-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UFgjMJ6zT6h1Bm3zareWYfVm8L/R2EiYwd3Ad/oTw/EJ/2pWdDneOFTh4eUuxTLc ndqqTEaPlfHbQLe8XAFRFg== 0000912057-01-541237.txt : 20020412 0000912057-01-541237.hdr.sgml : 20020412 ACCESSION NUMBER: 0000912057-01-541237 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010728 FILED AS OF DATE: 20011128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORMEL FOODS CORP /DE/ CENTRAL INDEX KEY: 0000048465 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 410319970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02402 FILM NUMBER: 1801226 BUSINESS ADDRESS: STREET 1: 1 HORMEL PL CITY: AUSTIN STATE: MN ZIP: 55912-3680 BUSINESS PHONE: 5074375737 MAIL ADDRESS: STREET 1: 1 HORMEL PLACE CITY: AUSTIN STATE: MN ZIP: 55912-3680 FORMER COMPANY: FORMER CONFORMED NAME: HORMEL GEO A & CO DATE OF NAME CHANGE: 19920703 10-Q/A 1 a2064681z10-qa.htm FORM 10-Q/A Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10Q/A-1
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended July 28, 2001   Commission File
Number 1-2402

LOGO

HORMEL FOODS CORPORATION

Incorporated Under the Laws
of the State of Delaware
  Fein #41-0319970

1 Hormel Place
Austin, Minnesota 55912-3680
Telephone—(507) 437-5737
None

(Former name, former address and former fiscal year, if changed since last report)

    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 /x/ No / /

    Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.

Class

  Outstanding at August 31, 2001
Common Stock   $ .0586 par value   138,922,732
Common Stock Non-Voting   $ .01 par value   -0-

Pages: This report contains 20 pages numbered sequentially from this cover page.





Introductory Note

    This Form 10-Q/A-1 is the result of discussions between Company management and the Securities and Exchange Commission ("SEC") during a normal review of the Company's SEC filings. The primary changes reflected in this amendment relate to reporting on a different segment basis than was set forth in the original Form 10-Q. This Form 10-Q/A-1 also contains a number of other changes that supplement or revise textual information. However, this Form 10-Q/A-1 contains no changes to the consolidated financial statements as previously reported.

    The segment reporting contained in this Form 10-Q/A-1 follows the agreed upon interpretation of SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information," which has an effective date for the Company of fiscal year 1999. Revised segment information is presented in the Management's Discussion and Analysis and Footnote F to the Notes to Financial Statements.

    For the purposes of this Form 10-Q/A-1, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company has amended and restated in its entirety each item of the Company's Form 10-Q for the third quarter for the year ending October 27, 2001. This form 10-Q/A-1 does not reflect events occurring after the filing of the original Form 10-Q, or modify or update those disclosures affected by subsequent events.

    This Form 10-Q/A-1 contains forward-looking statements with respect to our financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements include predictions of future results and may contain the words "expects," "believes," "will," "will deliver," "anticipates," "projects," or words or phrases of similar meaning. Our actual results for future periods could differ materially from historical earnings and those anticipated or projected in forward-looking statements. In particular, our future results could be affected by the factors described in Exhibit 99 to Form 10-K/A-1 for fiscal year 2000 under the caption "Cautionary Statement Relevant to Forward-Looking Statements."

2



PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

HORMEL FOODS CORPORATION
STATEMENTS OF FINANCIAL POSITION
(In Thousands of Dollars)

 
  July 28,
2001

  October 28,
2000

 
 
  (Unaudited)

   
 
ASSETS              
CURRENT ASSETS              
  Cash and cash equivalents   $ 149,751   $ 100,646  
  Short-term marketable securities—at cost which approximates market     0     5,964  
  Accounts receivable     305,559     307,732  
  Inventories     330,731     281,404  
  Deferred income taxes     5,783     9,021  
  Prepaid expenses     17,746     6,342  
   
 
 
  TOTAL CURRENT ASSETS     809,570     711,109  
DEFERRED INCOME TAXES     0     61,622  
INTANGIBLES     385,473     92,632  
INVESTMENTS IN AND RECEIVABLES FROM AFFILIATES     154,752     151,383  
OTHER ASSETS     91,895     83,645  
PROPERTY, PLANT AND EQUIPMENT              
  Land     17,301     13,314  
  Buildings     360,459     291,512  
  Equipment     789,020     701,554  
  Construction in progress     91,878     75,232  
   
 
 
      1,258,658     1,081,612  
  Less allowance for depreciation     (578,751 )   (540,063 )
   
 
 
      679,907     541,549  
   
 
 
    TOTAL ASSETS   $ 2,121,597   $ 1,641,940  
   
 
 

See notes to financial statements

3



HORMEL FOODS CORPORATION
STATEMENTS OF FINANCIAL POSITION
(In Thousands of Dollars)

 
  July 28,
2001

  October 28,
2000

 
 
  (Unaudited)

   
 
LIABILITIES AND SHAREHOLDERS' INVESTMENT              
CURRENT LIABILITIES              
  Accounts payable   $ 149,150   $ 154,893  
  Accrued expenses     40,057     30,117  
  Accrued marketing     57,616     34,252  
  Employee compensation     65,986     59,138  
  Taxes, other than federal income taxes     11,232     10,982  
  Dividends payable     12,892     12,195  
  Federal income tax     24,394     2,609  
  Current maturities of long-term debt     38,600     38,439  
   
 
 
    TOTAL CURRENT LIABILITIES     399,927     342,625  
LONG-TERM DEBT—less current maturities     487,899     145,928  
ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION     253,590     252,118  
OTHER LONG-TERM LIABILITIES     28,407     27,392  
DEFERRED INCOME TAXES     3,765     0  
SHAREHOLDERS' INVESTMENT              
  Preferred Stock, par value $.01 a share—authorized 80,000,000 shares; issued—none              
  Common Stock, non-voting, par value $.01 a share—authorized 200,000,000 shares; issued—none              
  Common Stock, par value $.0586 a share—authorized 400,000,000 shares; issued 138,899,282 shares July 28, 2001 issued 138,569,429 shares October 28, 2000     8,139     8,120  
  Accumulated other comprehensive loss     (24,176 )   (20,917 )
  Additional paid in capital     3,364     0  
  Retained earnings     960,682     886,674  
   
 
 
    TOTAL SHAREHOLDERS' INVESTMENT     948,009     873,877  
   
 
 
    TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT   $ 2,121,597   $ 1,641,940  
   
 
 

See notes to financial statements

4



HORMEL FOODS CORPORATION
STATEMENTS OF EARNINGS
(In Thousands of Dollars, Except Per Share Amounts)
(Unaudited)

 
  Three Months Ended
  Nine Months Ended
 
 
  July 28,
2001

  July 29,
2000

  July 28,
2001

  July 29,
2000

 
Sales, less returns and allowances   $ 1,039,491   $ 886,015   $ 3,005,390   $ 2,668,951  
Cost of products sold     766,531     666,629     2,199,428     1,946,370  
   
 
 
 
 
  GROSS PROFIT     272,960     219,386     805,962     722,581  
Expenses:                          
  Selling and delivery     107,085     92,998     309,336     280,277  
  Marketing     84,220     65,536     246,103     223,628  
  Administrative and general     25,172     14,580     63,597     49,669  
   
 
 
 
 
  OPERATING INCOME     56,483     46,272     186,926     169,007  
Other income and expenses:                          
  Other income—net     2,350     3,319     8,030     13,669  
  Equity in earnings of affiliates     1,028     (704 )   1,413     (700 )
  Interest expense     (8,947 )   (3,384 )   (19,282 )   (11,283 )
   
 
 
 
 
EARNINGS BEFORE INCOME TAXES     50,914     45,503     177,087     170,693  
Provision for income taxes     17,702     16,367     63,449     61,455  
   
 
 
 
 
  NET EARNINGS   $ 33,212   $ 29,136   $ 113,638   $ 109,238  
   
 
 
 
 
NET EARNINGS PER SHARE (DILUTED)   $ 0.24   $ 0.21   $ 0.81   $ 0.77  
   
 
 
 
 
NET EARNINGS PER SHARE (BASIC)   $ 0.24   $ 0.21   $ 0.82   $ 0.77  
   
 
 
 
 

See notes to financial statements

5



HORMEL FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)

 
  Nine Months Ended
 
 
  July 28,
2001

  July 29,
2000

 
OPERATING ACTIVITIES              
  Net earnings   $ 113,638   $ 109,238  
  Adjustments to reconcile to net cash provided by operating activities:              
  Depreciation     53,599     44,858  
  Amortization of intangibles     9,843     4,448  
  Equity in (earnings) loss of affiliates     (1,413 )   700  
  Provision for deferred income taxes     7,720     (1,607 )
  (Gain) loss on property/equipment sales     218     (7 )
  Changes in operating assets and liabilities:              
  Decrease (increase) in accounts receivable     37,259     13,413  
  (Increase) decrease in inventories and prepaid expenses     (10,241 )   (32,100 )
  Increase (decrease) in accounts payable and accrued expenses     35,987     (63,800 )
   
 
 
NET CASH PROVIDED BY OPERATING ACTIVITIES     246,610     75,143  
INVESTING ACTIVITIES              
  Sale of held-to-maturity securities     6,239     84,618  
  Purchase of held-to-maturity securities     (275 )   (30,235 )
  Acquisitions of businesses     (438,782 )   0  
  Purchases of property/equipment     (56,205 )   (72,310 )
  Proceeds from sales of property/equipment     3,001     3,696  
  (Increase) in investments and other assets     (27,349 )   (25,103 )
  Dividends from affiliate     1,399     1,593  
   
 
 
NET CASH USED IN INVESTING ACTIVITIES     (511,972 )   (37,741 )
FINANCING ACTIVITIES              
  Proceeds from long-term borrowings     367,496     3,456  
  Principal payments on long-term debt     (17,481 )   (20,318 )
  Dividends paid on Common Stock     (37,778 )   (36,525 )
  Stock repurchase     (2,527 )   (60,931 )
  Other     4,757     (1,704 )
   
 
 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     314,467     (116,022 )
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     49,105     (78,620 )
Cash and cash equivalents at beginning of year     100,646     188,310  
   
 
 
CASH AND CASH EQUIVALENTS AT END OF QUARTER   $ 149,751   $ 109,690  
   
 
 

See notes to financial statements

6



HORMEL FOODS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(In Thousands, Except Per Share and Percentage Amounts)
(Unaudited)

NOTE A      BASIS OF PRESENTATION

    In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation. These statements should be read in conjunction with our Annual Report on Form 10-K/A-1 for the year ended October 28, 2000.

    The accounting policies followed by the Company are set forth in Note A to the Company's Financial Statements in the 2000 Hormel Foods Corporation Annual Report to Shareholders, which is incorporated by reference into our Annual Report on Form 10-K/A-1 for the year ended October 28, 2000.

    The results of operations for the three and nine month periods ended July 28, 2001 and July 29, 2000 are not necessarily indicative of the results to be expected for the full year.

NOTE B      PURCHASE OF JEROME FOODS, INC. (D/B/A THE TURKEY STORE COMPANY)

    Effective as of February 24, 2001, the Company purchased all of the issued and outstanding capital stock of Jerome Foods, Inc. (d/b/a The Turkey Store Company), a Wisconsin corporation headquartered in Barron, Wisconsin, through the merger of a wholly owned, special-purchase subsidiary of Hormel with and into Jerome Foods. The purchase price for the capital stock was $334,400 in cash subject to adjustments for outstanding indebtedness and changes in working capital as of February 24, 2001.

    Pro forma unaudited results of operations for the nine months ended July 28, 2001 and July 29, 2000, assuming consummation of the purchase as of October 31, 1999 are as follows:

 
  Nine Months Ended
 
  July 28, 2001
  July 29, 2000
Net Sales   $ 3,109,644   $ 2,882,212
Net Income   $ 108,160   $ 102,169
Per Share Data:            
  Basic Earnings   $ 0.78   $ 0.72
  Diluted Earnings   $ 0.77   $ 0.72

    The allocation of purchase price reflected in the July 28, 2001 condensed consolidated statement of financial position is preliminary. An independent valuation of The Turkey Store Company's property, plant and equipment and intangible assets is being performed. The Company expects to receive the completed report during the fourth quarter of fiscal 2001.

NOTE C      COMPREHENSIVE INCOME

    Other comprehensive income (loss) consists of adjustment in minimum pension liability and foreign currency translation. Other comprehensive income (loss) was $667 and $(3,259) for the three and nine-month periods ended July 28, 2001 and $(1,734) and $(4,268) for the three and nine-month periods ended July 29, 2000. Total comprehensive income combines reported net earnings and other comprehensive income (loss). Total comprehensive income was $33,879 and $110,379 for the three and nine-month periods ended July 28, 2001 and $27,402 and $104,970 for the three and nine-month periods ended July 29, 2000.

7


NOTE D      EARNINGS PER SHARE DATA

    The following table sets forth the denominator for the computation of basic and diluted earnings per share:

 
  Three Months Ended
  Nine Months Ended
 
  July 28, 2001
  July 29, 2000
  July 28, 2001
  July 29, 2000
Basic weighted-average shares outstanding   138,790   139,907   138,675   141,006
Dilutive potential common shares   1,651   922   1,334   1,072
   
 
 
 
Diluted weighted-average shares outstanding   140,441   140,829   140,009   142,078
   
 
 
 

NOTE E      INVENTORIES

    Inventories consist of the following:

 
  July 28, 2001
  October 28, 2000
 
Finished products   $ 184,285   $ 174,032  
Raw materials and work-in-process     115,697     76,432  
Materials and supplies     69,861     61,480  
LIFO reserve     (39,113 )   (30,540 )
   
 
 
Total   $ 330,731   $ 281,404  
   
 
 

NOTE F      SEGMENT OPERATING RESULTS

    The Company develops, processes and distributes a wide array of food products in a variety of markets. Under the criteria set forth by the accounting standard SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information," the Company reports its results in the following four business segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store and All Other.

    The Grocery Products segment primarily includes processing, marketing and sale of shelf-stable foods products sold predominately in the retail market.

    The Refrigerated Foods segment consists of the processing, marketing and sale of branded and unbranded pork products for the retail, foodservice and fresh customer markets. This segment also includes the processing, marketing and sale of nutritionally enhanced food products sold to hospitals, nursing homes and other health facilities. This segment includes the Meat Products and Foodservice business units, and the Hormel HealthLabs operating segment.

    The Jennie-O Turkey Store segment primarily consists of the processing, marketing, and sale of branded and unbranded turkey products for the retail, foodservice and fresh customer markets.

    The All Other segment consists of a variety of smaller, dissimilar business units. The activities of these businesses include the production, marketing and sale of beef products, food packaging (i.e., casings for dry sausage), food equipment, and the manufacture, marketing and sale of company products internationally. This segment includes operating segments: Dan's Prize, Vista International Packaging Corporation, AFECO, and Hormel Foods International Corporation.

    The Company does not allocate investment income, interest expense and interest income to its segments when measuring performance. The Company also retains various other income and unallocated expenses at corporate. These items are included below as "Other income and net interest" and "General corporate income (expense)" when reconciling to income before tax.

8


    Sales and operating profits for each of the Company's business segments and reconciliation to income before taxes are set forth below:

 
  Quarter Ended
  Three Quarters Ended
 
 
  July 28, 2001
  July 29, 2000
  % Change
  July 28, 2001
  July 29, 2000
  % Change
 
Sales to Unaffiliated Customers                                  
  Grocery Products   $ 203,505   $ 188,173   8.1   $ 629,208   $ 627,199   0.3  
  Refrigerated Foods     546,640     516,084   5.9     1,641,944     1,504,310   9.1  
  Jennie-O Turkey Store     237,938     132,709   79.3     578,593     396,899   45.8  
  All Other     51,407     49,049   4.8     155,645     140,543   10.7  
   
 
 
 
 
 
 
Total   $ 1,039,490   $ 886,015   17.3   $ 3,005,390   $ 2,668,951   12.6  
   
 
 
 
 
 
 
Intersegment Sales                                  
  Grocery Products   $ 27   $ 20   32.7   $ 57   $ 75   (24.0 )
  Refrigerated Foods     589     548   7.5     1,822     1,702   7.1  
  Jennie-O Turkey Store     19,054     15,597   22.2     47,625     44,083   8.0  
  All Other     17,541     14,977   17.1     51,708     42,170   22.6  
   
 
 
 
 
 
 
Total   $ 37,211   $ 31,142   19.5   $ 101,212   $ 88,030   15.0  
Intersegment elimination     (37,211 )   (31,142 ) 19.5     (101,212 )   (88,030 ) 15.0  
   
 
 
 
 
 
 
Total   $ 0   $ 0   0   $ 0   $ 0   0  
   
 
 
 
 
 
 
Net Sales                                  
  Grocery Products   $ 203,532   $ 188,193   8.2   $ 629,265   $ 627,274   0.3  
  Refrigerated Foods     547,229     516,632   5.9     1,643,766     1,506,012   9.1  
  Jennie-O Turkey Store     256,992     148,306   73.3     626,218     440,982   42.0  
  All Other     68,948     64,026   7.7     207,353     182,713   13.5  
Intersegment elimination     (37,211 )   (31,142 ) 19.5     (101,212 )   (88,030 ) 15.0  
   
 
 
 
 
 
 
Total   $ 1,039,490   $ 886,015   17.3   $ 3,005,390   $ 2,668,951   12.6  
   
 
 
 
 
 
 
Operating Profit                                  
  Grocery Products   $ 21,471   $ 24,012   (10.6 ) $ 80,836   $ 92,065   (12.2 )
  Refrigerated Foods     17,809     6,923   157.3     57,732     35,973   60.5  
  Jennie-O Turkey Store     17,969     7,312   145.8     37,181     22,852   62.7  
  All Other     3,608     4,841   (25.5 )   11,645     11,622   0.2  
   
 
 
 
 
 
 
    Total segment operating profit   $ 60,857   $ 43,088   41.2   $ 187,394   $ 162,512   15.3  
    Other income (expense) and net interest     (6,598 )   (64 ) 10,166.6     (11,252 )   2,386   (571.6 )
    General corporate income (expense)     (3,345 )   2,479   (235.0 )   945     5,795   (83.7 )
   
 
 
 
 
 
 
Earnings Before Income Taxes   $ 50,914   $ 45,503   11.9   $ 177,087   $ 170,693   3.7  
   
 
 
 
 
 
 

NOTE G      NEW ACCOUNTING PRONOUNCEMENTS

    In July 2000, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issue 00-10, "Accounting for Shipping and Handling Fees and Costs." The consensus requires companies to classify amounts billed to customers for shipping and handling as revenue and allows companies to include the costs of its shipping and handling activities as cost of sales. If the costs are not included in cost of sales, companies are required to disclose the amount of such costs and where they are included in the statement of operations. The Company is required to comply with the consensus no later than the fourth quarter of fiscal 2001. The Company currently records shipping and handling fees and costs in

9


selling and delivery expenses. The Company anticipates that it will remain with its current accounting and will disclose the amount of shipping and handling costs that are included in selling and delivery expenses.

    Beginning with the fourth quarter of fiscal 2001, the Company will adopt the provisions of Staff Accounting Bulletin No. 101 (SAB 101) "Revenue Recognition in Financial Statements." As a result of the guidance in SAB 101 regarding FOB Destination Sales, the Company will recognize revenue upon delivery to customers as opposed to shipment, which is the current practice. The Company anticipates this accounting change will have no material effect on the Company's results of operation or financial position.

    In November 2000 and April 2001, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issues 00-14, "Accounting for Certain Sales Incentives" and 00-25, "Vendor Income Statement Characterization of Consideration from a Vendor to a Retailer", respectively. By way of these two pronouncements, the EITF has determined that certain sales incentives and consideration paid by the Company to a retailer, such as slotting fees and cooperative advertising, are reductions of revenue. Currently, the Company recognizes these expenditures as marketing expenses. The Company plans to adopt these pronouncements in first quarter fiscal 2002. The result of these adoptions will be a reclassification between sales and marketing expenses with no impact on net income.

    In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141 (SFAS 141), "Business Combinations", and No. 142 (SFAS 142), "Goodwill and Other Intangible Assets." These Statements change the accounting for business combinations, goodwill, and intangible assets. SFAS 141 eliminates the pooling-of-interests method of accounting for business combinations and further clarifies the criteria to recognize intangible assets separately from goodwill. SFAS 142 provides that goodwill and other indefinite lived intangible assets are no longer amortized but are reviewed annually (or more frequently if impairment indicators arise) for impairment. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The amortization provisions of SFAS 142 apply to goodwill and intangible assets acquired after June 30, 2001. Goodwill and intangible assets acquired prior to July 1, 2001 will continue to be amortized through adoption of the Statement by the Company. After adoption, such goodwill and other indefinite lived intangible assets will cease being amortized. The Company plans to adopt SFAS 142 in first quarter fiscal 2002 and estimates the annual reduction in amortization will increase earnings per share approximately $.06.

10



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
               (In Thousands of Dollars, Except Per Share Amounts)

RESULTS OF OPERATIONS
Overview

    The Company is a processor of branded and unbranded food products for the retail, and foodservice and fresh customer markets. We operate in the following four business segments:

  Segment
  Business Conducted
  Grocery Products   Primarily processing, marketing and sale of shelf-stable food products sold predominately in the retail market.
 
Refrigerated Foods

 

Primarily processing, marketing and sale of branded and unbranded pork products for the retail, foodservice and fresh customer markets. This segment also includes processing, marketing and sale of nutritionally enhanced food products sold to hospitals, nursing homes and other health facilities. This segment includes the Meat Products and Foodservice business units and the Hormel HealthLabs operating segment.
 
Jennie-O Turkey Store

 

Primarily processing, marketing and sale of branded and unbranded turkey products for the retail, foodservice and fresh customer markets.
 
All Other

 

This segment consists of a variety of smaller, dissimilar business units. These businesses produce, market and sell beef products, food packaging (i.e., casings for dry sausage) and food equipment and manufacture, market and sell Company products internationally. This segment includes the operating segments: Dan's Prize, Vista International Packaging Corporation, AFECO, and Hormel Foods International Corporation.

11



Consolidated Results

    Net earnings for the Company in the third quarter were $33,212 compared to $29,136 during the same quarter of 2000. Earnings per share for the quarter increased to $0.24 from $0.21 last year. Sales for the third quarter increased 17.3 percent to $1,039,491 from $886,015 in 2000. Tonnage for the period increased 12.3 percent to 796,034,000 pounds compared to last year.

    In the third quarter, excluding the results of The Turkey Store Company and Diamond Crystal Brands Nutritional Products (Diamond Crystal), which were acquired during the second quarter of fiscal 2001, sales increased $43,792 or 4.9 percent over last year on an even tonnage volume.

    Net earnings for the Company for the first nine months of fiscal 2001 were $113,638 compared to $109,238 last year. Sales of $3,005,390 for the period were up 12.6 percent from $2,668,951 in 2000 with tonnage volume increasing 6.9 percent. Earnings per share through three quarters were $0.81 compared to $0.77 last year.

    Gross profit as a percent of sales for the quarter was 26.3 percent compared to 24.8 percent in 2000. The increase was due to change in product mix driven by growth in branded, value-added products, including The Turkey Store and Diamond Crystal product lines, which continued to outpace fresh product lines.

    Selling and delivery expenses for the Company for the quarter and nine months were $107,085 and $309,336 compared to $92,998 and $280,277 last year. Marketing expenses were $84,220 for the quarter and $246,103 to-date compared to $65,536 and $223,628 in 2000. The higher expenses generally reflect increased volume over last year and increases resulting from The Turkey Store and Diamond Crystal acquisitions. The Company continues to emphasize its well-established products as well as its newer product lines in promotional programs targeted to increase sales of higher margin processed items.

    Administrative and general expenses increased to $25,172 and $63,597 for the Company for the quarter and nine months from $14,580 and $49,669 last year. The increases primarily reflect costs associated with the acquisition of The Turkey Store and, for the quarter, also includes $3,530 in amortization of goodwill from The Turkey Store and Diamond Crystal acquisitions.

    Interest expense for the Company for the third quarter and nine months to-date was $8,947 and $19,282 compared to $3,384 and $11,283 in 2000. The increase reflects interest on short and long-term debt used for general corporate purposes, including financing of a large portion of The Turkey Store and Diamond Crystal acquisitions. Depreciation and amortization for the quarter was $24,871 compared to $16,650 last year. The Turkey Store and Diamond Crystal depreciation and intangible amortization accounted for most of the increase.

    The effective tax rates for the quarter and nine months were 34.8 and 35.8 percent, respectively, compared to 36.0 percent for each of the same periods of 2000. The decrease was a result of favorable tax settlements during the quarter. We expect the rate to return to a range of 36 to 36.3 percent in the fourth quarter.

12



Segment Results

    Segmented sales and operating profits for each of the business segments are included below as well as in Note F to the Notes To Financial Statements.

 
  Quarter Ended
  Three Quarters Ended
 
 
  July 28, 2001
  July 29, 2000
  %
Change

  July 28, 2001
  July 29, 2000
  %
Change

 
Net Sales                                  
  Grocery Products   $ 203,532   $ 188,193   8.2   $ 629,265   $ 627,274   0.3  
  Refrigerated Foods     547,229     516,632   5.9     1,643,766     1,506,012   9.1  
  Jennie-O Turkey Store     256,992     148,306   73.3     626,218     440,982   42.0  
  All Other     68,948     64,026   7.7     207,353     182,713   13.5  
Intersegment elimination     (37,211 )   (31,142 ) 19.5     (101,212 )   (88,030 ) 15.0  
   
 
 
 
 
 
 
Total   $ 1,039,490   $ 886,015   17.3   $ 3,005,390   $ 2,668,951   12.6  
   
 
 
 
 
 
 
Operating Profit                                  
  Grocery Products   $ 21,471   $ 24,012   (10.6 ) $ 80,836   $ 92,065   (12.2 )
  Refrigerated Foods     17,809     6,923   157.3     57,732     35,973   60.5  
  Jennie-O Turkey Store     17,969     7,312   145.8     37,181     22,852   62.7  
  All Other     3,608     4,841   (25.5 )   11,645     11,622   0.2  
   
 
 
 
 
 
 
    Total segment operating profit   $ 60,857   $ 43,088   41.2   $ 187,394   $ 162,512   15.3  
    Other income (expense) and net interest     (6,598 )   (64 ) 10,166.6     (11,252 )   2,386   (571.6 )
    General corporate income (expense)     (3,345 )   2,479   (235.0 )   945     5,795   (83.7 )
   
 
 
 
 
 
 
Earnings Before Income Taxes   $ 50,914   $ 45,503   11.9   $ 177,087   $ 170,693   3.7  
   
 
 
 
 
 
 

Grocery Products

    The Grocery Products segment consists primarily of processing, marketing and sale of shelf-stable food products sold predominately in the retail market.

    Sales by the Grocery Products segment were up 8.2 and 0.3 percent for the quarter and nine months respectively compared to the same periods of 2000. Operating profit decreased 10.6 and 12.2 percent for the quarter and to-date compared to last year. Tonnage volume for the quarter was up 5.2 percent and down 3.4 percent three quarters to-date compared to 2000. The year-to-date sales comparisons continue to be negatively effected by the heavy Y2K purchasing in the first quarter of fiscal 2000. The Company believes that fourth quarter sales will eliminate this deficit. Major contributors to volume growth in the quarter were SPAM luncheon meat, HORMEL chili, HORMEL chunk meats and CARAPELLI olive oil. In addition, ethnic products such as HERDEZ and CHI-CHI'S salsas in this segment continued to build momentum in the quarter. High raw material costs, which have not moderated as projected, were primarily responsible for the decline in operating profits.

Refrigerated Foods

    The Refrigerated Foods segment consists primarily of processing, marketing and sale of branded and unbranded pork products for the retail, foodservice and fresh customer markets. This segment also includes processing, marketing and sale of nutritionally enhanced food products sold to hospitals, nursing homes and health facilities. This segment includes the Meat Products and Foodservice business units and the Hormel HealthLabs operating segment.

13


    Sales by the Refrigerated Foods business segment increased 5.9 and 9.1 percent for the third quarter and year to-date compared to last year. Operating profit increased 157.3 and 60.5 percent for the quarter and nine months compared to 2000. The principal reason for this increase was due to the favorable results of our long-term hog contracts, as discussed below.

    Live hog costs were 10.0 percent higher than projected for the third quarter. Hog contracts were favorable for the quarter and contributed significantly to pre-tax earnings. Since hog contracts do not cover total raw material needs, margins still felt some pressure because raw material prices remained higher longer than anticipated. The Company expects the live hog market to weaken in the fourth quarter as more hogs come to market resulting in a drop in raw material prices and less pressure on product margins.

    Slaughter levels declined slightly during the quarter to 1,780,000 hogs from 1,840,000 hogs for the same period last year resulting in a tonnage volume reduction of 2.7 percent compared to 2000 for the Meat Products Unit. The decrease was the result of discontinuing the Company's second shift slaughter at the Rochelle, Illinois plant allowing for the shifting of resources to expand production of higher margin, value-added products. This should have a positive effect in the future as lower margin fresh meat production is replaced with higher margin products such as bacon, hams and other refrigerated items.

    Tonnage volume for the Foodservice unit declined 3.5 percent compared to last year's third quarter. The decrease is a result of the soft economy and a reduction of away-from-home meal spending. The Company expects the softness in the away-from-home meal category to continue in the fourth quarter.

    Sales dollars and profit margins for the Meat Products unit increased substantially as a result of a product mix which included a larger proportion of branded, processed pork and a smaller proportion of fresh, commodity pork items.

    The Hormel HealthLabs operating segment experienced a solid third quarter as the smooth integration of Diamond Crystal into Hormel HealthLabs contributed to positive results. Synergies, particularly in distribution costs, exceed expectations.

Jennie-O Turkey Store

    The Jennie-O Turkey Store (JOTS) business segment consists primarily of processing, marketing and sale of branded and unbranded turkey products for the retail, foodservice and fresh customer markets.

    JOTS sales increased 73.3 and 42.0 percent for the quarter and nine months respectively compared to 2000. Operating profits increased 145.8 and 62.7 percent for the quarter and to-date compared to last year. The third quarter was the first full quarter of the combined Jennie-O and Turkey Store operations.

    The integration of The Turkey Store into Jennie-O continues to proceed better than expected. Jennie-O Turkey Store management continues to improve combined operations of the business by using the best practices from each company. The efficiencies implemented for the combined operations resulted in an increase in operating profit of $9,227, which exceeded expectations. On a comparable tonnage basis, volume for Jennie-O products increased 8.6 percent in the quarter compared to 2000, while volume of The Turkey Store products was up 11 percent compared to last year.

    The combined brand portfolio has provided new opportunities with major retailers and foodservice operators which the Company expects to result in increased sales for this segment.

14


All Other

    The All Other segment consists of a variety of smaller, dissimilar business units. These businesses produce, market and sell beef products, food packaging (i.e. casings for dry sausage) and food equipment and manufacture, market and sell Company products internationally. The All Other segment includes the following operating segments: Dan's Prize, Vista International Packaging Corporation, AFECO and Hormel Foods International Corporation.

    All Other sales increased 7.7 and 13.5 percent for the quarter and nine months compared to last year. Operating profits declined 25.5 percent for the quarter and increased 0.2 percent for three quarters to-date compared to 2000.

    International volume was up 12 percent for the quarter and 22 percent for nine months compared to 2000. China business continues to gain sales volume with major foodservice operators. Profits from our Campofrio investment were negatively impacted by high raw material costs in Europe. Dan's Prize, which markets and sells beef products, experienced a tonnage volume increase of 13 percent for the quarter and a 17 percent increase in sales compared to last year.

    During the third quarter, the Company announced it was negotiating to sell AFECO, its small food processing equipment manufacturer included in this business segment.


LIQUIDITY AND CAPITAL RESOURCES

    Ratio comparisons at the end of the third quarter of 2001 and 2000, which demonstrate the Company's financial position, are as follows:

 
  End of Quarter
 
 
  3rd Quarter
2001

  3rd Quarter
2000

 
Liquidity Ratios          
  Current ratio   2.0   2.2  
  Receivables turnover   13.1   13.7  
  Days sales in receivables   27.8 days   25.9 days  
  Inventory turnover   9.6   9.1  
  Days sales in inventory   41.2 days   42.2 days  
Leverage Ratio          
  Long-term debt to equity   55.5 % 24.0 %
Operating Ratios          
  Pre-tax profit to net worth   25.9 % 26.9 %
  Pre-tax profit to total assets   12.6 % 13.8 %

    Changes during the first nine months in current asset and liability balances are consistent with normal seasonal patterns and the acquisition of The Turkey Store and Diamond Crystal businesses. Accounts receivable and inventory balances are consistent with price levels for pork and turkey, and past and expected future sales volumes.

    During the first nine months, the Company invested $56,205 in new plant and equipment primarily in Austin, Minnesota and at various Jennie-O Turkey Store locations in Minnesota and Wisconsin. Investment in plant and equipment continues to emphasize productivity gains and efficient product flow while improving ergonomics and safety conditions for employees. We estimate capital expenditures will total $75,000 in 2001 and $100,000 in 2002.

    The Company opened a new $14,500 distribution center in Dayton, Ohio at the end of the third quarter under a synthetic lease agreement. The facility is operated by Power Logistics, Inc. and will serve East Coast markets when fully operational.

15


    The Company completed the acquisition of the common stock of The Turkey Store on February 24, 2001 for a purchase price of $334,400 in cash subject to adjustments for outstanding indebtedness and changes in working capital and the acquisition of the assets of Diamond Crystal Brand Nutritional Products on April 27, 2001 for approximately $65,000 in cash.

    On October 31, 2000, the Company entered into an unsecured 364-day revolving credit facility in the amount of $425,000. The credit facility was used during the second quarter in acquiring The Turkey Store Company and Diamond Crystal Brand Nutritional Products. This borrowing increased the total debt to equity ratio to 55.5 percent at the end of the third quarter compared to 24.0 percent last year. The Company issued $350,000 of 65/8% Notes due 2011 on June 7, 2001. The proceeds were used to repay all the outstanding borrowings under the credit facility. The Company believes that adequate borrowing capacity remains after the issuance of the long-term notes to take advantage of business opportunities that may arise through additional acquisitions or internal expansion.

    During the third quarter, the Company purchased 1,530 shares under the share repurchase program at an average price per share of $20.23. To-date in fiscal 2001, 134,224 shares have been repurchased at an average price per shared of $18.90. Total shares repurchased under the currently approved plan are 9,175,791 shares at an average price per share of $18.42. Total shares authorized for repurchase under the currently approved plan is 10,000,000 shares.

FORWARD-LOOKING STATEMENTS

    The Company and its representatives may from time to time make written or oral forward-looking statements, including forward-looking statements made in this report, with respect to their current views and estimates of future economic circumstances, industry conditions, company performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties, which could cause the Company's actual results and experiences to differ materially from the anticipated results and expectations, expressed in such forward-looking statements. The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Among the factors that may affect the operating results of the Company are the following: (i) fluctuations in the cost and availability of raw materials, such as feed grain costs; (ii) changes in the availability and relative costs of labor; (iii) market conditions for finished products, including the supply and pricing of alternative proteins; (iv) effectiveness of advertising and marketing programs; (v) the ability of the Company to successfully integrate newly acquired businesses into existing operations; (vi) risks associated with leverage, including cost increases due to rising interest rates; (vii) changes in regulations and laws, including changes in accounting standards, environmental laws, occupational, health and safety laws; (viii) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (ix) adverse results from ongoing litigation; (x) access to foreign markets together with foreign economic conditions, including currency fluctuations; and (xi) the effect of, or changes in, general economic conditions.

    Exhibit 99 to the Annual Report on Form 10-K/A-1 for year ended October 28, 2000 provides the full text of the Company's cautionary statement relevant to forward-looking statements and information for the purpose of "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995.


Item 3. Quantitative and Qualitative Disclosure about Market Risks

    A principal market risk affecting the Company is the exposure to changes in interest rates on the Company's fixed-rate, long-term debt. Market risk for fixed-rate, long-term debt is estimated as the potential increase in fair value, resulting from a hypothetical 10.0 percent decrease in interest rates, and amounts to approximately $18,403. The fair values of the Company's long-term debt were estimated using discounted future cash flows based on the Company's incremental borrowing rates for similar types of borrowing arrangements.

16


    While the Company does have international operations and operates in international markets, it considers its market risk in such activities to be immaterial.

    The Company's earnings are affected by fluctuations in the live hog market. To minimize the impact on earnings, the Company has entered into contracts with producers for the purchase of hogs at formula-based prices over periods of up to 15 years. The contract formula is based on hog production costs. Purchased hogs under contract account for 80 and 69 percent of the total hogs purchased by the Company through nine months of 2001 and 2000, respectively. A hypothetical 10 percent change in the cash market would have impacted approximately 20 and 31 percent of the hogs purchased to-date in 2001 and 2000, respectively, and would not have a material effect on the Company's results. The contracts reduce volatility in hog prices and ensure a steady supply of quality hogs.

    The Company raises or contracts on a yearly basis for live turkeys. This reduces market risk from fluctuations in a live turkey market.

17



PART II—OTHER INFORMATION

HORMEL FOODS CORPORATION


Item 1. Legal Proceedings

    The Company knows of no pending material legal proceedings.


Item 4. Results of Votes of Security Holders

    None.


Item 6. Exhibits and Reports on Form 8-K

 
   
   
   
    (a)   Exhibits

 

 

 

 

4.1

 

Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee, relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4, filed by the Company August 28, 2001, File No. 333-68498.)

 

 

 

 

4.2

 

Supplemental Indenture No. 1 dated as of June 4, 2001, to Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee, relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-4, filed by the Company August 28, 2001, File No. 333-68498.)

 

 

 

 

4.3

 

Registration Rights Agreement dated as of June 7, 2001 among Hormel and Salomon Smith Barney Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bancorp Piper Jaffray, Inc., SunTrust Equitable Securities Corporation and Goldman Sachs & Co. in their respective capacities as initial purchasers of certain outstanding debt securities. (Incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-4 filed by the Company August 28, 2001, File No. 333-68498.)

 

 

(b)

 

Reports on Form 8-K

 

 

 

 

May 11, 2001—The Company filed a Form 8-K announcing completion of the acquisition of the assets of Diamond Crystal Brand Nutritional Foods on April 27, 2001.

 

 

 

 

May 30, 2001—The Company filed an Amendment to Form 8-K dated March 9, 2001 supplementing financial statements and pro-forma financial statements for the acquisition of The Turkey Store Company.

18



FORM 10-Q

EXHIBIT INDEX

Exhibit No.
   

4.1

 

Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee, relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed by the Company August 28, 2001, File No. 333-68498.)

4.2

 

Supplemental Indenture No. 1 dated as of June 4, 2001, to Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee, relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 filed by the Company August 28, 2001, File No. 333-68498.)

4.3

 

Registration Rights Agreement dated as of June 7, 2001, among Hormel and Salomon Smith Barney Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bancorp Piper Jaffray Inc., SunTrust Equitable Securities Corporation and Goldman, Sachs & Co. in their respective capacities as initial purchasers of certain outstanding debt securities. (Incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-4 filed by the Company August 28, 2001, File No. 333-68498.)

19



SIGNATURES

    Pursuant to the requirements 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.

    HORMEL FOODS CORPORATION
(Registrant)

Date: November 28, 2001

 

By

 

/s/ 
M. J. MCCOY   
M. J. McCoy
Executive Vice President
And Chief Financial Officer

Date: November 28, 2001

 

By

 

/s/ 
J. H. FERAGEN   
J. H. Feragen
Vice President And Treasurer

20




QuickLinks

Introductory Note
PART I—FINANCIAL INFORMATION
HORMEL FOODS CORPORATION STATEMENTS OF FINANCIAL POSITION (In Thousands of Dollars)
HORMEL FOODS CORPORATION STATEMENTS OF FINANCIAL POSITION (In Thousands of Dollars)
HORMEL FOODS CORPORATION STATEMENTS OF EARNINGS (In Thousands of Dollars, Except Per Share Amounts) (Unaudited)
HORMEL FOODS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of Dollars) (Unaudited)
HORMEL FOODS CORPORATION NOTES TO FINANCIAL STATEMENTS (In Thousands, Except Per Share and Percentage Amounts) (Unaudited)
RESULTS OF OPERATIONS Overview
Consolidated Results
Segment Results
LIQUIDITY AND CAPITAL RESOURCES
PART II—OTHER INFORMATION HORMEL FOODS CORPORATION
EXHIBIT INDEX
SIGNATURES
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