, 2004, the
Company clarified that Mr. Joseph's July 28, 2004 Agreement did not supersede
the Company's prior arrangement to pay Mr. Joseph a specified retention bonus. A
copy of this First Amendment to Letter Agreement dated as of February __, 2005
is attached as an Exhibit to this Report.
75
On January 17, 2005 the Company entered into a letter agreement with Mr. Masson
covering the terms of Mr. Masson's relocation to Thailand. This letter agreement
requires the Company to pay or reimburse Mr. Masson for various housing, travel,
education and insurance expenses associated with his relocation to and stay in
Thailand. On April 15, 2005 the Company, the Company's Oneida International
Limited subsidiary entered into a Deed of Agreement with Mr. Masson. This Deed
of Agreement, which supersedes the January 17, 2005 letter agreement, provides
that Mr. Masson will be employed by the Company's subsidiary, Oneida
International, Limited as Senior Vice President, Global Procurement for a two
year term expiring February 28, 2007, at an annual base salary and annual bonus
of not less than 'L'152,000 and 'L'20,000, respectively. In addition,
the Agreement requires the Company to pay or reimburse Mr. Masson for various
housing, travel, education and insurance expenses associated with his relocation
to Thailand. In the event Mr. Masson's employment is terminated prior to the end
of the term, the Company must continue to pay Mr. Masson his base salary and
annual bonus through the end of the term, as well as a termination bonus equal
to 'L'36,000 multiplied by a fraction, the numerator of which is the number of
complete calendar months worked by Mr. Masson during the year in which his
employment is terminated and the denominator of which is 12. The Company has
guaranteed Oneida International, Limited's performance under this Agreement.
In 1989 the Board of Directors also approved an Employee Security Plan which
provides severance benefits for all eligible employees of the Company who lose
their jobs in the event of a Change in Control. Employees are eligible for these
benefits if they have one year or more of service. Executive officers who are
parties to the agreements described above are not eligible for Employee Security
Plan benefits.
Compensation Committee Interlocks and Insider Participation
During the past fiscal year from February through October 2004, Ms. Georgia S.
Derrico and Messrs. William F. Allyn, Gregory M. Harden, Peter J. Marshall and
William M. Tuck served as members of the Company's Management Development and
Executive Compensation Committee. None of these Committee members was, during or
prior to that period, an officer or employee of the Company or its subsidiaries,
and no such member had any interlocking relationships with the Company that was
subject to disclosure under the rules of the SEC relating to compensation
committees.
From October 2004 through the end of the fiscal year ended January 2005, Messrs.
Peter J. Marshall, Terry G. Westbrook and Nick White served as members of the
Company's Management Development and Executive Compensation Committee. None of
these Committee members was, during or prior to that period, an officer or
employee of the Company or its subsidiaries, and no such member had any
interlocking relationships with the Company that was subject to disclosure under
the rules of the Securities and Exchange Commission relating to compensation
committees.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists the only stockholders known to the Company to be
beneficial owners of more than five percent of the Company's Common Stock as of
January 29, 2005:
Shares
Owned and
Nature of
Name and Address Beneficial Percent of
of Beneficial Owner Ownership Class
------------------- ---------- ----------
JP Morgan Chase Bank............................ 7,378,612 15.8%
270 Park Avenue (1)
New York, NY 10017
Bank of America Corporation..................... 5,574,226 11.9%
76
100 N. Tryon Street
Floor 25, Bank of America Corporate Center (2)
Charlotte, NC 28255
Fidelity Management Trust Company............... 1,544,436 11.02%
Trustee for the Benefit of the Oneida Ltd. (3)
Employee Stock Ownership Plan
82 Devonshire Street
Boston, MA 02109
Anchorage Capital Master Offshore, Ltd.......... 3,351,636 7.2%
650 Madison Avenue, 26th Floor (4)
New York, NY 10022
QDRF Master Ltd................................. 3,180,912 6.8%
375 Park Avenue, 14th Floor (5)
New York, NY 10152
Barclays Bank PLC............................... 3,007,993 6.45%
200 Park Avenue (6)
New York, NY 10166
(1) The Company has received a copy of a Schedule 13D dated August 9, 2004 and
filed with the Securities and Exchange Commission by JPMorgan Chase Bank
reporting beneficial ownership of shares received as a result of the
comprehensive restructuring of the Company's existing indebtedness with its
lenders. This Schedule indicates that shared voting and dispositive power
for all 7,378,612 shares are held JPMorgan Chase Bank.
(2) The Company has received copies of a Schedule 13D dated August 9, 2004 and
a Schedule 13G dated December 31, 2005 filed with the Securities and
Exchange Commission by Bank of America Corporation reporting beneficial
ownership of shares received as a result of the comprehensive restructuring
of the Company's existing indebtedness with its lenders. This Schedule
indicates that shared voting and/or dispositive power for the 5,574,226
shares are held by Bank of America Corporation, NB Holdings Corporation,
Bank of America, N.A., NationsBanc Montgomery Holdings Corporation, Banc of
America Securities LLC, Fleet National Bank, and Banc of America Strategic
Solutions, Inc.
(3) On June 8, 1987, the Company established an Employee Stock Ownership Plan
for the benefit of its Oneida Ltd. employees. The individual employee
participants have sole voting power for the shares. The Company is the
named fiduciary and administrator of the plan, and a committee appointed by
the Board of Directors has sole dispositive power with regard to the
shares, except that the individual employee participants have dispositive
powers with regard to the shares in the event of a tender offer or any
other offer or option to buy or exchange a significant number of shares in
the trust. Fidelity Management Trust Company, as trustee for the plan, has
no discretionary power over the shares.
(4) The Company has received a copy of a Schedule 13D dated August 9, 2004 and
filed with the Securities and Exchange Commission by Anchorage Capital
Masters Offshore, Ltd. reporting beneficial ownership of shares received as
a result of the comprehensive restructuring of the Company's existing
indebtedness with its lenders. This Schedule indicates that shared voting
and/or dispositive power for all 3,351,636 shares are held by Anchorage
Capital Masters Offshore, Ltd., Anchorage Advisors, L.L.C., Anchorage
Advisors Management, L.L.C., and Mr. Kevin M. Ulrich and Mr. Anthony L.
Davis, managing members of Anchorage Advisors, L.L.C.
(5) The Company has received a copy of a Schedule 13D dated August 9, 2004 and
filed with the Securities and Exchange Commission by QDRF Masters Ltd.
reporting beneficial ownership of shares received as a result of the
comprehensive restructuring of the Company's existing indebtedness with its
lenders. This Schedule indicates that shared voting and dispositive power
for the 3,180,912 shares are held by QDRF Master Ltd., Quadrangle Debt
Opportunities Fund Master Ltd., QDRA LLC and Mr. Andrew Herenstein, Mr.
Christopher Santana and Mr. Michael Weinstock, managing members of QDRA
LLC.
(6) The Company has received a copy of a Schedule 13D dated August 9, 2004 and
filed with the Securities and Exchange Commission by Barclays Bank PLC
reporting beneficial ownership of shares received as a result of the
comprehensive restructuring of the Company's existing indebtedness with its
lenders. This Schedule indicates that shared voting and dispositive power
for all 3,007,994 shares are held Barclays Bank PLC and Barclays PLC.
SECURITY OWNERSHIP OF MANAGEMENT
The following table lists the Company's Common Stock beneficially owned by the
management and directors of the Company as of April 1, 2005:
77
Shares Owned
and Nature of
Beneficial Percent of
Name of Beneficial Owner Ownership Class
------------------------ ------------- ----------
Allan H. Conseur ...................................... 70,583(1)(2)
J. Peter Fobare ....................................... 104,927(1)(2)
Gregory M. Harden ..................................... 54,319(3)(4)
James E. Joseph ....................................... 33,455(1)(2)
Peter J. Kallet ....................................... 252,671(1)(2)
William C. Langley .................................... 0(4)
Paul Masson ........................................... 0
Peter J. Marshall ..................................... 6,000(4)(5)
Hugh R. Rovit ......................................... 0(4)
Christopher H. Smith .................................. 0(4)
Fred Spivak ........................................... 0(4)
Dominick Trapasso ..................................... 0(1)(2)
Terry G. Westbrook .................................... 0(4)
Nick White ............................................ 0(4)
Nominees for director and directors and officers as
a group ............................................ 604,900(1)(2)(3)(4)(5)
The nominees and directors and officers as a group own 1.3% (1)(2)(3)(4)(5)
(1) Includes shares which as of April 1, 2005 could be acquired within 60 days
upon the exercise of options under the Oneida Ltd. 1987, 1998 and 2002
Stock Option Plans in the following amounts: A. Conseur - 58,570; J.P.
Fobare--74,500; J. Joseph--30,000; P. Kallet--192,000; P. Masson--0; and D.
Trapasso--0; and other Executive Officers as a group--78,000.
(2) Includes shares held indirectly through the Company's Employee Stock
Ownership Plan, as amended, in the following amounts as of April 1, 2005:
A. Conseur - 696; J. P. Fobare--7,688; J. Joseph--3,445; P. Kallet--11,802;
P. Masson--0; Dominick Trapasso --0; and other Executive Officers as a
group--4,945.
(3) Includes 7,000 shares which as of April 1, 2005 could be acquired within 60
days upon the exercise of options under the 1998 and 2003 Non-Employee
Directors Stock Option Plans, as amended.
(4) On December 22, 2004 this Director was granted options to purchase 3,000
shares under the 2003 Non-Employee Directors Stock Option Plans, as
amended. These options cannot be exercised until October 25, 2005.
(5) Includes 2,000 shares which as of April 1, 2005 could be acquired within 60
days upon the exercise of options under the 1998 and 2003 Non-Employee
Directors Stock Option Plans, as amended.
Change in Control During Last Fiscal Year
On August 9, 2004 the Company completed the comprehensive restructuring of its
existing indebtedness with its lenders. This restructuring included the
conversion of $30 million of principal amount of debt into an issuance of a
total of 29,852,907 shares of the Common Stock of the Company to the individual
members of the lender group or their respective nominees. The Common Shares were
issued to the respective lenders or their respective nominees in blocks of
shares proportionate to the amount of debt held by each lender at the time of
the restructuring. As of August 9, 2004, these 29,852,907 shares of common stock
represented approximately 62% of the outstanding shares of Common Stock of the
Company. As part of this debt to equity conversion the Company's Board of
Directors was also reorganized with the lenders who became shareholders
designating six of the Board's nine members.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has, for over 75 years, used the services of the law firm of
Shearman & Sterling, in which Mr. Whitney D. Pidot, a member of the Company'
Board of Directors until October 2004, was a partner and member of the Executive
Group, for a variety of matters. Management believes that the Company's
relationship with Shearman & Sterling during the past fiscal year was on terms
that were reasonable and in the best interests of the Company.
78
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The service fees billed to the Company by BDO Seidman, LLP for the fiscal year
ended January 29, 2005 and the service fees billed to the Company by its
previous independent auditor, PricewaterhouseCoopers, LLP, for the fiscal year
ended January 31, 2004 are as follows:
January 29, January 31
Fee Type 2005 2004
-------- ----------- ----------
Audit Fees .......................................... $520,000 $ 656,650
Audit-Related Fees .................................. 310,000 194,480
Tax Fees ............................................ 0 171,610
All Other Fees ...................................... 0 110,720
-------- ----------
Total Fees ....................................... $830,000 $1,133,460
Audit Fees includes fees for services related to the audit of the Company's
annual financial statements and review of the Company's quarterly financial
statements that are normally provided by the auditor in connection with
statutory and regulatory filings or engagements for those fiscal years. For
fiscal year ended January 29, 2005, Audit Fees also includes work related to the
audit of the Company's internal controls and procedures required pursuant to the
Sarbanes Oxley Act of 2002.
Audit-Related Fees include fees for assurance and related services that are
reasonable related to the performance of the audit or review of Oneida's
financial statements and are not reported under Audit Fees. The Company's
Audit-Related Fees include, primarily, services provided in connection with
audits of, and other work related to, the Company's various benefits plans.
Tax Fees include fees for tax compliance, tax advice and tax planning
services. The Company's Tax Fees include, primarily, services provided in
connection with the preparation of certain of the Company's and its
international subsidiaries' tax returns, as well as preparation of tax returns
for certain of the Company's expatriate employees.
All Other Fees include fees for all other products and services not
included in Audit Fees, Audit-Related Fees or Tax Fees. The Company's All Other
Fees include services provided in connection with actuarial work related to the
Company's various benefit plans, and for Fiscal Year Ended January 2004,
services provided in connection with the Company's response to a Securities and
Exchange Commission review of the Company's Annual Report for the Fiscal Year
Ended January 2003.
The Audit Committee of the Company's Board of Directors pre-approves all audit
and permissible non-audit services to be provided by the independent auditor. As
part of this approval process, the Audit Committee considers whether such
services are consistent with the Securities and Exchange Commission rules on
auditor independence, as well as whether the independent auditor is best suited
to provide the most effective and efficient services, for reasons such as
familiarity with the Company's business, operations, staff, accounting systems
and the like. All of the services provided in connection with the Audit-Related
Fees, Tax Fees and All Other Fees described in the table above were pre-approved
by the Audit Committee.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
1. Financial Statements
Financial Statements for the Company are listed in the Index to Financial
Statements and Supplementary Data on page 25 of this Report and are filed
as part of this Report.
79
Consent of Independent Registered Public Accounting Firm is included at
pages 83-84 of this Report and is filed as part of this Report.
2. Financial Statement Schedules
Schedule II, Valuation and Qualifying Accounts, for years January ended
2005, 2004 and 2003 is included at page 85 of this Report and is filed as
part of this Report.
All other schedules have been omitted because of the absence of conditions
under which they are required or because the required information is included in
the financial statements submitted.
3. Exhibits
The Exhibit Index begins on page 86 of this Report and the Exhibits
referenced therein are filed as parts of this Report.
80
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ONEIDA LTD.
By: /s/ PETER J. KALLET
-------------------------------------
Peter J. Kallet
Chairman of the Board
Date: April 28, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
Principal Executive Officer
/s/ PETER J. KALLET Chairman of the Board April 28, 2005
----------------------------------------
Peter J. Kallet
Principal Financial Officer
/S/ ANDREW G. CHURCH Senior Vice President and Chief Financial April 28, 2005
---------------------------------------- Officer
Andrew G. Church
Principal Accounting Officer
/s/ GREGG R. DENNY Vice President, Finance and Acting April 28, 2005
---------------------------------------- Corporate Controller
Gregg R. Denny
The Board of Directors
/s/ WILLIAM C. LANGLEY Director April 28, 2005
----------------------------------------
William C. Langley
/s/ GREGORY M. HARDEN Director April 28, 2005
----------------------------------------
Gregory M. Harden
/s/ PETER J. KALLET Chairman of the Board of Directors April 28, 2005
----------------------------------------
Peter J. Kallet
/s/ PETER J. MARSHALL Director April 28, 2005
----------------------------------------
Peter J. Marshall
/s/ HUGH R. ROVIT Director April 28, 2005
----------------------------------------
Hugh R. Rovit
81
/s/ CHRISTOPHER H. SMITH Director April 28, 2005
----------------------------------------
Christopher H. Smith
/s/ FRED SPIVAK Director April 28, 2005
----------------------------------------
Fred Spivak
/s/ NICK WHITE Director April 28, 2005
----------------------------------------
Nick White
/s/ TERRY G. WESTBROOK Director April 28, 2005
----------------------------------------
Terry G. Westbrook
82
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 2-84304, 33-49462, 333-10795, 333-66425,
333-87007 and 333-97491) and Form S-3 (File No. 33-66234) of Oneida Ltd. of our
report dated April 14, 2005 relating to the consolidated financial statements,
the effectiveness of Oneida Ltd. and subsidiaries' internal control over
financial reporting and financial statement schedule, which appear in this
Annual Report on Form 10-K for the fiscal year ended January 29, 2005.
/s/ BDO SEIDMAN, LLP
New York, New York
April 25, 2005
83
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 2-84304, 33-49462, 333-10795, 333-66425, 333-87007
and 333-97491) and S-3 (No. 33-66234) of Oneida Ltd. of our report dated April
30, 2004 relating to the consolidated balance sheet as of January 31, 2004 and
the related consolidated statement of operations, of changes in stockholders'
equity (deficit), of comprehensive (loss) income and of cash flows for the
years ended January 31, 2004 and January 25, 2003 and the schedule II,
valuation and qualifying accounts, for the years ended January 31, 2004
and January 25, 2003 which appears in this Form 10-K.
PricewaterhouseCoopers LLP
Syracuse, New York
/s/ PRICEWATERHOUSECOOPERS, LLP
Syracuse, New York
April 25, 2005
84
SCHEDULE II
ONEIDA LTD.
AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 2005, 2004 AND 2003
(Thousands)
-------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
-------------------------------------------------------------------------------------------
Additions
Balance at Charged to Balance at
Beginning Cost and End of
Description of Period Expenses Deductions Period
-------------------------------------------------------------------------------------------
YEAR ENDED JANUARY 29, 2005:
Reserves deducted from assets to
Which they apply:
Accounts receivable reserves .... $ 2,961 $ 522 -- $ 3,483
======= ======= ======= =======
Inventory reserves .............. 14,002 19,726 11,323(b) 22,405
======= ======= ======= =======
Income Tax Valuation Allowance .. 54,100 19,140 -- 73,240
======= ======= ======= =======
YEAR ENDED JANUARY 31, 2004:
Reserves deducted from assets to
Which they apply:
Accounts receivable reserves .... $ 2,963 $ 2,274 $ 2,276(a) $ 2,961
======= ======= ======= =======
Inventory reserves .............. 3,066 20,967 10,031 14,002
======= ======= ======= =======
Income Tax Valuation Allowance .. -- 54,100 -- 54,100
======= ======= ======= =======
YEAR ENDED JANUARY 25, 2003:
Reserves deducted from assets to
Which they apply:
Accounts receivable reserves .... $ 3,475 $ 3,458 $ 4,060(a) $ 2,963
======= ======= ======= =======
Inventory reserves .............. 4,594 610 2,138(b) 3,066
======= ======= ======= =======
----------
(a) Adjustments and doubtful accounts written off.
(b) Adjustments and inventory disposals.
85
Index to Exhibits
3.1 The Company's Restated Articles of Incorporation, as amended and
restated.
3.2 The Company's By-Laws, as amended and restated.
4.1 Amended and Restated Rights Agreement adopted by the Board of Directors
on October 27, 1999, and dated December 3, 1999, as amended.
10.1 Second Amended and Restated Credit Agreement dated as of August 9, 2004
between Oneida Ltd., the financial institutions named in the Second
Amended and Restated Credit Agreement and JPMorgan Chase Bank as
Administrative Agent and Collateral Agent, which is incorporated by
reference to the Registrant's Current Report on Form 8-K dated as of
August 9, 2004.
10.2 Amended and Restated Security Agreement dated as of August 9, 2004,
between Oneida Ltd., those domestic subsidiaries of Oneida Ltd. which
are named as Guarantors in the Amended and Restated Security Agreement
and JPMorgan Chase Bank, as Collateral Agent, which is incorporated by
reference to the Registrant's Current Report on Form 8-K dated as of
August 9, 2004.
10.3 Amended and Restated Pledge Security Agreement dated as of August 9,
2004, between Oneida Ltd., those domestic subsidiaries of Oneida Ltd.
which are named as Guarantors in the Amended and Restated Pledge
Security Agreement and JPMorgan Chase Bank, as Collateral Agent, which
is incorporated by reference to the Registrant's Current Report on Form
8-K dated as of August 9, 2004.
10.4 Second Amended and Restated Collateral Agency and Intercreditor
Agreement dated as of August 9, 2004, between Oneida Ltd., those
domestic subsidiaries of Oneida Ltd. which are named as Guarantors in
the Second Amended and Restated Collateral Agency and Intercreditor
Agreement, JPMorgan Chase Bank as Collateral Agent, Administrative
Agent, Swingline Lender, Issuing Bank, and Existing Trade L/C Issuer,
the Lenders as defined in the Second Amended and Restated Collateral
Agency and Intercreditor Agreement, Bank of America, N.A., as issuer of
the Bank of America L/C, and HSBC Bank USA, National Association, as
issuer of the HSBC China L/C, which is incorporated by reference to the
Registrant's Current Report on Form 8-K dated as of August 9, 2004.
10.5 Amended and Restated Consolidated Subsidiary Guarantee Agreement dated
as of August 9, 2004, between Oneida Ltd., those domestic subsidiaries
of Oneida Ltd. which are named as Guarantors in the Amended and Restated
Consolidated Subsidiary Guarantee Agreement and JPMorgan Chase Bank, as
Collateral Agent and Administrative Agent, which is incorporated by
reference to the Registrant's Current Report on Form 8-K dated as of
August 9, 2004.
10.6 Amended and Restated Consolidated Subsidiary Subordination Agreement
dated as of August 9, 2004, between Oneida Ltd., those domestic
subsidiaries of Oneida Ltd. which are named as Guarantors in the Amended
and Restated Consolidated Subsidiary Subordination Agreement and
JPMorgan Chase Bank, as Collateral Agent and Administrative Agent, which
is incorporated by reference to the Registrant's Current Report on Form
8-K dated as of August 9, 2004.
10.7 Securities Exchange Agreement dated as of August 9, 2004, between Oneida
Ltd. and the purchasers set forth in the Securities Exchange Agreement,
which is incorporated by reference to the Registrant's Current Report on
Form 8-K dated as of August 9, 2004.
10.8 Registration Rights Agreement dated as of August 9, 2004, between Oneida
Ltd. and the entities set forth on Schedule 1 to the Registration Rights
Agreement, which is incorporated by reference to the Registrant's
Current Report on Form 8-K dated as of August 9, 2004.
10.9 Amended and Restated Mortgage, Assignment of Leases and Rents and
Security Agreement and Fixture Filing in the amount of $8,432,000.00
dated as of August 18, 2004, between Oneida Food
86
Service, Inc., The Erie County Industrial Development Agency and
JPMorgan Chase Bank, as collateral agent, which is incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 31, 2004.
10.10 Amended and Restated Mortgage, Assignment of Leases and Rents and
Security Agreement and Fixture Filing in the amount of $6,600,000.00
dated as of August 18, 2004, between Oneida Food Service, Inc., The Erie
County Industrial Development Agency and JPMorgan Chase Bank, as
collateral agent, which is incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 31, 2004.
10.11 Amended and Restated Mortgage, Assignment of Leases and Rents and
Security Agreement and Fixture Filing in the amount of $20,115,000.00
dated as of August 31, 2004, between Oneida Silversmiths, Inc., The
Oneida County Industrial Development Agency and JPMorgan Chase Bank, as
collateral agent, which is incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 31, 2004.
10.12 Mortgage Spreader Agreement in the amount of $20,115,000.00 dated as of
August 31, 2004, between Oneida Silversmiths, Inc., The Oneida County
Industrial Development Agency and JPMorgan Chase Bank, as collateral
agent, which is incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 31, 2004.
10.13 Amended and Restated Mortgage, Assignment of Leases and Rents and
Security Agreement and Fixture Filing in the amount of $20,943,726.74
dated as of August 31, 2004, between Oneida Silversmiths, Inc., The
Oneida County Industrial Development Agency and JPMorgan Chase Bank, as
collateral agent, which is incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 31, 2004.
10.14 Mortgage Spreader Agreement in the amount of $20,943,726.74 dated as of
August 31, 2004, between Oneida Silversmiths, Inc. The Oneida County
Industrial Development Agency and JPMorgan Chase Bank, as collateral
agent, which is incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 31, 2004.
10.15 Amended and Restated Mortgage, Assignment of Leases and Rents and
Security Agreement and Fixture Filing in the amount of $191,500.00 dated
as of August 9, 2004, between Oneida Ltd. and JPMorgan Chase Bank, as
collateral agent, which is incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 31, 2004.
10.16 Limited Waiver to the Second Amended and Restated Credit Agreement dated
as of August 9, 2004, between Oneida Ltd., JP Morgan Chase Bank and the
various lenders named in the Agreement, which is incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended October 30, 2004. The Limited Waiver is dated as of
September 23, 2004.
10.17 Amendment No. 1 to the Second Amended and Restated Credit Agreement
dated as of August 9, 2004, between Oneida Ltd., JP Morgan Chase Bank
and the various lenders named in the Agreement, which is incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended October 30, 2004. Amendment No. 1 is dated as of October
15, 2004.
10.18 Consent and Amendment No. 2 to the Second Amended and Restated Credit
Agreement dated as of August 9, 2004, between Oneida Ltd., JP Morgan
Chase Bank and the various lenders named in the Agreement. The Consent
and Amendment No. 2 is dated as of February 2, 2005.
10.19 Consent, Waiver and Amendment No. 3 to the Second Amended and Restated
Credit Agreement dated as of August 9, 2004, between Oneida Ltd., JP
Morgan Chase Bank and the various lenders named in the Agreement which
is incorporated by reference to the Registrant's Current Report on Form
8-K dated April 12, 2005. The Consent, Waiver and Amendment No. 3 is
dated as of April 7, 2005.
87
10.20 Agreement with former executive officer of the Company, Allan H.
Conseur, dated July 22, 2004, which is incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended October
30, 2004.
10.21 Letter Agreement with former executive officer of the Company, Allan H.
Conseur dated November 22, 2004.
10.22 Agreement with former executive officer of the Company, Harold J.
DeBarr, dated August 2, 2004, which is incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended October
30, 2004.
10.23 Agreement with former executive officer of the Company, Gregg R. Denny,
dated July 28, 2004, which is incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended October
30, 2004.
10.24 Agreement with executive officer of the Company, J. Peter Fobare dated
July 28, 2004, which is incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended October 30, 2004.
10.25 Agreement with executive officer of the Company, James E. Joseph, dated
July 28, 2004, which is incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended October 30, 2004.
10.26 First Amendment to the Letter Agreement Dated July 28, 2004 with
executive officer of the Company, James E. Joseph dated February __,
2005.
10.27 Agreement with executive officer of the Company, Catherine H. Suttmeier,
dated July 28, 2004, which is incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended October
30, 2004.
10.28 Agreement with executive officer of the Company, Andrew G. Church, dated
November 12, 2004, which is incorporated by reference to the
Registrant's Current Report on Form 8-K dated November 22, 2004.
10.29 Letter agreement with executive officer of the Company, Paul Masson,
dated January 17, 2005.
10.30 Deed of Agreement between the Company, the Company's Oneida U.K. Limited
subsidiary and executive officer of the Company, Paul Masson, dated
April 12, 2005.
10.31 Agreement with former executive officer of the Company, Peter J. Kallet,
dated March 23, 2005, which is incorporated by reference to the
Registrant's Current Report on Form 8-K dated as of March 23, 2005.
10.32 Oneida Ltd. 2002 Stock Option Plan adopted by the Board of Directors and
approved by stockholders on May 29, 2002, which is incorporated by
reference to the Registrant's Annual Report on Form 10-K for the year
ended January 25, 2003.
10.33 Oneida Ltd. 2003 Non-Employee Director Stock Option Plan adopted by the
Board of Directors and approved by stockholders on May 29, 2002, as
amended and restated.
10.34 Oneida Ltd. Employee Security Plan adopted by the Board of Directors on
July 26, 1989, as amended.
10.35 Amended and Restated Oneida Ltd. Restricted Stock Award Plan adopted by
the Board of Directors on March 29, 2000, and approved by the
stockholders on May 31, 2000, as amended and restated.
88
10.36 Amended and Restated Oneida Ltd. Deferred Compensation Plan for Key
Employees adopted by the Board of Directors on October 27, 1999, and
effective November 1, 1999, as amended and restated.
10.37 Oneida Ltd. Restoration Plan adopted by the Board of Directors on
February 28, 2000, as amended and restated.
10.38 Oneida Ltd. 2000 Non-Employee Directors' Equity Plan adopted by the
Board of Directors on March 29, 2000, and approved by the stockholders
on May 31, 2000, which is incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended January 27, 2001.
10.39 1st Amendment to the Retirement Plan for Employees of Oneida Ltd. dated
as of December 11, 2002, and adopted by the Board of Directors on
December 11, 2002, which is incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended January 25,
2003.
10.40 4th Amendment to the Retirement Plan for Employees of Oneida Ltd. dated
as of April 8, 2004, and adopted by the Board of Directors on April 8,
2004, which is incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended January 31, 2004.
10.41 Oneida Ltd. Management Annual Incentive Plan Fiscal Year January 2006
Cash Bonus Adopted by the Board of Directors on April 5, 2005, which is
incorporated by reference to the Registrant's Current Report on Form 8-K
dated April 11, 2005.
21 Subsidiaries of the Registrant.
31.1 Certification of Chairman Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chairman Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
89
STATEMENT OF DIFFERENCES
The British pound sterling sign shall be expressed as........................'L'