**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-Q**

 

| **(Mark One)**                                                                                                                                                                                                                                                                                |   |                                                                                              |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------|
| **ý**                                                                                                                                                                                                                                                                                    |   | **QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|                                                                                                                                                                                                                                                                                          |
| **For the quarterly period ended August 30,  2003**                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                          |
| **OR**                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                          |
| **o**                                                                                                                                                                                                                                                                                         |   | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15 (d)****OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                                                          |
| **For the transition period  from                       to                    ** |

 

**Commission File Number****1-6699**

 

**INTERNATIONAL MULTIFOODSCORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                                        |   | **41-0871880**                       |
|-------------------------------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization)                      |   | (I.R.S. Employer Identification No.) |
|                                                                                |   |                                 |
| **110 Cheshire Lane, Suite 300, Minnetonka, Minnesota**                             |   | **55305**                            |
| (Address of principal executive offices)                                            |   | (Zip Code)                           |
|                                                                                |   |                                 |
| **(952) 594-3300**                                                                  |
| (Registrant’s telephone number, including area code)                           |
|                                                                                |   |                                 |
| **(not applicable)**                                                                |
| (Former name, former address and former fiscal year, if changed since  last report) |
|                                                                                     |        |                                      |  |  |

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

Yes  ý         No o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Exchange Act).

Yes  ý         No o

 

The number of shares outstanding of the registrant’sCommon Stock, par value $.10 per share, as of October 3, 2003 was 19,308,806.

 

 

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**PART I. FINANCIALINFORMATION**

 

INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES

 

Consolidated Condensed Statements of Operations

(unaudited)

(in thousands, except per share amounts)

 
|                                                                        |   | **THREE  MONTHS ENDED** |    | **SIX MONTHS  ENDED** |   |
|-----------------------------------------------------------------------------|--------|-------------------------|---------|-----------------------|--------|
|                                                                        |   | **Aug. 30,  2003**      |    | **Aug. 31,  2002**    |   | **Aug. 30,  2003** |   | **Aug. 31,  2002** |   |
| Net sales                                                                   |   | $                       | 208,438 |                  | $      | 210,055 |   | $ | 422,336 |   | $ | 420,482 |   |
| Cost of goods sold                                                          |   | (170,234                | )       | (168,593              | )      | (348,519 | ) | (336,990 | ) |
| Gross profit                                                                |   | 38,204                  |    | 41,462                |   | 73,817 |   | 83,492 |   |
| Selling, general and administrative                                         |   | (25,983                 | )       | (28,154               | )      | (53,766 | ) | (58,375 | ) |
| Unusual items                                                               |   | (889                    | )       | —                |   | (4,404 | ) | — |   |
| Operating  earnings                                                         |   | 11,332                  |    | 13,308                |   | 15,647 |   | 25,117 |   |
| Interest, net                                                               |   | (6,129                  | )       | (6,288                | )      | (12,363 | ) | (12,764 | ) |
| Other income (expense), net                                                 |   | (4,453                  | )       | —                |   | (3,032 | ) | — |   |
| Earnings from  continuing operations before income taxes                    |   | 750                     |    | 7,020                 |   | 252 |   | 12,353 |   |
| Income taxes                                                                |   | 137                     |    | (2,667                | )      | 332 |   | (4,694 | ) |
| Earnings from continuing operations                                         |   | 887                     |    | 4,353                 |   | 584 |   | 7,659 |   |
| Discontinued operations:                                                    |   |                    |    |                  |   |   |   |   |   |
| Operating loss, after tax                                                   |   | —                  |    | (6,468                | )      | — |   | (4,870 | ) |
| Cumulative effect of change in accounting  principle, net of tax of $23,781 |   | —                  |    | —                |   | — |   | (41,342 | ) |
| Net loss on  disposition, net  of tax of $14,362                            |   | —                  |    | (25,922               | )      | — |   | (25,922 | ) |
| Loss from discontinued operations                                           |   | —                  |    | (32,390               | )      | — |   | (72,134 | ) |
| Net earnings (loss)                                                         |   | $                       | 887     |                  | $      | (28,037 | ) | $ | 584 |   | $ | (64,475 | ) |
|                                                                        |   |                    |    |                  |   |   |   |   |   |
| Basic earnings (loss) per share:                                            |   |                    |    |                  |   |   |   |   |   |
| Continuing operations                                                       |   | $                       | 0.05    |                  | $      | 0.23 |   | $ | 0.03 |   | $ | 0.40 |   |
| Discontinued operations                                                     |   | —                  |    | (1.70                 | )      | — |   | (3.78 | ) |
| Total                                                                       |   | $                       | 0.05    |                  | $      | (1.47 | ) | $ | 0.03 |   | $ | (3.38 | ) |
|                                                                        |   |                    |    |                  |   |   |   |   |   |
| Diluted earnings (loss) per share:                                          |   |                    |    |                  |   |   |   |   |   |
| Continuing  operations                                                      |   | $                       | 0.05    |                  | $      | 0.22 |   | $ | 0.03 |   | $ | 0.39 |   |
| Discontinued operations                                                     |   | —                  |    | (1.66                 | )      | — |   | (3.70 | ) |
| Total                                                                       |   | $                       | 0.05    |                  | $      | (1.44 | ) | $ | 0.03 |   | $ | (3.31 | ) |
|                                                                        |   |                    |    |                  |   |   |   |   |   |
| Average shares of common stock outstanding:                                 |   |                    |    |                  |   |   |   |   |   |
| Basic                                                                       |   | 19,253                  |    | 19,095                |   | 19,223 |   | 19,062 |   |
| Diluted                                                                     |   | 19,547                  |    | 19,491                |   | 19,429 |   | 19,473 |   |

 

See accompanying notes toconsolidated condensed financial statements.

 

2

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INTERNATIONAL MULTIFOODSCORPORATION AND SUBSIDIARIES

 

Consolidated Condensed Balance Sheets

(in thousands)

 
|                                            |   | **(Unaudited)  Aug. 30,  2003** |    | **Condensed  from audited  financial  statements  March 1,  2003** |   |
|-------------------------------------------------|--------|---------------------------------|---------|--------------------------------------------------------------------|--------|
| **Assets**                                      |   |                            |    |                                                               |   |
| Current assets:                                 |   |                            |    |                                                               |   |
| Cash and cash equivalents                       |   | $                               | 1,467   |                                                               | $      | 1,203 |   |
| Trade accounts receivable, net                  |   | 69,288                          |    | 43,909                                                             |   |
| Inventories                                     |   | 152,052                         |    | 124,659                                                            |   |
| Other current  assets                           |   | 37,081                          |    | 46,242                                                             |   |
| Total current  assets                           |   | 259,888                         |    | 216,013                                                            |   |
| Property, plant and equipment, net              |   | 239,191                         |    | 235,118                                                            |   |
| Goodwill, net                                   |   | 63,810                          |    | 63,358                                                             |   |
| Other intangible assets, net                    |   | 135,509                         |    | 135,986                                                            |   |
| Other assets                                    |   | 116,740                         |    | 115,789                                                            |   |
| Total assets                                    |   | $                               | 815,138 |                                                               | $      | 766,264 |   |
|                                            |   |                            |    |                                                               |   |
| **Liabilities and Shareholders’ Equity**   |   |                            |    |                                                               |   |
| Current liabilities:                            |   |                            |    |                                                               |   |
| Notes payable                                   |   | $                               | 61,457  |                                                               | $      | 15,110 |   |
| Current portion of long-term debt               |   | 10,006                          |    | 1,313                                                              |   |
| Accounts payable                                |   | 85,496                          |    | 70,097                                                             |   |
| Other current liabilities                       |   | 39,223                          |    | 60,499                                                             |   |
| Total current  liabilities                      |   | 196,182                         |    | 147,019                                                            |   |
| Long-term debt                                  |   | 314,999                         |    | 328,030                                                            |   |
| Employee benefits and other liabilities         |   | 57,155                          |    | 55,246                                                             |   |
| Total liabilities                               |   | 568,336                         |    | 530,295                                                            |   |
|                                            |   |                            |    |                                                               |   |
| Shareholders’ equity:                      |   |                            |    |                                                               |   |
| Common stock                                    |   | 2,184                           |    | 2,184                                                              |   |
| Accumulated other comprehensive loss            |   | (2,295                          | )       | (10,181                                                            | )      |
| Other shareholders’ equity                 |   | 246,913                         |    | 243,966                                                            |   |
| Total shareholders’ equity                 |   | 246,802                         |    | 235,969                                                            |   |
|                                            |   |                            |    |                                                               |   |
| Commitments and contingencies                   |   |                            |    |                                                               |   |
|                                            |   |                            |    |                                                               |   |
| Total liabilities and shareholders’ equity |   | $                               | 815,138 |                                                               | $      | 766,264 |   |

 

See accompanying notes toconsolidated condensed financial statements.

 

3

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INTERNATIONAL MULTIFOODSCORPORATION AND SUBSIDIARIES

 

Consolidated Condensed Statements of Cash Flows

(unaudited)

(in thousands)

 
|                                                                                                                |   | **SIX MONTHS  ENDED** |   |
|---------------------------------------------------------------------------------------------------------------------|--------|-----------------------|--------|
|                                                                                                                |   | **Aug. 30,  2003**    |   | **Aug. 31,  2002** |   |
| Cash flows from operations:                                                                                         |   |                  |   |   |   |
| Earnings from continuing operations                                                                                 |   | $                     | 584    |   | $ | 7,659 |   |
| Adjustments to reconcile earnings from  continuing operations to cash provided by (used for) continuing operations: |   |                  |   |   |   |
| Depreciation and  amortization                                                                                      |   | 10,600                |   | 7,555 |   |
| Deferred income tax  expense (benefit)                                                                              |   | (1,201                | )      | 3,515 |   |
| Increase in prepaid pension assets                                                                                  |   | (1,697                | )      | (5,495 | ) |
| Provision for losses on receivables                                                                                 |   | 1,895                 |   | 769 |   |
| Changes in working capital:                                                                                         |   |                  |   |   |   |
| Accounts  receivable                                                                                                |   | (25,253               | )      | (847 | ) |
| Inventories                                                                                                         |   | (23,419               | )      | (24,770 | ) |
| Other current assets                                                                                                |   | 9,646                 |   | (2,002 | ) |
| Accounts payable                                                                                                    |   | 21,562                |   | 10,784 |   |
| Other current liabilities                                                                                           |   | (21,860               | )      | 15,788 |   |
| Other, net                                                                                                          |   | 2,649                 |   | 5,341 |   |
| Cash provided by  (used for) continuing operations                                                                  |   | (26,494               | )      | 18,297 |   |
| Cash provided by discontinued operations                                                                            |   | —                |   | 3,262 |   |
| Cash provided by (used for) operations                                                                              |   | (26,494               | )      | 21,559 |   |
| Cash flows from investing activities:                                                                               |   |                  |   |   |   |
| Capital expenditures                                                                                                |   | (15,297               | )      | (13,211 | ) |
| Proceeds from  property disposals                                                                                   |   | 1,929                 |   | 93 |   |
| Discontinued  operations                                                                                            |   | —                |   | (1,577 | ) |
| Cash used for investing activities                                                                                  |   | (13,368               | )      | (14,695 | ) |
| Cash flows from financing activities:                                                                               |   |                  |   |   |   |
| Net increase in notes payable                                                                                       |   | 45,134                |   | 4,216 |   |
| Additions to long-term debt                                                                                         |   | 125,000               |   | — |   |
| Reductions in long-term debt                                                                                        |   | (129,343              | )      | (15,813 | ) |
| Proceeds from issuance of common stock                                                                              |   | 889                   |   | 1,048 |   |
| Other, net                                                                                                          |   | (1,507                | )      | (233 | ) |
| Cash provided by  (used for) financing activities                                                                   |   | 40,173                |   | (10,782 | ) |
| Effect of exchange rate changes on cash and  cash equivalents                                                       |   | (47                   | )      | 169 |   |
| Net increase  (decrease) in cash and cash equivalents                                                               |   | 264                   |   | (3,749 | ) |
| Cash and cash equivalents at beginning of  period                                                                   |   | 1,203                 |   | 26,459 |   |
| Cash and cash equivalents at end of period                                                                          |   | $                     | 1,467  |   | $ | 22,710 |   |

 

See accompanying notes toconsolidated condensed financial statements.

 

4

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INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(unaudited)

 

**(1)**In our opinion,the accompanying unaudited consolidated condensed financial statements containall adjustments (consisting of only normal recurring adjustments, except asnoted elsewhere in the notes to the consolidated condensed financialstatements) necessary to present fairly our financial position as of Aug. 30,2003, and the results of our operations and cash flows for the interim periodspresented.  These statements arecondensed and, therefore, do not include all of the information and footnotesrequired by generally accepted accounting principles for complete financialstatements.  The statements should beread in conjunction with the consolidated financial statements and footnotesincluded in our Annual Report on Form 10-K for the year ended March 1,2003.  The results of operations for thethree and six months ended Aug. 30, 2003, are not necessarily indicative of theresults to be expected for the full year.

 

**(2) Stock-Based compensation**

 

Our stock-based plans permitawards of restricted stock, restricted stock units, stock options and stockappreciation rights to directors and key employees subject to the provisions ofthe plans and as determined by the Compensation and Human Resources Committeeof the Board of Directors.  See Note 15to the consolidated financial statements of our 2003 Annual Report for furtherinformation.

 

We have elected to use theintrinsic value method of accounting as prescribed by Accounting PrinciplesBoard Opinion No. 25, “Accounting for Stock Issued to Employees.”  Under the intrinsic value method, compensation expense isrecorded only to the extent that the market price of the common stock exceedsthe exercise price of the stock option on the date of grant.

 

The following provides pro forma effect onearnings and earnings per share if we had applied the fair value recognitionprovisions prescribed by SFAS No. 123, “Accounting for Stock-Based Compensation,”to stock-based employee compensation.

 
|                                                                                                           |   | **Three  Months Ended** |   | **Six Months  Ended** |   |
|----------------------------------------------------------------------------------------------------------------|--------|-------------------------|--------|-----------------------|--------|
| **(in thousands,  except per share amounts)**                                                                  |   | **Aug. 30,  2003**      |   | **Aug. 31,  2002**    |   | **Aug. 30,  2003** |   | **Aug. 31,  2002** |   |
| Net earnings  (loss) as reported                                                                               |   | $                       | 887    |                  | $      | (28,037 | ) | $ | 584 |   | $ | (64,475 | ) |
| Deduct: Total  stock-based employee compensation expense determined under fair value based  method, net of tax |   | (552                    | )      | (662                  | )      | (937 | ) | (1,121 | ) |
| Pro forma net earnings (loss)                                                                                  |   | $                       | 335    |                  | $      | (28,699 | ) | $ | (353 | ) | $ | (65,596 | ) |
|                                                                                                           |   |                    |   |                  |   |   |   |   |   |
| Basic earnings (loss) per share:                                                                               |   |                    |   |                  |   |   |   |   |   |
| As reported                                                                                                    |   | $                       | 0.05   |                  | $      | (1.47 | ) | $ | 0.03 |   | $ | (3.38 | ) |
| Pro forma                                                                                                      |   | 0.02                    |   | (1.50                 | )      | (0.02 | ) | (3.44 | ) |
|                                                                                                           |   |                    |   |                  |   |   |   |   |   |
| Diluted earnings (loss) per share:                                                                             |   |                    |   |                  |   |   |   |   |   |
| As reported                                                                                                    |   | $                       | 0.05   |                  | $      | (1.44 | ) | $ | 0.03 |   | $ | (3.31 | ) |
| Pro forma                                                                                                      |   | 0.02                    |   | (1.47                 | )      | (0.02 | ) | (3.37 | ) |

 

5

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**(3) Comprehensive income (loss) –**The components of total comprehensive income (loss) were as follows:

 
|                                                        |   | **Three  Months Ended** |   | **Six Months  Ended** |   |
|-------------------------------------------------------------|--------|-------------------------|--------|-----------------------|--------|
| **(in thousands)**                                          |   | **Aug. 30,  2003**      |   | **Aug. 31,  2002**    |   | **Aug. 30,  2003** |   | **Aug. 31,  2002** |   |
| Net earnings  (loss)                                        |   | $                       | 887    |                  | $      | (28,037 | ) | $ | 584 |   | $ | (64,475 | ) |
| Foreign currency  translation adjustment                    |   | (2,193                  | )      | (1,534                | )      | 7,654 |   | 2,421 |   |
| Net unrealized  gain (loss) on cash flow hedges             |   | 92                      |   | (1,153                | )      | 218 |   | (1,437 | ) |
| Reclassification  adjustment for amounts in earnings (loss) |   | (9                      | )      | 161                   |   | (98 | ) | 186 |   |
| Minimum pension  liability adjustment                       |   | 5                       |   | —                |   | 112 |   | — |   |
| Comprehensive income (loss)                                 |   | $                       | (1,218 | )                     | $      | (30,563 | ) | $ | 8,470 |   | $ | (63,305 | ) |

 

**(4)Goodwill and other intangible assets**

 

The changes in the carryingamount of goodwill by segment for the six months ended Aug. 30, 2003 are asfollows:

 
| **(in thousands)**           |   | **U.S.  Consumer  Products** |   | **Foodservice  Products** |   | **Canadian  Foods** |   | **Total** |   |
|------------------------------|--------|------------------------------|--------|---------------------------|--------|---------------------|--------|-----------|--------|
| Balance as of March 2, 2003  |   | $                            | 43,891 |                      | $      | 12,972              |   | $         | 6,495  |   | $ | 63,358 |   |
| Foreign currency translation |   | —                       |   | —                    |   | 452                 |   | 452       |   |
| Balance as of Aug. 30, 2003  |   | $                            | 43,891 |                      | $      | 12,972              |   | $         | 6,947  |   | $ | 63,810 |   |

 

Other intangible assets are asfollows:

 
|                          |   | **Aug. 30,  2003**        |    | **March 1,  2003**          |   |
|-------------------------------|--------|---------------------------|---------|-----------------------------|--------|
| **(in thousands)**            |   | **Gross  CarryingAmount** |    | **AccumulatedAmortization** |   | **Net** |   | **Gross  CarryingAmount** |   | **AccumulatedAmortization** |   | **Net** |   |
| Amortized intangible assets   |   |                      |    |                        |   |   |   |   |   |   |   |   |   |
| Trademarks                    |   | $                         | 9,090   |                        | $      | 2,353 |   | $ | 6,737 |   | $ | 9,090 |   | $ | 2,033 |   | $ | 7,057 |   |
| Customer lists                |   | 5,800                     |    | 4,419                       |   | 1,381 |   | 5,800 |   | 4,278 |   | 1,522 |   |
| Other                         |   | 2,048                     |    | 1,998                       |   | 50 |   | 2,053 |   | 1,956 |   | 97 |   |
| Total                         |   | $                         | 16,938  |                        | $      | 8,770 |   | $ | 8,168 |   | $ | 16,943 |   | $ | 8,267 |   | $ | 8,676 |   |
|                          |   |                      |    |                        |   |   |   |   |   |   |   |   |   |
| Unamortized intangible assets |   |                      |    |                        |   |   |   |   |   |   |   |   |   |
| Trademarks                    |   | $                         | 127,333 |                        | $      | — |   | $ | 127,333 |   | $ | 127,302 |   | $ | — |   | $ | 127,302 |   |
| Other                         |   | 8                         |    | —                      |   | 8 |   | 8 |   | — |   | 8 |   |
| Total                         |   | $                         | 127,341 |                        | $      | — |   | $ | 127,341 |   | $ | 127,310 |   | $ | — |   | $ | 127,310 |   |

 

Amortization expense related to amortizableintangibles assets for the six months ended Aug. 30, 2003 and Aug. 31, 2002 was$0.5 million.  The estimatedamortization expense for fiscal 2004 to fiscal 2008 is expected to approximate$1 million each year.

 

6

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**(5) Unusual items** –In the second quarter of fiscal 2004, we sold production equipment and otherassets at our plant in Simcoe, Ontario for approximately $1.9 million incash.  We recorded a $0.4 millionpre-tax gain from the sale transaction. We sold the assets as a result of our decision to exit the foodservicepie product line, which generated annual sales of approximately $10 million.  In connection with our decision to exit theproduct line, we also decided to close the Simcoe plant and recorded a pre-taxcharge of $1.3 million for severance costs. The plant employed approximately 135 people.  We expect to record additional exit costs of up to $0.7 millionover the remainder of the year in connection with the plant closing.

 

In the first quarter of fiscal2004, we recognized unusual charges of $3.5 million associated with actionstaken to reduce the cost structure and improve the financial performance of ourCanadian Foods business and our Foodservice Products business in the UnitedStates.  Unusual items in the firstquarter included a $2.5 million charge for severance costs associated withreorganizing our Canadian Foods business. Also included in unusual items was a $1.0 million charge primarily forseverance costs associated with reducing the number of production employees atour plant in Sedalia, Missouri and closing two small facilities in the easternUnited States.

 

The liability balanceassociated with the unusual charges described above was $3.4 million as of Aug.30, 2003, and is comprised of future severance payments that we expect to payover the next 12 months.  Cash paymentsrelated to these unusual charges were $1.3 million for the six months endedAug. 30, 2003.

 

**(6)Interest, net**

 
|                                                   |   | **Three  Months Ended** |   | **Six Months  Ended_** |   |
|--------------------------------------------------------|--------|-------------------------|--------|------------------------|--------|
| **(in thousands)**                                     |   | **Aug. 30,  2003**      |   | **Aug. 31,  2002**     |   | **Aug. 30,  2003** |   | **Aug. 31,  2002** |   |
| Interest expense                                       |   | $                       | 6,178  |                   | $      | 8,980 |   | $ | 12,553 |   | $ | 18,079 |   |
| Capitalized  interest                                  |   | (45                     | )      | (125                   | )      | (136 | ) | (190 | ) |
| Interest income                                        |   | (4                      | )      | (71                    | )      | (54 | ) | (120 | ) |
|                                                   |   | 6,129                   |   | 8,784                  |   | 12,363 |   | 17,769 |   |
| Interest expense allocated to discontinued  operations |   | —                  |   | (2,496                 | )      | — |   | (5,005 | ) |
| Interest, net                                          |   | $                       | 6,129  |                   | $      | 6,288 |   | $ | 12,363 |   | $ | 12,764 |   |

 

Cashpayments for interest, net of amounts capitalized, were $4.4 million and $9.4million for the six months ended Aug. 30, 2003, and Aug. 31, 2002,respectively.

 

**(7) Other income (expense), net –**During the second quarter, werecognized a non-cash write off of unamortized financing costs of $4.4 millionas a result of replacing our senior secured credit facility in August2003.  See Note 10 for additionalinformation.

 

In the first quarter of fiscal 2004, we realized a $1.4 million foreignexchange gain on U.S. dollar-denominated debt that was held by our Canadianbusiness.

 

**(8) Income taxes** –Cash payments for income taxes were $0.5 million and $4.5 million for the sixmonths ended Aug. 30, 2003, and Aug. 31, 2002, respectively.

 

7

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**(9)****Supplementalbalance sheet information**

 
| **(in thousands)**                          |   | **Aug. 30,  2003** |    | **March 1,  2003** |   |
|---------------------------------------------|--------|--------------------|---------|--------------------|--------|
| Trade accounts receivable, net:             |   |               |    |               |   |
| Trade                                       |   | $                  | 71,618  |               | $      | 44,276 |   |
| Allowance for doubtful accounts             |   | (2,330             | )       | (367               | )      |
| Total trade accounts receivable, net        |   | $                  | 69,288  |               | $      | 43,909 |   |
|                                        |   |               |    |               |   |
| Inventories:                                |   |               |    |               |   |
| Raw materials, excluding grain              |   | $                  | 19,221  |               | $      | 12,675 |   |
| Grain                                       |   | 5,162              |    | 6,282              |   |
| Finished and in-process goods               |   | 118,438            |    | 99,269             |   |
| Packages and supplies                       |   | 9,231              |    | 6,433              |   |
| Total inventories                           |   | $                  | 152,052 |               | $      | 124,659 |   |
|                                        |   |               |    |               |   |
| Property, plant and equipment, net:         |   |               |    |               |   |
| Land                                        |   | $                  | 3,439   |               | $      | 3,313 |   |
| Buildings and improvements                  |   | 78,337             |    | 69,309             |   |
| Machinery and equipment                     |   | 275,256            |    | 235,570            |   |
| Improvements in progress                    |   | 14,248             |    | 44,889             |   |
|                                        |   | 371,280            |    | 353,081            |   |
| Accumulated depreciation                    |   | (132,089           | )       | (117,963           | )      |
| Total property, plant and equipment, net    |   | $                  | 239,191 |               | $      | 235,118 |   |
|                                        |   |               |    |               |   |
| Accumulated other comprehensive loss:       |   |               |    |               |   |
| Foreign  currency translation adjustment    |   | $                  | (3,568  | )                  | $      | (11,222 | ) |
| Minimum  pension liability adjustment       |   | (2,966             | )       | (3,078             | )      |
| Derivative hedge accounting adjustment      |   | 4,239              |    | 4,119              |   |
| Total  accumulated other comprehensive loss |   | $                  | (2,295  | )                  | $      | (10,181 | ) |

 

**(10) Notes payable and long-term debt**-In August 2003, we entered into a new five year, $250 million senior securedcredit agreement in order to refinance some of our debt under more favorableterms.  The new financing replaces theremaining balance on our $450 million senior secured credit facility that wasobtained in connection with our November 2001 acquisition of the Pillsburydesserts and specialty products from General Mills.

 

The new $250 million seniorsecured credit agreement is comprised of a $175 million revolving creditfacility and $75 million of amortizing term loans.  The interest rates on borrowings under the new credit agreementare variable and based on current market interest rates plus a spread based onour leverage.  The current spread onLIBOR based loans is 2.25%.  The creditagreement also contains covenants that require the maintenance of leverage andfixed charge coverage ratios and limit revolver borrowings based on assetlevels.  Borrowings under the agreementmay be used for general corporate purposes. The agreement is secured by our assets.

 

Debt issuance costs related tothe new financing arrangement amounted to $1.5 million and included bank fees,legal and other direct costs.  Thesecosts are classified as other assets in the consolidated balance sheet and willbe amortized over the term of the new debt arrangement.

 

Long-term debt as of Aug. 30,2003 was as follows:

 
| **(in thousands)**                |   | **Amounts** |    |
|-----------------------------------|--------|-------------|---------|
| Term loans                        |   | $           | 75,005  |   |
| Unsecured notes due Nov. 13, 2009 |   | 200,000     |    |
| Notes  payable reclassified       |   | 50,000      |    |
|                              |   | 325,005     |    |
| Current portion of long-term debt |   | 10,006      |    |
| Total long-term debt              |   | $           | 314,999 |   |

 

8

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Minimum principal payments aredue as follows:

 
| **(in thousands)**     |   | **Amounts** |    |
|------------------------|--------|-------------|---------|
| Fiscal 2004            |   | $           | 5,002   |   |
| Fiscal 2005            |   | 11,253      |    |
| Fiscal 2006            |   | 13,749      |    |
| Fiscal 2007            |   | 16,249      |    |
| Fiscal 2008 and beyond |   | 278,752     |    |
| Total                  |   | $           | 325,005 |   |

 

In September 2003, we entered into three interest rate swap agreementsfor an aggregate notional amount of $75 million that expire on Nov. 13,2009.  Under the terms of the swapagreements, we will receive a fixed interest rate of 6.602% and pay a floatinginterest rate based on three-month LIBOR plus a predetermined spread that willaverage 2.465%.  We will account forthese swap agreements as fair value hedges on $75 million of our unsecurednotes that mature on Nov. 13, 2009 and have an interest rate of 6.602%.  We entered into the swap agreements in orderto achieve a targeted proportion of variable versus fixed rate debt.

 

**(11) Segment information**

 

We manage the company throughthree operating segments: U.S. Consumer Products,  Foodservice Products and Canadian Foods.  Our organizational structure is the basisfor reporting business results to management and the segment data presented inthis Note.

 
| **(in millions)**                 |   | **Net  Sales** |   | **Operating  Costs** |   | **Unusual  Items** |   | **Operating  Earnings** |   |
|-----------------------------------|--------|----------------|--------|----------------------|--------|--------------------|--------|-------------------------|--------|
| Three Months Ended Aug.  30, 2003 |   |           |   |                 |   |               |   |                    |   |
| U.S.  Consumer Products           |   | $              | 80.1   |                 | $      | (68.8              | )      | $                       | — |   | $ | 11.3 |   |
| Foodservice  Products             |   | 50.0           |   | (49.4                | )      | (0.9               | )      | (0.3                    | )      |
| Canadian  Foods                   |   | 78.3           |   | (74.6                | )      | —             |   | 3.7                     |   |
| Corporate                         |   | —         |   | (3.3                 | )      | —             |   | (3.3                    | )      |
| Total                             |   | $              | 208.4  |                 | $      | (196.1             | )      | $                       | (0.9   | ) | $ | 11.4 |   |
|                              |   |           |   |                 |   |               |   |                    |   |
| Three  Months Ended Aug. 31, 2002 |   |           |   |                 |   |               |   |                    |   |
| U.S.  Consumer Products           |   | $              | 79.9   |                 | $      | (69.6              | )      | $                       | — |   | $ | 10.3 |   |
| Foodservice  Products             |   | 58.3           |   | (56.9                | )      | —             |   | 1.4                     |   |
| Canadian  Foods                   |   | 71.9           |   | (66.6                | )      | —             |   | 5.3                     |   |
| Corporate                         |   | —         |   | (3.7                 | )      | —             |   | (3.7                    | )      |
| Total                             |   | $              | 210.1  |                 | $      | (196.8             | )      | $                       | — |   | $ | 13.3 |   |
|                              |   |           |   |                 |   |               |   |                    |   |
| Six Months Ended Aug. 30, 2003    |   |           |   |                 |   |               |   |                    |   |
| U.S.  Consumer Products           |   | $              | 163.3  |                 | $      | (145.4             | )      | $                       | — |   | $ | 17.9 |   |
| Foodservice  Products             |   | 105.4          |   | (103.9               | )      | (1.9               | )      | (0.4                    | )      |
| Canadian  Foods                   |   | 153.6          |   | (146.3               | )      | (2.5               | )      | 4.8                     |   |
| Corporate                         |   | —         |   | (6.6                 | )      | —             |   | (6.6                    | )      |
| Total                             |   | $              | 422.3  |                 | $      | (402.2             | )      | $                       | (4.4   | ) | $ | 15.7 |   |
|                              |   |           |   |                 |   |               |   |                    |   |
| Six  Months Ended Aug. 31, 2002   |   |           |   |                 |   |               |   |                    |   |
| U.S.  Consumer Products           |   | $              | 165.9  |                 | $      | (145.1             | )      | $                       | — |   | $ | 20.8 |   |
| Foodservice  Products             |   | 116.6          |   | (113.6               | )      | —             |   | 3.0                     |   |
| Canadian  Foods                   |   | 138.0          |   | (128.9               | )      | —             |   | 9.1                     |   |
| Corporate                         |   | —         |   | (7.8                 | )      | —             |   | (7.8                    | )      |
| Total                             |   | $              | 420.5  |                 | $      | (395.4             | )      | $                       | — |   | $ | 25.1 |   |

 

9

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**(12) Contingencies**- In fiscal 1998, we were notified that approximately $6 million of our inventorywas taken from a ship in the port of St. Petersburg, Russia.  The ship had been chartered by a majorcustomer of our former food-exporting business.  Following submission of a claim for indemnity, the insurancecarrier denied our claim for coverage, and we commenced a lawsuit seeking toobtain coverage under the insurance carrier’s policy.  In October 2001, the U.S. District Court of the Southern Districtof New York granted us summary judgment on our claim, which is carried on ourbooks as a $6 million receivable, and awarded us interest to the date ofjudgment.  The interest has not beenrecognized on our books.  On Oct. 17,2002, following an appeal by the insurance carrier, the U.S. Court of Appealsfor the Second Circuit partially affirmed the summary judgment with respect tothe amount of loss and held that such loss is within the scope of thepolicy.  The Court of Appeals, however,remanded the case back to the District Court for further proceedings to determinewhether certain provisions of the policy had the effect of excludingcoverage.  We continue to believe thatthe loss is covered by the insurance policy, and we will continue toaggressively pursue our claim against the insurer.  If we are ultimately unable to collect on the policy, we wouldrecord a loss of $6 million to write off the receivable for the estimatedrecovery of the claim.

 

On Sept. 9, 2002, we completed the sale of our foodservice distributionbusiness to Wellspring Distribution Corp. We continue to guarantee certain real estate, information system andtractor/trailer fleet lease obligations of our former business.  However, at the time of the sale of thebusiness, we renegotiated our guarantee of the business’s fleet lease obligations.  The guarantee now requires the lessor topursue collection and other remedies against our former subsidiaries beforedemanding payment from us.  In addition,our guarantee obligation is limited to 75% of the amount outstanding after thelessor has exhausted its remedies against our former subsidiaries.  This reduces our risk under the fleet leaseguarantee.  In addition, while theinitial guarantee was not limited by time, the fleet lease guarantee will nowexpire in September 2006.

 

The outstanding guarantees for the lease obligations of our formersubsidiaries as of Aug. 30, 2003, were as follows:

 
| **(in millions)**    |   | **Amounts** |   |
|----------------------|--------|-------------|--------|
| Tractor/trailer      |   | $           | 23.3   |   |
| Real  estate         |   | 15.1        |   |
| Information  systems |   | 0.1         |   |
| Total                |   | $           | 38.5   |   |

 

If Wellspring Distribution Corp. was unable to meet its obligationsthat we have guaranteed, any loss would be reduced by the amount generated fromthe liquidation of the tractor/trailer fleet and income from the sub-lease ofreal estate space.

 

The possibility that we would have to honor our contingent liabilitiesunder the guaranties is largely dependent upon the future operations of ourformer subsidiaries and the value of the underlying leased properties.  Should a reserve be required in the future,it would be recorded at the time the obligation was determined to be probable.

 

10

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INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES

Management’sDiscussion and Analysis of Results of

Operations andFinancial Condition

 

**OVERVIEW**

 

InternationalMultifoods is a North American producer of branded consumer foods andfoodservice products, including baking mixes, frozen bakery products, flour,ready-to-spread frostings, condiments, potato and pancake mix offerings.  We manage the company through threeoperating segments – U.S. Consumer Products, Foodservice Products and CanadianFoods.

 

In September 2002,we sold our foodservice distribution business for $166 million in cash toWellspring Distribution Corp.  Thefoodservice distribution business is classified as discontinued operations in theconsolidated condensed financial statements.

 

**Resultsof Operations**

 

ContinuingOperations

 

Consolidated net sales in thesecond quarter ended Aug. 30, 2003, declined 1% to $208.4 million.  The decline was primarily driven by lowersales volume in our foodservice businesses in the United States andCanada.  The decline was partiallyoffset by increased sales at our Canadian Foods business, which resulted fromthe impact of a stronger Canadian dollar on currency translation.

 

Earningsfrom continuing operations were $0.9 million, or 5 cents per diluted share, inthe second quarter ended Aug. 30, 2003, compared with earnings of $4.4 million,or 22 cents per share, in the same period last year.  Earnings in the current quarter were adversely affected by a pre-taxcharge of $4.4 million, or 14 cents per share, to write off unamortizedfinancing costs on a senior secured credit facility that we replaced in August2003.  We were also adversely affectedby a $1.3 million pre-tax charge for severance costs associated with closing aplant in Simcoe, Ontario, Canada.  Theplant closure resulted from our decision to exit the frozen pie productline.  In addition, we sold productionequipment and other assets associated with this product line in the secondquarter for a pre-tax gain of $0.4 million. The net reduction to earnings per share from the severance costs andgain on the asset sale was 2 cents. Earnings from continuing operations in the second quarter were alsoadversely affected by higher commodity costs and lower pension income.

 

Consolidatednet sales for the six months ended Aug. 30, 2003, were $422.3 million, comparedwith $420.5 million in the same period last year.  Consolidated net sales were affected by the same factors asdescribed in the second quarter.

 

Earningsfrom continuing operations for the six months ended Aug. 30, 2003, were $0.6million, or 3 cents per share, compared with earnings of $7.7 million, or 39cents per diluted share in the same period last year.  In addition to the factors described in the second quarter, thesix-month results in the current year were adversely affected by a pre-taxcharge of $3.5 million, or 12 cents per share, for costs to restructure andincrease the competitiveness of our Canadian Foods business and our FoodserviceProducts business in the United States. We were also adversely affected by a $1.7 million pre-tax charge, or 6cents per share, for bad debt reserves associated with the bankruptcy ofFleming Companies, Inc.(Fleming).  Thedecline in earnings in the current six-month period was partially offset by a$1.4 million pre-tax gain, or 5 cents per share, attributable to foreignexchange on U.S. dollar-denominated debt that was held by our Canadianbusiness.

 

11

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Segment Results

 

U.S. Consumer Products: Netsales in the second quarter were $80.1 million, essentially even with lastyear.  Unit volume declined 4% due tothe impact associated with the bankruptcy of Fleming.  Unit volume also declined as a result of our decision to exitcertain low margin sales to alternative customer channels.  The impact on net sales of the unit volumedecline was offset by higher average selling prices.

 

Operating earnings were $11.3million, compared with $10.3 million last year.  The increase in earnings was driven by the higher average sellingprices, which more than offset the affect of lower sales volume and highercommodity costs.

 

Net sales for the six-monthperiod ended Aug. 30, 2003, declined 2% to $163.3 million, compared with $165.9million in the same period a year ago. The sales decline was the result of lower unit volumes, which wereaffected by the Fleming bankruptcy. Operating earnings declined 14% to $17.9 million, compared with $20.8million in the same period last year. The decline in earnings was driven by a $1.7 million bad debt reserveassociated with the Fleming bankruptcy, higher commodity costs and the lowersales volume.

 

FoodserviceProducts: Net sales in the second quarter declined 14% to $50 million.  The decline was partially the result oflower unit volumes in our bakery mix product lines, which have been impacted byongoing softness in the foodservice industry and competitive pressures.  Unit volume in our ready-to-bake productline also declined as a result of exiting a large customer account, which wasnot profitable.

 

We recognized an operating lossof $0.3 million in the second quarter, compared with operating earnings of $1.4million in the same period last year. Operating earnings in the current quarter were affected by a $1.3million pre-tax charge for severance costs associated with closing a plant in Simcoe, Ontario,Canada.  In addition, we sold production equipment andother assets at the plant for a pre-tax gain of $0.4 million.  The plant closure and asset sale resultedfrom our decision to exit the frozen pie product line, which had annual salesof approximately $10 million but did not generate operating earnings.  Second quarter operating results werealso adversely affected by the sales volume decline, higher commodity costs andcompetitive pressures related to the ongoing softness in the foodserviceindustry.  We believe these factors willcontinue to negatively impact operating results in the business segment for theremainder of the fiscal year.  Theearnings decline was partially offset by reduced selling and administrativecosts.

 

Net sales for the six-monthperiod ended Aug. 30, 2003, declined 10% to $105.4 million, compared with$116.6 million in the same period a year ago. The decline in sales was due to the same factors discussed for thesecond quarter.  We recognized anoperating loss of $0.4 million in the current six-month period, compared withoperating earnings of $3 million in the same period last year.  In addition to the factors described in thediscussion of the second quarter, operating results in the current six-monthperiod were impacted by a $1 million pre-tax charge for severance costsassociated with reducing the number of production employees at our plant in Sedalia,Missouri and closing two small facilities in the eastern United States.

 

Canadian Foods: Net sales in the second quarterincreased 9% to $78.3 million, due to the impact of a stronger Canadian dollaron currency translation.  Excluding theeffects of currency translation, net sales were even with the prior year.  Unit volume increased in our commercialflour, export and consumer ethnic flour product categories.  These unit volume gains were offset bydeclines in commercial bakery mix, commercial condiments and consumer flour andbakery mix.  We experienced significantdecline in commercial bakery mix volume as a result of a large customertransitioning to a frozen product format.

 

12

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Operating earnings in thesecond quarter declined 30% to $3.7 million, compared with $5.3 million lastyear.  The earnings decline wasprimarily driven by the unfavorable gross margin impact on our U.S.dollar-denominated sales as a result of a stronger Canadian dollar and the unitvolume decline in our higher margin products. To a lesser extent, increased commodity costs also impacted operatingearnings.

 

Net sales for the six-monthperiod ended Aug. 30, 2003, increased 11% to $153.6 million, compared with $138million in the same period last year. In addition to the factors described in the second quarter, we hadhigher sales prices in certain product lines as a result of higher commoditycosts.  Operating earnings declined 47%to $4.8 million, compared with $9.1 million last year.  Operating earnings in the current six-monthperiod were adversely affected by a $2.5 million pre-tax charge for severancecosts associated with reorganizing the Canadian Foods business.

 

Non-operating Expense andIncome

 

Duringthe second quarter, we recognized a non-cash write off of unamortized financingcosts of $4.4 million as a result of replacing our senior secured creditfacility in August 2003.  In the firstquarter of the current fiscal year, we recorded a $1.4 million foreign exchangegain on U.S. dollar-denominated debt that was held by our Canadianbusiness.  The gain resulted from astronger Canadian dollar, which had the effect of reducing the amount ofCanadian dollars our Canadian business needed to repay the U.S. dollar debt obligation.

 

**Financial Condition**

 

Our major sources ofliquidity are cash flows from operations and borrowings from our $175 millionrevolving credit facility.  As of Aug.30, 2003, we had $54.8 million available under the revolving credit facility.

 

We believe that cashflows from operations and borrowings from our existing revolving creditfacility will be sufficient to meet our operating requirements and debt serviceobligations over the next twelve months.

 

Capital Resources

 

In August 2003, we entered intoa new five year, $250 million senior secured credit agreement with a syndicateof banks in order to refinance our previous credit facility under morefavorable terms.  The new senior securedcredit agreement is comprised of a $175 million revolving credit facility and$75 million of amortizing term loans. The interest rates on borrowings under the new credit agreement arevariable and based on current market interest rates plus a spread based on ourleverage.  The current spread on LIBORbased loans is 2.25%.  The creditagreement also contains covenants that require the maintenance of leverage andfixed charge coverage ratios and limit revolver borrowings based on our assetlevels.  Borrowings under the agreementmay be used for general corporate purposes. The agreement is secured by our assets.

 

In September 2003, we entered into three interest rate swap agreementsfor an aggregate notional amount of $75 million that expire on Nov. 13,2009.  Under the terms of the swapagreements, we will receive a fixed interest rate of 6.602% and pay a floatinginterest rate based on three-month LIBOR plus a predetermined spread that willaverage 2.465%.  We will account forthese swap agreements as fair value hedges on $75 million of our unsecurednotes that mature on Nov. 13, 2009 and have an interest rate of 6.602%.  We entered into the swap agreements in orderto achieve a targeted proportion of variable versus fixed rate debt.

 

13

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Cash Flows

 

Cash used for continuingoperations was $26.5 million for the first six months of fiscal 2004, comparedwith cash provided by operations of $18.3 million in the prior-year six-monthperiod.  Operating cash flows in thecurrent period were adversely impacted by the completion of transition servicesfor our U.S. Consumer Products business, which had been provided by GeneralMills since the November 2001 acquisition of the business.  Under a transition services agreement,General Mills handled invoicing and collections and paid certain accountspayable for the business, which resulted in the related trade receivables andpayables being carried by General Mills last year.  During the first quarter, we assumed direct responsibility forall billing, collection and payment activities of the business.  As a result, we now carry on our balancesheet the accounts receivable and payables of the acquired business.  Operating cash flows were also impacted by adecline in trade promotion liabilities, which are included in other currentliabilities on the consolidated condensed balance sheet.

 

Capital expenditures in the sixmonths ended Aug. 30, 2003, were $15.3 million and included the first of twopayments for the Toledo, Ohio, plant that we acquired from General Mills.  Capital expenditures also includedadditional investment in equipment at the Toledo plant and an expansion projectat our flour mill in Montreal, Quebec. Capital expenditures in the six months ended Aug. 31, 2002, were $13.2million.

 

**Cautionary Statement Relevant to Forward-LookingInformation**

 

Thisdocument contains forward-looking statements within the meaning of the PrivateSecurities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations orbeliefs, including, but not limited to, statements concerning our operationsand financial performance and condition. For this purpose, statements that are not statements of historical factmay be deemed to be forward-looking statements.  We caution that these statements by their nature involve risksand uncertainties, and actual results may differ materially depending on avariety of important factors, including, among others, the impact ofcompetitive products and pricing; changes in consumer preferences and tastes orperceptions of health-related issues; effectiveness of advertising ormarket-spending programs; market or weather conditions that may affect thecosts of grain, other raw materials, utilities and fuel; the impact of labormatters; changes in laws and regulations; fluctuations in foreign exchange andinterest rates; the potential inability to collect on a $6 million insurancereceivable claim related to the loss of product in St. Petersburg, Russia; thepotential enforcement of our guaranties on lease obligations of our former distributionbusiness; risks commonly encountered in international trade; and other factorsas may be discussed in our reports filed with the Securities and ExchangeCommission.

 

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Item 4.    Disclosure Controls and Procedures

 

At the end of the period covered by thisreport, we conducted an evaluation, under the supervision and with theparticipation of our Chief Executive Officer and Chief Financial Officer, ofour disclosure controls and procedures (as defined in Rule 13a-15(e) under theSecurities and Exchange Act of 1934 (the “Exchange Act”)).  Based upon that evaluation, our ChiefExecutive Officer and Chief Financial Officer concluded that our disclosurecontrols and procedures were effective as of the end of the period covered bythis report to reasonably ensure that information required to be disclosed inreports that we file or submit under the Exchange Act is recorded, processed,summarized and reported within the time periods specified in Securities andExchange Commission rules and forms.  Inaddition, during the period covered by this report, there was no change in ourinternal control over financial reporting (as defined in Rule 13a-15(f) underthe Exchange Act) that has materially affected, or is reasonably likely tomaterially affect, our internal control over financial reporting.

 

15

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**PART II**

 

**OTHERINFORMATION**

 

**Item 4.**                    **Submission of Matters to a Vote ofSecurity Holders**

 

(a)           The2003 Annual Meeting of Stockholders of International Multifoods Corporation(“Multifoods”) was held on June 20, 2003 (the “Annual Meeting”).  Holders of Multifoods’ common stock, parvalue $.10 per share, of record on May 1, 2003, were entitled to one vote pershare.

 

(c)           GaryE. Costley, J. David Pierson and Nicholas L. Reding were elected directors fora term of three years at the Annual Meeting. The number of votes cast for the election of each director and thenumber of votes withheld are as follows:

 
|               |   | **FOR**    |   | **WITHHELD** |   |
|--------------------|--------|------------|--------|--------------|--------|
|               |   |       |   |         |   |
| Gary E. Costley    |   | 15,754,778 |   | 219,621      |   |
| J. David Pierson   |   | 15,694,022 |   | 280,377      |   |
| Nicholas L. Reding |   | 15,758,365 |   | 216,034      |   |

 

The other directors whose terms of office as directors continued afterthe meeting were Claire L. Arnold, Isaiah “Ike” Harris, Jr., James M. Jenness,Joseph G. Parham, Jr. and Dolph W. von Arx.

 

With respect to the proposal to approve the appointment of KPMG LLP asindependent auditors of Multifoods for the fiscal year ending February 28,2004, there were 15,872,105 votes cast for the proposal, 90,319 votes castagainst the proposal and 11,975 abstentions. There were no broker nonvotes with respect to such matter.

 

**Item 6.**                    **Exhibits and Reports on Form 8-K**

 

(a)           Exhibits

 

11.           Computation of Earnings (loss) per CommonShare.

 

12.           Computation of Ratio of Earnings to FixedCharges.

 

31.1         Certification of Chief Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2         Certification of Chief Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1         Certification of the Chief ExecutiveOfficer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906of the Sarbanes-Oxley Act of 2002.

 

32.2         Certification of the Chief FinancialOfficer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906of the Sarbanes-Oxley Act of 2002.

 

(b)           During the quarter ended August 30, 2003, Multifoodsfurnished (1) a Current Report on Form 8-K dated June 26, 2003,relating to Multifoods’ financial results for its first quarter ended May 31,2003 and (2) a Current Report on Form 8-K dated August 11, 2003,relating to Multifoods’ new $250 million secured credit facility.

 

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**SIGNATURE**

 

Pursuant tothe requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 

 
|                         | **INTERNATIONAL MULTIFOODS CORPORATION** |
|------------------------------|------------------------------------------|
|                         |                                     |   |
|                         |                                     |   |
| Date:  October 10, 2003 |                                     | /s/ John E. Byom |   |
|                         |                                     | John E. Byom |
|                         |                                     | Senior Vice  President - Finance and Chief Financial Officer |
|                         |                                     | *(Principal Financial Officer  and Duly Authorized Officer)* |

 

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**EXHIBIT INDEX**

 
| 11.    | Computation of Earnings (loss) per Common Share.                                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                     |
| 12.    | Computation of Ratio of Earnings to Fixed Charges.                                                                                                       |
|   |                                                                                                                                                     |
| 31.1   | Certification of Chief Executive Officer 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 the Chief Executive Officer  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 the Chief Financial Officer  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |

 

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