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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For Quarter Ended January 30, 2005

 

Commission File
Number 1-2402

 

 

HORMEL FOODS CORPORATION

 

Incorporated Under the Laws
of the State of Delaware

 

Fein #41-0319970

 

1 Hormel Place

Austin, Minnesota 55912-3680

Telephone - (507) 437-5611

 

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

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 January 30, 2005

 

Common Stock

 

$.0586 par value       138,175,836

 

Common Stock Non-Voting

 

$.01 par value                            -0-

 

 


 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

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

 

CRITICAL ACCOUNTING POLICIES

 

RESULTS OF OPERATIONS

 

Overview

 

Consolidated Results

 

Segment Results

 

Related Party Transactions

 

LIQUIDITY AND CAPITAL RESOURCES

 

FORWARD-LOOKING STATEMENTS

 

 

 

Item 3. Quantitative and Qualitative Disclosure about Market Risks

 

 

 

Item 4. Controls and Procedures

 

 

 

PART II - OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

Item 4. Submission of Matters to a Vote of Security Holders

 

 

 

Item 6. Exhibits

 

 

 

SIGNATURES

 

 

2


 

PART I FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In Thousands of Dollars)

 

 

 

 

January 30,

 

October 30,

 

 

2005

 

2004

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

145,205

 

 

$

288,881

 

Accounts receivable

 

282,359

 

 

272,738

 

Inventories

 

472,865

 

 

425,655

 

Deferred income taxes

 

28,811

 

 

29,254

 

Prepaid expenses and other current assets

 

14,092

 

 

12,875

 

TOTAL CURRENT ASSETS

 

943,332

 

 

1,029,403

 

 

 

 

 

 

 

 

DEFERRED INCOME TAXES

 

2,973

 

 

0

 

 

 

 

 

 

 

 

GOODWILL

 

443,740

 

 

417,728

 

 

 

 

 

 

 

 

OTHER INTANGIBLES

 

108,491

 

 

95,214

 

 

 

 

 

 

 

 

NET PENSION ASSETS

 

63,498

 

 

67,037

 

 

 

 

 

 

 

 

INVESTMENTS IN AND RECEIVABLES FROM AFFILIATES

 

58,305

 

 

55,232

 

 

 

 

 

 

 

 

OTHER ASSETS

 

167,312

 

 

165,117

 

 

 

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT

 

 

 

 

 

 

Land

 

36,214

 

 

25,872

 

Buildings

 

509,664

 

 

455,860

 

Equipment

 

1,009,787

 

 

948,244

 

Construction in progress

 

47,370

 

 

44,666

 

 

 

1,603,035

 

 

1,474,642

 

Less allowance for depreciation

 

(785,282

)

 

(770,405

)

 

 

817,753

 

 

704,237

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

2,605,404

 

 

$

2,533,968

 

 

 

See notes to consolidated financial statements

 

3


 

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In Thousands of Dollars)

 

 

 

January 30,

 

October 30,

 

 

2005

 

2004

 

 

(Unaudited)

 

 

 

LIABILITIES AND SHAREHOLDERS’ INVESTMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

219,599

 

 

$

203,563

 

Accrued expenses

 

41,899

 

 

31,435

 

Accrued marketing expenses

 

83,389

 

 

71,855

 

Employee compensation

 

68,468

 

 

94,548

 

Taxes, other than federal income taxes

 

15,439

 

 

13,569

 

Dividends payable

 

18,223

 

 

15,673

 

Federal income tax

 

25,647

 

 

17,963

 

Current maturities of long-term debt

 

15,760

 

 

15,760

 

TOTAL CURRENT LIABILITIES

 

488,424

 

 

464,366

 

 

 

 

 

 

 

 

LONG-TERM DEBT—less current maturities

 

361,495

 

 

361,510

 

 

 

 

 

 

 

 

ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION

 

257,597

 

 

257,392

 

 

 

 

 

 

 

 

OTHER LONG-TERM LIABILITIES

 

47,327

 

 

47,128

 

 

 

 

 

 

 

 

DEFERRED INCOME TAXES

 

0

 

 

4,324

 

 

 

 

 

 

 

 

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 138,224,600 shares January 30, 2005

 

 

 

 

 

 

issued 137,875,211 shares October 30, 2004

 

8,100

 

 

8,079

 

Additional paid-in capital

 

5,968

 

 

0

 

Accumulated other comprehensive loss

 

(23,242

)

 

(23,534

)

Retained earnings

 

1,461,111

 

 

1,414,703

 

 

 

1,451,937

 

 

1,399,248

 

Shares held in treasury – 48,764 shares

 

(1,376

)

 

0

 

TOTAL SHAREHOLDERS’ INVESTMENT

 

1,450,561

 

 

1,399,248

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT

 

$

2,605,404

 

 

$

2,533,968

 

 

See notes to consolidated financial statements

 

4


 

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

 

 

 

Three Months Ended

 

 

January 30,
2005

 

January 24,
2004

Net sales

 

$

1,271,431

 

 

$

1,135,533

 

Cost of products sold

 

959,618

 

 

863,757

 

GROSS PROFIT

 

311,813

 

 

271,776

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

Selling and delivery

 

169,517

 

 

151,640

 

Administrative and general

 

40,622

 

 

36,618

 

TOTAL EXPENSES

 

210,139

 

 

188,258

 

 

 

 

 

 

 

 

Equity in earnings of affiliates

 

2,927

 

 

1,706

 

OPERATING INCOME

 

104,601

 

 

85,224

 

 

 

 

 

 

 

 

Other income and expenses:

 

 

 

 

 

 

Interest and investment income

 

4,605

 

 

3,202

 

Interest expense

 

(6,774

)

 

(6,810

)

EARNINGS BEFORE INCOME TAXES

 

102,432

 

 

81,616

 

Provision for income taxes

 

37,958

 

 

29,790

 

 

 

 

 

 

 

 

NET EARNINGS

 

$

64,474

 

 

$

51,826

 

 

 

 

 

 

 

 

NET EARNINGS PER SHARE:

 

 

 

 

 

 

BASIC

 

$

0.47

 

 

$

0.37

 

DILUTED

 

$

0.46

 

 

$

0.37

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING:

 

 

 

 

 

 

BASIC

 

138,036

 

 

138,612

 

DILUTED

 

139,626

 

 

140,102

 

 

 

 

 

 

 

 

DIVIDENDS DECLARED PER SHARE:

 

$

0.1300

 

 

$

0.1125

 

 

 

See notes to consolidated financial statements

 

5


 

HORMEL FOODS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of Dollars)

(Unaudited)

 

 

 

Three Months Ended

 

 

January 30,
2005

 

January 24,
2004

OPERATING ACTIVITIES

 

 

 

 

 

 

Net earnings

 

$

64,474

 

 

$

51,826

 

Adjustments to reconcile to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation

 

24,137

 

 

21,275

 

Amortization of intangibles

 

2,023

 

 

1,750

 

Equity in earnings of affiliates

 

(2,739

)

 

(1,358

)

Provision for deferred income taxes

 

(5,885

)

 

(2,597

)

Loss on property/equipment sales and plant facilities

 

181

 

 

0

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

Decrease in accounts receivable

 

17,084

 

 

25,112

 

Increase in inventories, prepaid expenses, and other current assets

 

(16,921

)

 

(44,384

)

Decrease in accounts payable and accrued expenses

 

(3,894

)

 

(21,280

)

Other

 

1,477

 

 

806

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

79,937

 

 

31,150

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

Purchase of held-to-maturity securities

 

0

 

 

(3,250

)

Acquisitions of businesses

 

(188,243

)

 

(2,070

)

Purchases of property/equipment

 

(24,761

)

 

(15,830

)

Proceeds from sales of property/equipment

 

514

 

 

604

 

Decrease (Increase) in investments, equity in affiliates, net pension assets, and other assets

 

952

 

 

(3,161

)

NET CASH USED IN INVESTING ACTIVITIES

 

(211,538

)

 

(23,707

)

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

Principal payments on long-term debt

 

(15

)

 

(2,351

)

Dividends paid on Common Stock

 

(15,516

)

 

(14,550

)

Stock repurchase

 

(1,229

)

 

(8,711

)

Other

 

4,685

 

 

2,131

 

NET CASH USED IN FINANCING ACTIVITIES

 

(12,075

)

 

(23,481

)

 

 

 

 

 

 

 

DECREASE IN CASH AND CASH EQUIVALENTS

 

(143,676

)

 

(16,038

)

Cash and cash equivalents at beginning of year

 

288,881

 

 

97,976

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF QUARTER

 

$

145,205

 

 

$

81,938

 

 

 

See notes to consolidated financial statements

 

6


 

HORMEL FOODS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share and Percentage Amounts)

(Unaudited)

 

 

NOTE A              GENERAL

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year.  The balance sheet at October 30, 2004, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 30, 2004.

 

Stock-Based Compensation

 

In the fourth quarter of fiscal 2003, the Company adopted the fair value method of accounting for employee stock options in accordance with Statement of Financial Accounting Standard (SFAS) No. 123, “Accounting for Stock-Based Compensation” and SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.”  At that time, the Company elected to use the prospective method to recognize stock-based compensation expense.  The Company has continued to use the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for employee stock options granted prior to fiscal year 2003.  Based on that methodology, the Company recognized $903, net of tax, for stock options expense in the first quarter of fiscal 2005.

 

In the first quarter of fiscal 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004), “Share-Based Payment.”   The statement is effective for interim or annual periods beginning after June 15, 2005, and the Company will adopt the statement in the fourth quarter of fiscal 2005.  The provisions of the statement require that the Company begin expensing options using the modified-prospective transition method at that time.  As a result of beginning to expense grants issued prior to fiscal 2003 that are currently vesting, the Company will incur approximately $500, before tax, of additional expense in the fourth quarter of fiscal 2005 than previously projected under the prospective method.

 

In calculating the fair value of options granted in fiscal 2005, the Company has increased the expected life assumption to 8.0 years from 7.0 years used in 2004.  Additionally, the Company reduced the volatility assumption to 22.0% from 24.4% used in 2004.

 

7


 

Pro forma amounts as if the Company had used the fair value method in accounting for all employee stock options are as follows:

 

 

 

Three Months Ended

 

 

January 30,
2005

 

January 24,
2004

Net earnings, as reported

 

$

64,474

 

 

$

51,826

 

Add: Stock-based compensation expense included in reported net earnings, net of related tax effects

 

903

 

 

507

 

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

 

(1,283

)

 

(1,250

)

 

 

 

 

 

 

 

Pro forma net earnings

 

$

64,094

 

 

51,083

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

Basic—as reported

 

$

0.47

 

 

$

0.37

 

Basic—pro forma

 

$

0.46

 

 

$

0.37

 

 

 

 

 

 

 

 

Diluted—as reported

 

$

0.46

 

 

$

0.37

 

Diluted—pro forma

 

$

0.46

 

 

$

0.36

 

 

Guarantees

 

The Company enters into various agreements guaranteeing specified obligations of affiliated parties.  Currently, the Company provides a standby letter of credit for obligations of an affiliated party that may arise under worker compensation claims.  The Company’s guarantees either terminate in one year or remain in place until such time as Hormel Foods revokes the agreement.  Total guarantees provided by the Company, as of January 30, 2005, amounted to $1,940.  These potential obligations are not reflected in the Company’s consolidated balance sheet.

 

New Accounting Pronouncements

 

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” which amends SFAS No. 123, “Accounting for Stock-Based Compensation,” and supercedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.”  The statement requires that entities measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award, as calculated using an accepted valuation model.  In addition, the statement rescinds the use of the prospective transition model for expensing employee stock options.  The impact of adopting this statement is discussed above under the heading “Stock-Based Compensation.”

 

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29.”  The statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  The statement is effective for fiscal periods beginning after June 15, 2005, and adoption is not expected to have a material impact on the Company’s financial condition.

 

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4.”  The statement requires that idle facility expense, excessive spoilage, double freight, and rehandling costs be recognized as a current-period charge to earnings.  Previous guidance mandated that these costs be charged to earnings on a current basis only under certain circumstances.  The statement is effective for annual periods beginning after June 15, 2005, and adoption is not expected to have a material impact on the Company’s financial condition.

 

8


 

NOTE B              ACQUISITIONS

 

On December 29, 2004, the Company purchased all of the outstanding stock of Clougherty Packing Company (Clougherty), for $185.7 million in cash.  Clougherty is a privately held Southern California pork processor and maker of the Farmer John brand of pork products popular throughout the Southwestern United States.  The acquisition is expected to strengthen the Company’s presence in that geographic area and complements many of the Company’s existing product families.  Allocation of the purchase price, including related costs, is presented in the table below.  The allocation is preliminary, pending completion of Clougherty’s annual audit, final asset valuations, and post-closing working capital adjustments.

 

(In Thousands)

 

 

 

Current assets

 

$

59,100

 

Goodwill

 

26,012

 

Other intangibles

 

15,300

 

Other assets

 

50

 

Property, plant and equipment

 

113,587

 

Current liabilities

 

(25,806

)

Purchase price (including related costs)

 

$

188,243

 

 

Clougherty’s operating results are included in the Company’s Consolidated Statement of Operations from the date of acquisition, and are reported in the Refrigerated Foods segment.  Pro forma results of operations are not presented for the Clougherty acquisition, as the effects are not material to the consolidated Company.

 

NOTE C              GOODWILL AND INTANGIBLE ASSETS

 

Changes in the carrying value of goodwill for the three month period ended January 30, 2005, are presented in the table below.  The $26,012 of goodwill acquired in the first quarter represents the preliminary purchase price allocation related to the acquisition of Clougherty Packing Company (Clougherty) on December 29, 2004.

 

 

 

Grocery
Products

 

Refrigerated
Foods

 

JOTS

 

Specialty
Foods

 

Other

 

Total

 

Balance as of
October 30, 2004

 

$

40,564

 

 

$

5,224

 

 

$

203,214

 

 

$

166,374

 

 

$

2,352

 

 

$

417,728

 

Goodwill acquired

 

 

 

 

26,012

 

 

 

 

 

 

 

 

 

 

 

26,012

 

Balance as of
January 30, 2005

 

$

40,564

 

 

$

31,236

 

 

$

203,214

 

 

$

166,374

 

 

$

2,352

 

 

$

443,740

 

 

 

The gross carrying amount and accumulated amortization for definite-lived intangible assets are presented below.  The increase for the first quarter represents the preliminary valuation of customer lists acquired from Clougherty.

 

 

 

January 30, 2005

 

October 30, 2004

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Gross Carrying
Amount

 

Accumulated
Amortization

Formulas

 

$

13,195

 

 

$

(3,907

)

 

$

13,195

 

 

$

(3,460

)

Non-compete covenants

 

12,740

 

 

(5,152

)

 

12,740

 

 

(4,511

)

Customer lists

 

10,720

 

 

(1,163

)

 

5,420

 

 

(870

)

Proprietary software & Technology

 

8,870

 

 

(1,211

)

 

8,970

 

 

(1,076

)

Distribution network

 

3,100

 

 

(650

)

 

3,100

 

 

(572

)

Other intangibles

 

6,042

 

 

(3,387

)

 

6,292

 

 

(3,308

)

Total

 

$

54,667

 

 

$

(15,470

)

 

$

49,717

 

 

$

(13,797

)

 

9


 

Amortization expense for the three months ended January 30, 2005, and January 24, 2004, was $2,023 and $1,750, respectively.

 

Estimated annual amortization expense for the five fiscal years after October 30, 2004, is as follows:

 

2005

 

$

8,269

 

2006

 

7,760

 

2007

 

7,369

 

2008

 

4,934

 

2009

 

3,636

 

 

The carrying amounts for indefinite-lived intangible assets are presented in the table below.  The $10,000 increase for the first quarter represents the preliminary valuation of trademarks acquired from Clougherty.

 

 

 

January 30, 2005

 

October 30, 2004

Brand/tradename/trademarks

 

$

69,110

 

 

$

59,110

 

Other intangibles

 

184

 

 

184

 

Total

 

$

69,294

 

 

$

59,294

 

 

 

NOTE D              SHIPPING AND HANDLING COSTS

 

Shipping and handling costs are recorded as selling and delivery expenses.  Shipping and handling costs were $83,403 for the three months ended January 30, 2005, compared to $73,006 for the three months ended January 24, 2004.  The increase is primarily due to higher fuel related charges as compared to the prior year.

 

NOTE E              EARNINGS PER SHARE DATA

 

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

 

 

 

Three Months Ended

 

 

January 30,
2005

 

January 24,
2004

 

 

 

 

 

 

 

Basic weighted-average shares outstanding

 

138,036

 

 

138,612

 

 

 

 

 

 

 

 

Net effect of dilutive stock options

 

1,590

 

 

1,490

 

 

 

 

 

 

 

 

Diluted weighted-average shares outstanding

 

139,626

 

 

140,102

 

 

NOTE F              COMPREHENSIVE INCOME

 

Components of comprehensive income, net of taxes, are:

 

 

 

Three Months Ended

 

 

January 30,
2005

 

January 24,
2004

Net earnings

 

$

64,474

 

 

$

51,826

 

Other comprehensive income (loss):

 

 

 

 

 

 

Unrealized gain on available-for-sale securities

 

0

 

 

15,420

 

Deferred loss on hedging

 

(1,533

)

 

(22

)

Reclassification adjustment into net earnings

 

1,613

 

 

1,197

 

Foreign currency translation

 

212

 

 

(461

)

Other comprehensive income

 

292

 

 

16,134

 

Total comprehensive income

 

$

64,766

 

 

$

67,960

 

 

10


 

NOTE G              INVENTORIES

 

Principal components of inventories are:

 

 

 

January 30,
2005

 

October 30,
2004

Finished products

 

$

288,803

 

 

$

258,941

 

Raw materials and work-in-process

 

134,022

 

 

126,139

 

Materials and supplies

 

87,049

 

 

77,329

 

LIFO reserve

 

(37,009

)

 

(36,754

)

 

 

 

 

 

 

 

Total

 

$

472,865

 

 

$

425,655

 

 

NOTE H              DERIVATIVES AND HEDGING

 

The Company uses hedging programs to manage risk associated with commodity purchases and certain foreign currency transactions.  These programs utilize futures contracts and swaps to manage the Company’s exposure to price fluctuations in the commodities markets and fluctuations in foreign currencies.

 

Cash Flow Hedges:  The Company from time to time utilizes corn and soybean meal futures to offset the price fluctuation in the Company’s future commodity purchases.  The Company has entered into various NYMEX-based swaps to hedge the purchase of natural gas at various plant locations.  The Company also utilizes currency futures contracts to reduce its exposure to fluctuations in foreign currencies related to the receipt of royalties that are computed in British pounds.  The financial instruments are designated and accounted for as cash flow hedges, and the Company measures the effectiveness of the hedges on a regular basis.  The Company has determined its hedges to be highly effective and recorded an immaterial amount of ineffectiveness to earnings in the first quarter of fiscal 2005.  Effective gains or losses related to these cash flow hedges are reported as other comprehensive income (loss) and reclassified into earnings, through cost of products sold (commodity positions) or net sales (currency futures), in the period or periods in which the hedged transactions affect earnings.  The Company typically does not hedge its commodity purchases beyond 15 months and currency exposure beyond 12 months.

 

As of January 30, 2005, the Company has included in accumulated other comprehensive loss hedging losses of $2,409 (net of tax) relating to its positions.  The Company expects to recognize the majority of these losses over the next twelve months.  Losses in the amount of $2,588, before tax, were reclassified into earnings in the three months ended January 30, 2005.

 

Fair Value Hedges:  The Company utilizes hog futures to minimize the price risk assumed when forward priced contracts are offered to the Company’s hog producers.  The intent of the program is to make the forward priced hogs cost nearly the same as cash market hogs at the date of delivery.

 

The futures contracts are designated and accounted for as fair value hedges, and the Company measures the effectiveness of the hedges on a regular basis.  The Company has determined its hedge program to be highly effective.  In the first quarter of 2005, the Company recorded $80 of ineffectiveness to earnings related to hedge positions.  Changes in the fair value of the futures contracts, along with the gain or loss on the hedged purchase commitment, are marked-to-market through earnings and are recorded on the consolidated statement of financial position as a current asset and liability, respectively.

 

As of January 30, 2005, the fair value of the Company’s open futures contracts was $(1,498).  Losses on closed futures contracts in the amount of $1,953, before tax, were recognized in earnings during the three months ended January 30, 2005.

 

11

 


 

NOTE I             PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

 

Net periodic benefit cost for pension and other postretirement benefit plans consists of the following:

 

 

 

Pension Benefits
Three months ended

 

Other Postretirement Benefits
Three months ended

 

 

 

January 30,
2005

 

January 24,
2004

 

January 30,
2005

 

January 24,
2004

 

Service cost

 

$

4,580

 

 

$

4,169

 

 

$

806

 

 

$

796

 

 

Interest cost

 

9,956

 

 

9,495

 

 

5,604

 

 

5,615

 

 

Expected return on plan assets

 

(11,937

)

 

(9,785

)

 

 

 

 

 

 

 

Amortization of transition obligation

 

 

 

 

(52

)

 

 

 

 

 

 

 

Amortization of prior service cost

 

228

 

 

227

 

 

1,414

 

 

1,387

 

 

Recognized actuarial loss

 

2,641

 

 

2,467

 

 

960

 

 

531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net periodic cost

 

$

5,468

 

 

$

6,521

 

 

$

8,784

 

 

$

8,329

 

 

 

During the third quarter of fiscal 2004, the Company determined its prescription drug plan to be actuarially equivalent to Medicare Part D, based on an analysis of the net company cost, and adopted the provisions of the Medicare Prescription Drug, Improvement and Modernization Act of 2003.   This resulted in a reduction of the Company’s accumulated postretirement benefit obligation of $41,451.  That amount represents an actuarial gain that is being amortized over future service periods.  Any subsidies or reductions in covered claims will reduce periodic service costs.  Future guidance issued by the federal government for determining actuarial equivalency could require the Company to review this determination and change previously reported information.

 

NOTE J              SEGMENT REPORTING

 

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 five segments: Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, Specialty Foods, and All Other.

 

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

 

The Refrigerated Foods segment includes the Meat Products and Foodservice business units.  The segment consists primarily 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 Precept Foods, LLC operation, which offers fresh case-ready pork and beef products to its retail customers.  Precept Foods, LLC is a 51 percent owned joint venture between Hormel Foods Corporation and Cargill Meat Solutions Corporation (formerly Excel Corporation), a wholly owned subsidiary of Cargill, Incorporated.  Clougherty Packing Company, which was acquired on December 29, 2004, is also included in this segment.

 

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

 

The Specialty Foods segment includes the Diamond Crystal Brands, Century Foods International, Hormel HealthLabs, and Specialty Products operating segments.  This segment consists of the packaging and sale of various sugar and sugar substitute products, salt and pepper products, dessert mixes, gelatin products, and private label canned meats to retail and foodservice customers.  This segment also includes the processing, marketing, and sale of nutritional food products and supplements to hospitals, nursing homes, and other marketers of nutritional products. Effective November 1, 2004, the Hormel HealthLabs operating segment was consolidated into Diamond Crystal Brands.

 

The All Other segment includes the Dan’s Prize and Hormel Foods International operating segments.  These businesses produce, market, and sell beef products, and manufacture, market, and sell Company products

 

12


 

internationally.  This segment also includes various miscellaneous corporate sales.  Previously, this segment also included Vista International Packaging, a manufacturer of food packaging (i.e., casings for dry sausage), which was sold effective June 30, 2004.

 

Sales between reporting segments are recorded at prices that approximate cost.  Equity in earnings of affiliates is included in segment profit; however, 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 “Net interest and investment income” and “General corporate expense” when reconciling to earnings before income taxes.

 

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

 

 

 

Three Months Ended

 

 

 

January 30,
2005

 

January 24,
2004

 

Net Sales to Unaffiliated Customers

 

 

 

 

 

 

 

Grocery Products

 

$

193,825

 

 

$

183,836

 

 

Refrigerated Foods

 

648,432

 

 

544,624

 

 

Jennie-O Turkey Store

 

261,082

 

 

237,535

 

 

Specialty Foods

 

110,092

 

 

112,183

 

 

All Other

 

58,000

 

 

57,355

 

 

Total

 

$

1,271,431

 

 

$

1,135,533

 

 

 

 

 

 

 

 

 

 

Intersegment Sales

 

 

 

 

 

 

 

Grocery Products

 

$

0

 

 

$

0

 

 

Refrigerated Foods

 

2,320

 

 

3,566

 

 

Jennie-O Turkey Store

 

16,130

 

 

12,451

 

 

Specialty Foods

 

30

 

 

0

 

 

All Other

 

19,992

 

 

22,181

 

 

Total

 

$

38,472

 

 

$

38,198

 

 

Intersegment elimination

 

(38,472

)

 

(38,198

)

 

Total

 

$

0

 

 

$

0

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

Grocery Products

 

$

193,825

 

 

$

183,836

 

 

Refrigerated Foods

 

650,752

 

 

548,190

 

 

Jennie-O Turkey Store

 

277,212

 

 

249,986

 

 

Specialty Foods

 

110,122

 

 

112,183

 

 

All Other

 

77,992

 

 

79,536

 

 

Intersegment elimination

 

(38,472

)

 

(38,198

)

 

Total

 

$

1,271,431

 

 

$

1,135,533

 

 

 

 

 

 

 

 

 

 

Segment Profit

 

 

 

 

 

 

 

Grocery Products

 

$

34,944

 

 

$

34,383

 

 

Refrigerated Foods

 

35,866

 

 

29,789

 

 

Jennie-O Turkey Store

 

34,398

 

 

22,227

 

 

Specialty Foods

 

3,541

 

 

4,718

 

 

All Other

 

4,297

 

 

6,323

 

 

Total segment profit

 

$

113,046

 

 

$

97,440

 

 

 

 

 

 

 

 

 

 

Net interest and investment income

 

(2,169

)

 

(3,608

)

 

General corporate expense

 

(8,445

)

 

(12,216

)

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

$

102,432

 

 

$

81,616

 

 

 

13


 

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

           (In Thousands of Dollars, Except Per Share Amounts)

 

CRITICAL ACCOUNTING POLICIES

 

There has been no material change in the Company’s Critical Accounting Policies, as disclosed in its Annual Report on Form 10-K for the year ended October 30, 2004.

 

RESULTS OF OPERATIONS

Overview

 

The Company is a processor of branded and unbranded food products for the retail, foodservice, and fresh customer markets.  It operates in five segments as described in Note J in the Notes to Consolidated Financial Statements in this Form 10-Q.

 

The Company earned $0.46 per share in the first quarter of fiscal 2005, compared to $0.37 per share in the first quarter of fiscal 2004.  Significant factors impacting the quarter were:

 

                  Acquisition of Clougherty Packing Company (finalized on December 29, 2004) was immediately accretive to Refrigerated Foods segment.

                  Jennie-O-Turkey Store segment showed strong net sales and segment profit results, driven by value-added growth, favorable market conditions, and decreasing feed costs.

                  Growth in the chili category and ethnic products improved results in the Grocery Products segment. Recent price increase also allowed for recovery of increasing raw material costs.

                  Profits decreased in Specialty Foods primarily due to lost contract business and weak sales in the sports nutrition and managed healthcare channels.

 

Consolidated Results

 

Net earnings for the first quarter of fiscal 2005 increased 24.4 percent to $64,474 compared to $51,826 in the same quarter of 2004.  Diluted earnings per share for the quarter increased to $0.46 from $0.37 last year.

 

Net sales for the first quarter increased 12.0 percent to $1,271,431 in 2005 from $1,135,533 in 2004.  Tonnage volume increased 4.2 percent for the first quarter compared to the same quarter of last year.  Improved market conditions and favorable pricing compared to the prior year resulted in sales dollar gains exceeding tonnage gains across several business units.  Net sales and tonnage volume comparisons for the first quarter were also positively impacted by the acquisition of Clougherty Packing Company (Clougherty), which occurred in late December 2004.  Clougherty is the maker of the Farmer John brand, and contributed $39,808 in net sales (or 35,100,000 lbs.) to the quarterly results.

 

Gross profits for the first quarter of fiscal 2005 were $311,813 compared to $271,776 for the same quarter last year.  Gross profit as a percent of net sales for the first quarter increased slightly to 24.5 percent from 23.9 percent in the first quarter of the prior year.  Lower turkey input costs and increased sales of value-added products by the Jennie-O Turkey Store and Refrigerated Foods segments contributed to the increase.  Partially offsetting these gains were lower margins in Grocery Products and Hormel Foods International, which continued to struggle with significantly higher raw material costs.

 

Selling and delivery expenses for the first quarter of fiscal 2005 were $169,517 compared to $151,640 last year.  These increases are primarily due to increased tonnage volume over the prior year, and more aggressive marketing programs implemented in the Grocery Products, Refrigerated Foods and Jennie-O Turkey Store segments.  As a percent of net sales, selling and delivery expenses decreased slightly to 13.3 percent for the fiscal 2005 first quarter compared to 13.4 percent in the comparable quarter of 2004.  This decrease reflects price increases exceeding increases in selling expenses throughout the first quarter.  The Company expects selling and delivery expenses, as a percent of sales, to remain at approximately 13.3 percent throughout fiscal year 2005.

 

14


 

Administrative and general expenses increased to $40,622 for the quarter from $36,618 in fiscal 2004.  As a percentage of sales, administrative and general expenses for the first quarter were 3.2 percent, which is consistent with the first quarter of 2004.  Increases for the quarter include $1,300 of administrative expenses related to Clougherty Packing Company, and approximately $800 of increased professional services primarily related to Sarbanes-Oxley compliance and internal business restructuring projects.  Increased stock option expense and additional amortization of the Company’s affordable housing investments also contributed to the higher expense.  The Company expects administrative and general expenses, as a percent of sales, to approximate 3.1 percent for fiscal year 2005.

 

Equity in earnings of affiliates was $2,927 for the first quarter, compared to $1,706 last year.  The increase in this earnings line for the quarter is primarily due to improved results of the Company’s 49.0 percent owned joint venture, Carapelli USA, LLC (up $225), and the Company’s 40.0 percent owned Philippine joint venture, Purefoods-Hormel Company (up $1,000).  Minority interests in the Company’s consolidated investments are also reflected in these figures but are not significant at this time.

 

The effective tax rate for the first quarter of fiscal 2005 was 37.1 percent compared to 36.5 percent for the comparable quarter of fiscal 2004.  The Company expects the fiscal 2005 effective tax rate will approximate 37.0 percent.

 

Segment Results

 

Segmented net sales and profits for each of the Company’s segments are set forth below.  Additional segment financial information can be found in Note J of the Notes to Consolidated Financial Statements.

 

 

 

Three Months Ended

 

 

 

January 30,
2005

 

January 24,
2004

 

% Change

 

Net Sales to Unaffiliated Customers

 

 

 

 

 

 

 

 

 

 

Grocery Products

 

$

193,825

 

 

$

183,836

 

 

5.4

 

 

Refrigerated Foods

 

648,432

 

 

544,624

 

 

19.1

 

 

Jennie-O Turkey Store

 

261,082

 

 

237,535

 

 

9.9

 

 

Specialty Foods

 

110,092

 

 

112,183

 

 

(1.9

)

 

All Other

 

58,000

 

 

57,355

 

 

1.1

 

 

Total

 

$

1,271,431

 

 

$

1,135,533

 

 

12.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit

 

 

 

 

 

 

 

 

 

 

Grocery Products

 

$

34,944

 

 

$

34,383

 

 

1.6

 

 

Refrigerated Foods

 

35,866

 

 

29,789

 

 

20.4

 

 

Jennie-O Turkey Store

 

34,398

 

 

22,227

 

 

54.8

 

 

Specialty Foods

 

3,541

 

 

4,718

 

 

(24.9

)

 

All Other

 

4,297

 

 

6,323

 

 

(32.0

)

 

 

 

 

 

 

 

 

 

 

 

 

Total segment profit

 

$

113,046

 

 

$

97,440

 

 

16.0

 

 

Net interest and investment Income

 

(2,169

)

 

(3,608

)

 

39.9

 

 

General corporate expense

 

(8,445

)

 

(12,216

)

 

30.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

$

102,432

 

 

$

81,616

 

 

25.5

 

 

 

15


 

Grocery Products

 

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

 

Grocery Products net sales increased 5.4 percent and sales tonnage volume decreased 1.3 percent for the first quarter compared to the comparable fiscal year 2004 period.  Segment profit for Grocery Products increased 1.6 percent compared to the first quarter of fiscal 2004.  Significantly higher raw material costs over the prior year continued into the first quarter of fiscal 2005, which pressured product margins.  However, the price increase on all Grocery Products items that was implemented on June 14, 2004, partially offset the impact of these higher costs.  Raw material prices are expected to remain above prior year levels throughout the first three quarters of fiscal 2005, before returning to lower levels near the fiscal year-end.

 

Tonnage volume gains in certain products also contributed to the improved operating profits of this segment.  Significant increases over the prior year first quarter included Hormel chili (up 4,082,000 lbs. or 13.1 percent), Stagg chili (up 1,589,000 lbs. or 24.5 percent), Hormel flavored bits (up 197,000 lbs. or 14.4 percent), and the SPAM family of products (up 568,000 lbs. or 4.0 percent).  Strong performance by the ethnic line of products also continued in the first quarter with total tonnage up 1,125,000 lbs. or 5.9 percent, led by Herdez Mexican products (up 926,000 lbs. or 15.4 percent) and Carapelli olive oil (up 582,000 lbs. or 20.2 percent).  Offsetting these gains was continued weak performance by Dinty Moore canned products (down 6,138,000 lbs. or 29.5 percent).  The Company continues to evaluate options to stimulate the canned stew category, and anticipates that total segment tonnage volume for fiscal year 2005 will be comparable to fiscal 2004.

 

Two major initiatives implemented in fiscal year 2004 continued to progress in the first quarter of fiscal 2005.  The aggressive marketing program to further promote chili products improved market share and produced the favorable results noted above for both Hormel and Stagg chili.  The overall chili category continues to grow, showing 22.2 percent growth in the first quarter.  The national rollout of Stagg chili and the new Tetra recart carton is also meeting expectations.  Additionally, the SPAM Singles product line was introduced to eight additional test markets during the quarter.  Results continue to indicate that this new product line will enhance growth in the canned lunchmeat category.

 

On January 31, 2005, subsequent to the end of the first quarter, the Company also acquired Arriba Foods (a/k/a Mexican Accent).  The Company expects Mexican Accent to be immediately accretive to the Grocery Products segment, and to complement the Company’s growing portfolio of ethnic products.

 

Refrigerated Foods

 

The Refrigerated Foods segment includes the Meat Products and Foodservice business units.  The segment consists primarily 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 Precept Foods, LLC operation, which offers fresh case-ready pork and beef products to its retail customers.  Precept Foods, LLC is a 51 percent owned joint venture between Hormel Foods Corporation and Cargill Meat Solutions Corporation (formerly Excel Corporation), a wholly owned subsidiary of Cargill, Incorporated. Clougherty Packing Company, which was acquired on December 29, 2004, is also included in this segment.

 

Net sales by the Refrigerated Foods segment increased 19.1 percent, and sales tonnage volume increased 9.0 percent, for the first quarter compared to the comparable fiscal 2004 period.  Net sales and tonnage volume comparisons for the first quarter were positively impacted by the acquisition of Clougherty Packing Company (Clougherty), which occurred on December 29, 2004.  Clougherty is the maker of the Farmer John brand, and contributed $39,808 in net sales (or 35,100,000 lbs.) to the quarterly results.  Excluding Clougherty, the Company’s hog processing for the current quarter increased 2.4 percent to 1,735,000 from 1,694,000 hogs for the comparable period last year.

 

16


 

Segment profit for Refrigerated Foods increased 20.4 percent for the quarter compared to last year’s comparable period.  Cash hog markets continued to trend higher than expected and were up 51.0 percent compared to the first quarter of fiscal 2004.  Pork primal markets also remained strong, which contributed to improved profitability of fresh pork.  The Company expects hog markets to remain at higher levels through the third quarter of fiscal 2005.

 

The increased profits of this segment can also be attributed to increased returns on the Company’s value-added portfolio of products.  Volume gains in Meat Products over the prior year first quarter included Hormel fully cooked entrees (up 772,000 lbs. or 14.1 percent), Hormel pre-cooked bacon (up 2,686,000 lbs. or 24.2 percent), and Hormel sliced pepperoni (up 5,238,000 lbs. or 30.9 percent).  These results reflect the aggressive marketing support for the Hormel brand, and continued strong consumer preference for the product offering.

 

The Foodservice business unit also contributed to the strong sales results of this segment in the first quarter, as key product lines continued to achieve volume growth.  First quarter tonnage volume increases over the prior year comparable quarter were noted on Austin Blues BBQ products (up 287,000 lbs. or 27.0 percent), Always Tender pork (up 263,000 lbs. or 11.9 percent), and the Café-H line of products (up 200,000 lbs. or 28.2 percent).

 

At the end of the first quarter, the Company also announced a new high-pressure processing technology that will be used on sliced meats in the Refrigerated Foods segment.  This process allows the removal of preservatives, which can alter the true taste of a product.  This process should provide a competitive advantage for the segment, by improving food safety, providing longer shelf-life, and delivering a better tasting product.

 

Jennie-O Turkey Store

 

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

 

JOTS net sales increased 9.9 percent, while sales tonnage volume increased 1.8 percent for the fiscal 2005 first quarter compared to fiscal 2004.  The strategy of converting commodity sales to value-added sales continued to progress during the quarter.  Net sales growth outpaced volume growth in our value-added portfolio.  Value-added tonnage again exceeded commodity tonnage during the first quarter, accounting for 56.3 percent of this segment’s business.

 

Segment profit for JOTS increased 54.8 percent for the first quarter compared to the prior year.  During the quarter, the industry enjoyed unseasonably high pricing on commodity meats.  In addition, commodity wholebird pricing returned to more traditional levels, which were significantly better than a year ago.  The combination of the two resulted in strong performance in commodity results.  Feed prices for flocks marketed during the quarter also returned to historical levels and were significantly lower than the prior year.  Feed prices for flocks marketed during the remainder of fiscal 2005 are expected to continue to be lower than fiscal 2004.

 

Segment profits also benefited from value-added sales growth, through new distribution of existing product lines and continued success in new product development.  Product lines reflecting strong first quarter increases over the prior year were Jennie-O Turkey Store rotisserie turkey breast (up 1,501,000 lbs. or 119.3 percent), the Jennie-O Turkey Store tray pack line (up 1,705,000 lbs. or 12.4 percent),  Jennie-O Turkey Store marinated tenderloins (up 279,000 lbs. or 33.9 percent), and Jennie-O Turkey Store extra lean and full flavored bacon (up 201,000 lbs. or 11.6 percent).

 

17


 

Specialty Foods

 

The Specialty Foods segment includes the Diamond Crystal Brands (DCB), Century Foods International (CFI), Hormel HealthLabs (HHL) , and Specialty Products (HSP) operating segments.  This segment consists of the packaging and sale of various sugar, sugar substitute, salt and pepper products, dessert mixes, gelatin products, and private label canned meats to retail and foodservice customers.  This segment also includes the processing, marketing, and sale of nutritional food products and supplements to hospitals, nursing homes, and other marketers of nutritional products.  Effective November 1, 2004, the HHL operating segment was consolidated into DCB.  With increasing competition in the health care industry, this merger should increase operating efficiencies, reduce costs, and improve profitability within Specialty Foods.

 

Specialty Foods net sales were down 1.9 percent and sales tonnage volume decreased 2.1 percent for the quarter compared to the comparable fiscal 2004 period.  Segment profit also decreased 24.9 percent compared to the prior year.  Lower results were driven by anticipated decreases in HSP and HHL sales, as well as continued sluggish sales at CFI.  Strong gains in core products sales at DCB partially offset the impact of these losses within the segment.

 

HSP experienced decreases in net sales and operating profits compared to fiscal 2004.  These decreases reflect the impact of lost contract manufacturing after fiscal 2004 price increases, and lower than anticipated sales of cheese and dairy blend products.

 

DCB showed strong sales and profit results in the first quarter, driven by continued growth in the sugar substitute category and improved results in canisters and shakers.  Overall core product sales (including sugar packets, sugar substitute, canisters, and shakers) increased 21.0 percent over the first quarter of fiscal 2004.  Sales of the HHL dysphagia and malnutrition products decreased 5.8 percent in the quarter, as private label initiatives continued in the industry.

 

CFI experienced a decrease in first quarter net sales of 26.0 percent, primarily due to a government contract no longer in place.  Additionally, a major customer is undergoing a product line upgrade, which is delaying new product shipments until current inventories are depleted.  Higher sales in retail mints, dry manufacturing and ready-to-drink product categories offset some of the shortfall in nutritional product sales in the quarter.  Segment profits for the quarter were also impacted by a shift in product mix to lower margin items and higher priced whey protein.

 

All Other

 

The All Other segment includes the Dan’s Prize and Hormel Foods International (HFI) operating segments.  These businesses produce, market, and sell beef products, and manufacture, market, and sell Company products internationally.  This segment also includes various miscellaneous corporate sales.  Previously, this segment also included Vista International Packaging, a manufacturer of food packaging (i.e., casings for dry sausage), which was sold effective June 30, 2004.

 

All Other net sales increased 1.1 percent for the quarter compared to the comparable fiscal 2004 period.  Segment profit decreased 32.0 percent for the quarter compared to prior year results.  Comparisons for the quarter are negatively impacted by the divestiture of Vista during the third quarter of fiscal year 2004.

 

For the first quarter, HFI export tonnage rose 25.2 percent to 24,000,000 lbs., driven by sales of commodity pork items.  Volume gains over the prior year were also seen on product lines including the SPAM family of products (up 43.2 percent) and Stagg chili (up 25.9 percent).  These increases were offset by continued higher raw material prices, resulting in decreased margins and operating profits.  Price increases were taken in January to offset a portion of these rising costs.  HFI also reduced the financial reporting lag on its joint ventures and wholly owned Australian subsidiary to one month.  These entities were previously reported on a two to three month lag, and the adjustment increased tonnage (up 4,088,000 lbs.), net sales (up $5,087), and segment profit results (up $825) for the quarter.

 

18


 

Dan’s Prize, the Company’s marketer and seller of beef products, showed strong top line growth in the first quarter, with tonnage volume up 949,000 lbs. or 22.0 percent over fiscal year 2004.  Operating profits for the quarter decreased slightly compared to the prior year due to unique expenses in fiscal 2005, including personnel relocation costs and additional overhead.

 

Unallocated Income and Expenses

 

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 in the segment table for the purpose of reconciling segment results to earnings before income taxes.

 

Net interest and investment income was a net expense of $2,169 for the quarter compared to a net expense of $3,608 for the comparable period of 2004.  The expense decrease for the first quarter is primarily due to higher returns on the Company’s rabbi trust for supplemental executive retirement plans and deferred income plans, and increased interest income earned on the Company’s investments.  Although interest expense of $6,774 for the quarter is consistent with the prior year, the two recent acquisitions have utilized the Company’s excess cash and additional debt may be incurred. Therefore, the Company anticipates that interest expense will approximate $28,000 for fiscal 2005, slightly exceeding the prior year.

 

General corporate expense for the first quarter was $8,445 compared to $12,216 for the comparable period of fiscal 2004.  The first quarter of fiscal 2004 included $2,100 related to the Company’s sales reorganization, which did not recur in fiscal 2005.  Other decreases include $677 in inventory valuation adjustments and approximately $900 in corporate overhead expenses.  The Company evaluated its corporate expense allocation methodology, resulting in additional expenses being allocated to operating segments during fiscal 2005.

 

Related Party Transactions

 

There has been no material change in the information regarding Related Party Transactions that was disclosed in the Company’s Annual Report on Form 10-K for the year ended October 30, 2004.

 

19


 

LIQUIDITY AND CAPITAL RESOURCES

 

 

Selected financial ratios at the end of the first quarter of fiscal years 2005 and 2004 are as follows:

 

 

 

End of Quarter

 

 

 

1st Quarter
2005

 

1st Quarter
2004

 

Liquidity Ratios

 

 

 

 

 

 

 

Current ratio

 

1.9

 

 

2.0

 

 

Receivables turnover

 

18.2

 

 

16.6

 

 

Days sales in receivables

 

20.4

 

 

21.3

 

 

Inventory turnover

 

8.5

 

 

8.7

 

 

Days sales in inventory

 

45.3

 

 

42.6

 

 

 

 

 

 

 

 

 

 

Leverage Ratio

 

 

 

 

 

 

 

Long-term debt to equity

 

26.0

%

 

31.3

%

 

 

 

 

 

 

 

 

 

Operating Ratios

 

 

 

 

 

 

 

Pre-tax profit to net worth

 

28.5

%

 

26.1

%

 

Pre-tax profit to total assets

 

15.8

%

 

13.8

%

 

 

Cash, cash equivalents, and short-term marketable securities were $145,205 at the end of the first quarter of fiscal year 2005 compared to $85,188 at the end of the comparable fiscal 2004 period.

 

Cash provided by operating activities was $79,937 in the first quarter of fiscal 2005 compared to $31,150 in the same period of fiscal 2004.  The increase in cash provided by operating activities is primarily due to improved net earnings, combined with changes in working capital.  In fiscal 2004, the Company made a $47,006 expenditure to pre-fund its Voluntary Employee Benefits Account (VEBA).  The VEBA is used to fund the company’s portion of employee benefit expenses during the year.

 

Cash flow from operating activities provides the Company with its principal source of liquidity.  The Company does not anticipate a significant risk to cash flow from this source in the foreseeable future because we operate in a stable industry and have strong products across several product lines.

 

Cash used in investing activities increased to $211,538 from $23,707 in the first quarter of fiscal 2004.  Acquisitions of businesses account for the largest use of cash in the first quarter of fiscal 2005, due to the December 2004 acquisition of Clougherty Packing Company (with a preliminary purchase price of $188,243, including related costs).  Investing activities in the prior year included $2,070 related to finalizing the purchase accounting for the Diamond Crystal Brands and Century Foods International acquisitions, and $3,250 used to purchase securities in the first quarter of fiscal year 2004.

 

Fixed asset expenditures were $24,761 for the first quarter of fiscal 2005 compared to $15,830 in the comparable period of fiscal 2004.  The Company estimates its fiscal 2005 fixed asset expenditures to be approximately $100,000.

 

Cash used in financing activities was $12,075 in the first quarter of fiscal 2005 compared to $23,481 in the same period of fiscal 2004.  Contributing to the lower amount of cash used in financing was a decrease of $2,336 in principal payments on the Company’s long-term debt compared to the prior year.  Additionally, $1,229 was used for common stock repurchases in first quarter of fiscal 2005, compared to $8,711 in the prior year comparable period.  During the first quarter of fiscal 2005, the Company repurchased 44,000 shares of its common stock under the repurchase plan approved by the Company’s Board of Directors in October 2002.  For additional information pertaining to the Company’s share repurchase plans or programs, see Part II Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds.”

 

20


 

Cash dividends paid to the Company’s shareholders also continues to be a significant financing activity for the Company.  Dividends paid in the first quarter of 2005 were $15,516 compared to $14,550 in the comparable period of fiscal 2004, reflecting a 15.6 percent increase in the dividend rate over 2004.  The Company has paid dividends for 306 consecutive quarters and expects to continue doing so.

 

The Company is required, by certain covenants in its debt agreements, to maintain specified levels of financial ratios and balance sheet position.  At the end of the first quarter of fiscal 2005, the Company was in compliance with all of these debt covenants.

 

Contractual Obligations and Commercial Commitments

 

There has been no material change in the information regarding the Company’s future contractual financial obligations that was disclosed in the Company’s Annual Report on Form 10-K for the year ended October 30, 2004.

 

Off-Balance Sheet Arrangements

 

The Company enters into various agreements guaranteeing specified obligations of affiliated parties.  Currently, the Company provides a standby letter of credit for obligations of an affiliated party that may arise under worker compensation claims.  The Company’s guarantees either terminate in one year or remain in place until such time as Hormel Foods revokes the agreement.  Total guarantees provided by the Company, as of January 30, 2005, amounted to $1,940.  These potential obligations are not reflected in the Company’s consolidated balance sheet.

 

21


 

FORWARD-LOOKING STATEMENTS

 

This report may contain “forward-looking” information within the meaning of the federal securities laws.  The “forward looking” information may include statements of beliefs, future plans, strategies, or anticipated events and similar expressions concerning matters that are not historical facts.  “Forward-looking” statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. 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 commodity pork, poultry, and 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) changes in consumer purchasing behavior; (vi) the ability of the Company to successfully integrate newly acquired businesses into existing operations; (vii) risks associated with leverage, including cost increases due to rising interest rates; (viii) changes in domestic or foreign regulations and laws, including changes in accounting standards, environmental laws and occupational, health and safety laws; (ix) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (x) adverse results from ongoing litigation; (xi) access to foreign markets together with foreign economic conditions, including currency fluctuations; and (xii) the effect of, or changes in, general economic conditions.

Exhibit 99.1 to the Annual Report on Form 10-K for year ended October 30, 2004, 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, and is incorporated by reference into this report.

 

22


 

Item 3.  Quantitative and Qualitative Disclosure about Market Risks

                (In Thousands of Dollars)

 

Hog Markets.  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.  Contract formulas are based on hog production costs, hog futures, or hog primal values.  Purchased hogs under contract account for 63 percent and 82 percent of the total hogs purchased by the Company through the first three months of fiscal 2005 and 2004, respectively.  A hypothetical 10 percent change in the cash market would have impacted approximately 37 percent and 18 percent of the hogs purchased in the first quarter of fiscal 2005 and 2004, respectively, and would have had an immaterial effect on the Company’s results.  The contracts reduce volatility in hog prices and ensure a steady supply of quality hogs.

 

Certain procurement contracts allow for future hog deliveries (firm commitments) to be forward priced.  The Company generally hedges these firm commitments by purchasing hog futures contracts.  These futures contracts are designated and accounted for as fair value hedges.  The change in the market value of such futures contracts has historically been, and is expected to continue to be, highly effective at offsetting changes in price movements of the hedged item.  Changes in the fair value of the futures contracts, along with the gain or loss on the firm commitment, are marked-to-market through earnings and are recorded on the statement of financial position as a current asset and liability, respectively.  The fair value of the Company’s open futures contracts as of January 30, 2005, was $(1,498).

 

The Company measures its market risk exposure on its January 30, 2005, hog futures contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in market prices.  A 10 percent increase in market prices would have negatively impacted the fair value of the Company’s January 30, 2005, open contracts by $(1,817), which in turn would have lowered the Company’s cost of purchased hogs by a similar amount.

 

Turkey Markets.  Production costs in raising turkeys are primarily subject to fluctuations in feed grain prices, and to a lesser extent, fuel costs.  To reduce the Company’s exposure to changes in grain prices the Company utilizes a hedge program to offset the fluctuation in the Company’s future direct grain purchases.  This program utilizes corn and soybean meal futures, and these contracts are accounted for under cash flow hedge accounting.  The open contracts are reported at their fair value of $(2,432), before tax, on the consolidated statement of financial position as of January 30, 2005.

 

The Company measures its market risk exposure on its grain futures contracts using a sensitivity analysis, which considers a hypothetical 10 percent change in the market prices for grain.  A 10 percent decrease in the market price for grain would negatively impact the fair value of the Company’s January 30, 2005, open grain contracts by $(4,242), which in turn would have lowered the Company’s costs on purchased grain by a similar amount.

 

Long-Term Debt.  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 percent decrease in interest rates, and amounts to approximately $9,658.  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.

 

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

 

23


 

Item 4.  Controls and Procedures

 

(a)                Disclosure Controls and Procedures.  As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended [the “Exchange Act”]).  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were adequately designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms.

 

(b)               Internal Controls.  During the first quarter of fiscal year 2005, there has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

24


 

PART II - OTHER INFORMATION

HORMEL FOODS CORPORATION

 

Item 1.  Legal Proceedings

 

The Company is a party to various legal proceedings related to the on-going operation of its business.  The resolution of any currently known matters is not expected to have a material effect on the Company’s financial condition, results of operations, or liquidity.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchases of Equity Securities in the First Quarter of Fiscal 2005

 

Period

 

Total
Number of
Shares
Purchased1

 

Average
Price Paid
Per Share

 

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs2

 

Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs2

 

November 1, 2004 –
December 5, 2004

 

44,200

 

 

27.94

 

 

44,000

 

 

8,354,372

 

 

December 6, 2004 –
January 2, 2005

 

400

 

 

29.57

 

 

 

 

8,354,372

 

 

January 3, 2005 –
January 30, 2005

 

 

 

 

 

 

 

8,354,372

 

 

Total

 

44,600

 

 

27.95

 

 

44,000

 

 

 

 

 

 

1

Shares repurchased during the quarter, other than through publicly announced plans or programs, represent purchases pursuant to the Company’s employee awards program.

2

In October 2002, the Company’s Board of Directors authorized the Company to repurchase up to 10,000,000 shares of common stock with no expiration date.

 

Item 4.  Submission of Matters to a Vote of Security Holders

 

The Company conducted its annual shareholders’ meeting on January 25, 2005.

 

At the annual meeting, 125,701,313 shares were represented (91.1% of the 137,916,158 shares outstanding and entitled to vote).  Four items were considered at the meeting and the results of the voting were as follows:

 

1.  Election of Directors:  The nominees in the proxy statement were: John W. Allen, John R. Block, Jeffrey M. Ettinger, E. Peter Gillette, Jr., Luella G. Goldberg, Joel W. Johnson, Susan I. Marvin, Michael J. McCoy, John L. Morrison, Dakota A. Pippins, Gary J. Ray, John G. Turner, and Robert R. Waller, M.D.  The results were as follows:

 

Election of Directors

 

 

 

For

 

 

 

Withheld

 

John W. Allen

 

124,893,027

 

 

808,286

 

John R. Block

 

123,612,567

 

 

2,088,746

 

Jeffrey M. Ettinger

 

125,096,331

 

 

604,982

 

E. Peter Gillette, Jr.

 

125,077,760

 

 

623,553

 

Luella G. Goldberg

 

125,104,458

 

 

596,855

 

Joel W. Johnson

 

125,110,488

 

 

590,825

 

Susan I. Marvin

 

125,305,724

 

 

395,589

 

Michael J. McCoy

 

122,936,956

 

 

2,764,357

 

John L. Morrison

 

123,683,982

 

 

2,017,331

 

Dakota A. Pippins

 

123,862,568

 

 

1,838,745

 

Gary J. Ray

 

125,064,818

 

 

636,495

 

John G. Turner

 

123,682,024

 

 

2,019,289

 

Robert R. Waller, M.D.

 

125,112,216

 

 

589,097

 

 

25


 

2.  Proposal to ratify the appointment of Ernst & Young LLP as the Independent Auditors of the Corporation:

 

For:

 

124,146,180

 

Against:

 

1,467,110

 

Abstain:

 

88,023

 

 

3.  Proposal to approve the Hormel Foods Corporation 2005 Long-Term Incentive Plan:

 

For:

 

121,378,476

 

Against:

 

3,949,331

 

Abstain:

 

373,506

 

 

4.  Shareholder proposal requesting the Company to issue a sustainability report to stockholders by August 2005:

 

For:

 

17,404,472

 

Against:

 

93,612,885

 

Abstain:

 

3,243,959

 

Broker Nonvote:

 

11,439,997

 

 

Item 6.  Exhibits

 

31.1

 

Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

26


 

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:   March 11, 2005

By

/s/ M. J. McCOY

 

 

 

M. J. McCOY

 

 

Executive Vice President

 

 

and Chief Financial Officer

 

 

 

 

 

 

Date:   March 11, 2005

By

/s/ J. N. SHEEHAN

 

 

 

J. N. SHEEHAN

 

 

Vice President and Controller

 

27