-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fQxbGXAuoRAEQoTi2s6strR6YL8qlsLZhe5Pc1E8XXW9whTYRwXInF0Uic6mLMsc feRdgyFHfqHoKJyb6SZFPw== 0000088121-95-000013.txt : 19950509 0000088121-95-000013.hdr.sgml : 19950509 ACCESSION NUMBER: 0000088121-95-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950325 FILED AS OF DATE: 19950508 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEABOARD CORP /DE/ CENTRAL INDEX KEY: 0000088121 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 042260388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03390 FILM NUMBER: 95535416 BUSINESS ADDRESS: STREET 1: 9000 W. 67TH STREET CITY: SHAWNEE MISSION STATE: KS ZIP: 66201 BUSINESS PHONE: 913-676-8939 MAIL ADDRESS: STREET 1: 9000 W. 67TH STREET CITY: SHAWNEE MISSION STATE: KS ZIP: 66202 FORMER COMPANY: FORMER CONFORMED NAME: SEABOARD ALLIED MILLING CORP DATE OF NAME CHANGE: 19820328 FORMER COMPANY: FORMER CONFORMED NAME: HATHAWAY BAKERIES INC DATE OF NAME CHANGE: 19710315 10-Q 1 1995 1ST QUARTER 10-Q FILING FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended March 25, 1995 ................................................................. Commission file number 1-3390 ................................................................. Seaboard Corporation ................................................................. (Exact name of registrant as specified in its charter) Delaware 04-2260388 ................................................................. (State or other jurisdiction of (IRS Employer Identification incorporation or organization). No.) 9000 W. 67th Street, Shawnee Mission, KS 66202 ................................................................. (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 913-676-8800 ........................... ................................................................. 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 number of shares outstanding of each of the issuer's classes of common stock, as of latest practicable date. Common stock of $1 par value, 1,487,520 shares outstanding, as of March 25, 1995. Total pages in filing - 11 pages SEABOARD CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets March 25, 1995 and December 31, 1994 (Thousands of Dollars)
Part I - Financial Information March 25, December 31, 1995 1994 ------------ ------------ Assets Current assets: Cash and cash equivalents $ 7,996 $ 4,773 Short-term investments 163,683 174,665 Receivables, net 118,338 104,695 Inventories 79,973 73,243 Deferred income taxes 7,227 6,914 Other current assets 9,483 7,705 --------- --------- Total current assets 386,700 371,995 --------- --------- Investments in and advances to foreign subsidiaries not consolidated 28,447 30,453 --------- --------- Property, plant and equipment 459,125 430,151 Accumulated depreciation (183,538) (175,080) --------- --------- Net property, plant and equipment 275,587 255,071 --------- --------- Other assets 17,985 17,692 --------- --------- Total assets $708,719 $675,211 ========= ========= Liabilities and Stockholders' Equity Current liabilities: Notes payable and current maturities of long-term debt $ 30,198 $ 23,984 Accounts payable 38,952 42,560 Income taxes payable 9,212 11,931 Other current liabilities 51,535 33,999 --------- --------- Total current liabilities 129,897 112,474 --------- --------- Long-term debt, less current maturities 182,447 177,666 --------- --------- Deferred income taxes 19,246 18,810 --------- --------- Other Liabilities 22,915 20,181 --------- --------- Stockholders' equity: Common stock of $1 par value, Authorized 4,000,000 shares; issued 1,789,599 shares 1,790 1,790 Less 302,079 shares held in treasury, at par value 302 302 --------- --------- 1,488 1,488 Additional Capital 13,214 13,214 Unrealized loss on debt securities, (net of deferred income taxes of $179 and $466 at March 25, 1995 and December 31, 1994, respectively.) (298) (764) Retained earnings 339,810 332,142 --------- --------- Total stockholders' equity 354,214 346,080 --------- --------- Total liabilities and stockholders' equity $708,719 $675,211 ========= ========= See notes to condensed consolidated financial statements.
Page 2 SEABOARD CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Earnings Twelve weeks ended March 25, 1995 and March 26, 1994 (Thousands of dollars except per share amounts)
March 25, March 26, 1995 1994 ---------- ---------- Net sales $235,923 $257,398 Cost of sales and operating expenses 193,836 221,329 --------- --------- Gross income 42,087 36,069 Selling, general and administrative expenses 28,398 24,267 --------- --------- Operating income 13,689 11,802 --------- --------- Income (loss) from foreign subsidiaries not consolidated (1,019) 799 --------- --------- Other income (expense): Interest income 2,301 1,744 Interest expense (2,534) (3,358) Miscellaneous (47) 62 --------- --------- Total other income (expense) (280) (1,552) --------- --------- Earnings before income taxes 12,390 11,049 --------- --------- Income tax expense (benefit): Current 4,531 2,817 Deferred (181) 756 --------- --------- Total income taxes 4,350 3,573 --------- --------- Net earnings $ 8,040 $ 7,476 ========= ========= Earnings per common share $ 5.40 $ 5.03 ========= ========= Dividends declared per common share $ .25 $ .25 ========= ========= Average number of shares outstanding 1,487,520 1,487,520 ========= ========= See notes to condensed consolidated financial statements.
Page 3 SEABOARD CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows Twelve weeks ended March 25, 1995 and March 26, 1994 (Thousands of dollars)
March 25, March 26, 1995 1994 --------- --------- Net cash provided by operating activities $ 3,948 $ 1,164 ---------- ---------- Cash flows from investing activities: Purchase of investments (67,846) (197,599) Proceeds from the sale and maturity of investments 79,582 218,188 Capital expenditures, net (29,195) (11,045) Notes receivable 1,014 355 Investments and advances to foreign subsidiaries not consolidated 987 (1,057) ---------- ---------- Net cash (used in) provided by investing activities (15,458) 8,842 ---------- ---------- Cash flows from financing activities: Notes payable to bank 6,488 (7,188) Proceeds from long-term debt 5,943 1,896 Principal payments (1,436) (6,126) Deferred grant revenue 2,993 - Bond construction fund 1,117 - Dividends paid (372) (372) ---------- ---------- Net cash provided by (used in) financing activities 14,733 (11,790) ---------- ---------- Net increase (decrease) in cash and cash equivalents 3,223 (1,784) Cash and cash equivalents at beginning of year 4,773 7,110 ---------- ---------- Cash and cash equivalents at end of quarter $ 7,996 $ 5,326 ========== ========== Disclosure of accounting policy: For purposes of the Condensed Consolidated Statements of Cash Flows, the Company considers all demand deposits and overnight investments as cash and cash equivalents. See notes to condensed consolidated financial statements.
Page 4 SEABOARD CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements Note 1 In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of March 25, 1995, and the results of operations and cash flows for the twelve weeks ended March 25, 1995 and March 26, 1994. Note 2 The results of operations for the twelve weeks ended March 25, 1995 and March 26, 1994 are not necessarily indicative of the results to be expected for the full year. Note 3 The following is a summary of inventories at March 25, 1995 and December 31, 1994 (in thousands):
March 25, December 31, 1995 1994 ---------- ------------ At lower of last-in, first-out (LIFO) cost or market: Live poultry $22,640 $22,230 Dressed poultry 17,086 13,344 Feed and baking ingredients, packaging supplies and other 6,579 6,121 ---------- ---------- 46,305 41,695 LIFO allowance (1,965) (1,390) ---------- ---------- Total inventories at lower of LIFO cost or market 44,340 40,305 ---------- ---------- At lower of first-in, first-out (FIFO) cost or market: Live hogs 11,433 10,122 Grain, flour and feed 9,383 7,622 Crops in production, fertilizers and pesticides 5,014 6,132 Dressed pork 3,025 2,523 Other 6,778 6,539 ---------- ---------- Total inventories at lower of FIFO cost or market 35,633 32,938 ---------- ---------- Total inventories $79,973 $73,243 ========== ==========
Page 5 First Quarter 1995 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Liquidity, as measured by current ratio and working capital, are presented as follows: March 25, 1995 December 31, 1994 -------------- ----------------- Current Ratio 2.98 3.31 Working Capital (in thousands) $256,803 $259,521 The Company generated $3.9 million in cash from operating activities for the quarter ending March 25, 1995 compared to $1.2 million for the quarter ending March 26, 1994. The change includes increases in accounts receivable relating to higher export and transportation sales which have longer collection terms and higher accrued liabilities related to incomplete voyages. The Company invested $24.2 million in property, plant and equipment through March 25, 1995 in the food production and processing segment. Capital expenditures of $16.3 million were for construction of hog farrowing and finishing facilities, a feedmill and a pork processing plant. The facilities are located in Oklahoma, Colorado, Kansas and Texas. Cumulative capital expenditures on these facilities since 1992 total $81.4 million. The Company expects additional expenditures for facilities and working capital to total approximately $185.0 million in the next two years, of which approximately $89.3 million is currently under contract. Management anticipates the facilities will be financed with additional senior notes and cash generated from operations. Other capital expenditures in the food production and processing segment through March 25, 1995 consisted of $7.9 million in general modernization and efficiency upgrades of plant and equipment. During the quarter, the Company borrowed the proceeds of $3.3 million in Industrial Development Revenue Bonds issued by the Guymon Utilities Authority. The funds are being used to construct a waste pre-treatment facility for the Company's pork processing plant currently under construction in Guymon, Oklahoma. Capital expenditures in the transportation segment for general replacement and upgrade of property and equipment through March 25, 1995, totaled $4.8 million, of which $2.6 million was financed through a capitalized lease and the balance was paid with cash. Subsequent to March 25, 1995, the Company plans to purchase two containerized cargo vessels to be used in its ocean liner service. The purchase price of $14.5 million will be paid from internal cash sources. Page 6 Liquidity and Capital Resources (continued) Subsequent to March 25, 1995, commitments, subject to the negotiation of definitive documentation, were made by various institutional investors to purchase $125.0 million of the Company's senior notes with average maturities of ten years at a fixed rate of 7.88%. It is anticipated that this private placement will be closed in the second quarter of 1995. As of March 25, 1995 and December 31, 1994, the Company had $27.1 million and $20.6 million, respectively, outstanding under the Company's short-term uncommitted, unsecured credit lines from banks totaling $122.0 million. Management intends to continue seeking opportunities for expansion in the industries in which it operates and believes that the Company's liquidity, capital resources and borrowing capabilities are adequate for its current and intended operations. Results of Operations Net sales for the twelve weeks ended March 25, 1995 decreased by $21.5 million compared to the same quarter one year earlier. Operating income increased by $1.9 million compared to the same quarter one year ago. The segment distribution of the increase (decrease) in sales and operating income compared to the prior year are as follows (in thousands): Net Sales Operating Income -------------- ---------------- Food production and processing $(33,000) $ 3,149 Transportation 8,746 (1,620) Other 2,779 358 -------------- ---------------- $(21,475) $ 1,887 ============== ================ Food Production and Processing Segment Net sales of pork products and live hogs declined from $50.2 million in the first quarter of 1994 to $18.1 million in 1995. This resulted from discontinuing the fresh pork operations at the Company's Minnesota processing plant in March 1994. The ongoing operations of the plant consist of processed meats. Gross income in the pork operations declined from $1.3 million in 1994 to a negative $0.4 million for the quarter ending March 25, 1995 primarily due to the live hog operations reporting negative gross income in the first quarter of 1995 resulting from higher production costs as the live operations are in a start-up phase. Page 7 Results of Operations (continued) Net sales of poultry products increased by $6.0 million during the quarter compared to the same period one year earlier to total $95.8 million. The increase in net sales of poultry products was primarily related to increased sales volume at the Company's poultry processing plant in Western Kentucky. Gross income on poultry products increased from $6.4 million to $11.2 million for the comparable quarter ending March 25, 1995. The increase in gross income resulted primarily from lower finished feed costs, which represent a significant percentage of total poultry product costs, and an increase in pounds of poultry products sold. Operating income within the food production and processing segment increased compared to the same quarter one year earlier. The increase was primarily related to decreases in finished poultry feed costs resulting in higher margins as described above. The net increase in operating income includes an operating loss from the pork operations resulting from expenses incurred in advance of the opening of the processing plant now being constructed in Guymon, Oklahoma. Transportation Segment Net sales in the transportation segment increased for the quarter compared to the same period one year earlier. The increase resulted from new services to South America and the Caribbean Basin and increased volume within existing services in Central America. Operating income decreased compared to the same period one year ago. The decrease is primarily related to increased operating costs resulting from new services. Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $4.1 million during the quarter compared to the same period one year earlier. The increase is primarily attributable to staffing and expenses relating to pork operations in advance of the opening of the processing plant now being constructed in Guymon, Oklahoma. In addition, selling, general and administrative costs increased as a result of additional marketing and administrative support of expanded shipping routes and product lines. Other Interest expense decreased during the quarter compared to the same period one year ago principally because the Company retired $26.3 million of long-term debt in the fourth quarter of 1994. A significant portion of the Company's debt has fixed rates of interest, and therefore increasing interest rates did not have a significant effect on interest expense. Interest rate exchange agreements resulted in additional interest expense of $0.5 million in the first quarter of 1994. Foreign currency gains and losses included in earnings for the first quarter of 1995 and 1994 were not material. Page 8 Results of Operations (continued) The effective income tax rate for the quarter ending March 25, 1995 increased compared to the same quarter one year ago. The increase is primarily related to the expiration of the Targeted Jobs Tax Credit. The Company does not believe its businesses have been materially adversely affected by inflation. Page 9 SEABOARD CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of stockholders was held on April 24, 1995 in Newton, Massachusetts. Two items were submitted to a vote of stockholders as described in the Company's Proxy Statement dated March 31, 1995. The table below briefly describes the proposals and results of the stockholders' vote: Votes in Votes Broker Favor Against Abstain Nonvotes 1. To elect: H. Harry Bresky, 1,434,271 0 510 0 Joe E. Rodrigues, 1,434,281 0 500 0 David A. Adamsen 1,434,281 0 500 0 and Thomas J. Shields 1,434,281 0 500 0 as directors. 2. To ratify selection of KPMG Peat Marwick LLP as independent auditors. 1,434,291 275 215 0 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits required to be filed by item 601 of Regulation S-K and by Item 6(a) of Instruction. 27 Financial Data Schedule (b) Reports on Form 8-K. Seaboard Corporation has not filed any reports on Form 8-K during the twelve week period ended March 25, 1995. Page 10 PART II - OTHER INFORMATION 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. DATE: May 8, 1995 Seaboard Corporation by: /s/ Rick J. Hoffman Rick J. Hoffman, Vice President by: /s/ Jesse H. Bechtold Jesse H. Bechtold, Chief Accounting Officer Page 11 EX-27 2
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FIRST QUARTER 10-Q FILING AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000088121 SEABOARD CORPORATION 1000 3-MOS DEC-31-1995 JAN-01-1995 MAR-25-1995 7996 163683 118338 10347 79973 386700 459125 183538 708719 129897 182447 1488 0 0 352726 708719 235923 235923 193836 193836 28398 0 2534 12390 4350 8040 0 0 0 8040 5.4 5.4
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