UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period end April 4, 1999
-------------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------------- ---------------------------
Commission file number 1-183
----------------------------------------------------------
HERSHEY FOODS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-0691590
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Crystal A Drive
Hershey, Pennsylvania 17033
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 534-6799
----------------------------
- --------------------------------------------------------------------------------
(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 practicable date.
Common Stock, $1 par value - 109,283,823 shares, as of May 3, 1999. Class B
Common Stock, $1 par value - 30,446,908 shares, as of May 3, 1999.
Exhibit Index - Page 17
1
<PAGE>
HERSHEY FOODS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share amounts)
<TABLE>
<CAPTION>
For the Three Months Ended
April 4, April 5,
1999 1998
---------- ----------
<S> <C> <C>
Net Sales $ 945,152 $1,098,076
---------- ----------
Costs and Expenses:
Cost of sales 562,164 652,340
Selling, marketing and administrative 266,754 299,370
Gain on sale of business (243,785) -
---------- ----------
Total costs and expenses 585,133 951,710
---------- ----------
Income before Interest and Income Taxes 360,019 146,366
Interest expense, net 18,440 22,706
---------- ----------
Income before Income Taxes 341,579 123,660
Provision for income taxes 116,909 48,227
---------- ----------
Net Income $ 224,670 $ 75,433
========== ==========
Net Income Per Share - Basic $ 1.58 $ .53
========== ==========
Net Income Per Share - Diluted $ 1.57 $ .52
========== ==========
Average Shares Outstanding - Basic 141,795 143,376
========== ==========
Average Shares Outstanding - Diluted 143,293 145,461
========== ==========
Cash Dividends Paid per Share:
Common Stock $ .2400 $ .2200
========== ==========
Class B Common Stock $ .2175 $ .2000
========== ==========
The accompanying notes are an integral part of these statements.
</TABLE>
2
<PAGE>
HERSHEY FOODS CORPORATION
CONSOLIDATED BALANCE SHEETS
APRIL 4, 1999 AND DECEMBER 31, 1998
(in thousands of dollars)
<TABLE>
<CAPTION>
ASSETS 1999 1998
----------- --------------
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 55,410 $ 39,024
Accounts receivable - trade 221,839 451,324
Inventories 568,067 493,249
Deferred income taxes 74,690 58,505
Prepaid expenses and other 105,658 91,864
----------- -----------
Total current assets 1,025,664 1,133,966
----------- -----------
Property, Plant and Equipment, at cost 2,503,207 2,702,787
Less - accumulated depreciation and amortization (969,969) (1,054,729)
----------- -----------
Net property, plant and equipment 1,533,238 1,648,058
----------- -----------
Intangibles Resulting from Business Acquisitions 460,054 530,464
Other Assets 84,506 91,610
----------- -----------
Total assets $ 3,103,462 $ 3,404,098
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 119,190 $ 156,937
Accrued liabilities 271,362 294,415
Accrued income taxes 117,391 17,475
Short-term debt 66,153 345,908
Current portion of long-term debt 89 89
----------- -----------
Total current liabilities 574,185 814,824
Long-term Debt 879,095 879,103
Other Long-term Liabilities 327,297 346,769
Deferred Income Taxes 299,540 321,101
----------- -----------
Total liabilities 2,080,117 2,361,797
----------- -----------
Stockholders' Equity:
Preferred Stock, shares issued:
none in 1999 and 1998 --- ---
Common Stock, shares issued:
149,503,964 in 1999 and 149,502,964 in 1998 149,503 149,503
Class B Common Stock, shares issued:
30,446,908 in 1999 and 30,447,908 in 1998 30,447 30,447
Additional paid-in capital 31,946 29,995
Unearned ESOP compensation (24,749) (25,548)
Retained earnings 2,381,142 2,189,693
Treasury-Common Stock shares at cost:
40,256,335 in 1999 and 36,804,157 in 1998 (1,485,573) (1,267,422)
Accumulated other comprehensive loss (59,371) (64,367)
----------- -----------
Total stockholders' equity 1,023,345 1,042,301
----------- -----------
Total liabilities and stockholders' equity $ 3,103,462 $ 3,404,098
=========== ===========
The accompanying notes are an integral part of these balance sheets.
</TABLE>
3
<PAGE>
HERSHEY FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
<TABLE>
<CAPTION>
For the Three Months Ended
April 4, April 5,
1999 1998
-------- --------
Cash Flows Provided from (Used by) Operating Activities
<S> <C> <C>
Net Income $224,670 $ 75,433
Adjustments to Reconcile Net Income to Net Cash
Provided from Operations:
Depreciation and amortization 40,518 37,945
Deferred income taxes (7,211) 1,181
Gain on sale of business - net of tax of $78,769 (165,016) ---
Changes in assets and liabilities, net of effects from
business acquisitions and divestitures:
Accounts receivable - trade 208,976 81,535
Inventories (100,074) (26,616)
Accounts payable (26,195) (15,553)
Other assets and liabilities (36,453) (33,410)
-------- --------
Net Cash Flows Provided from Operating Activities 139,215 120,515
-------- --------
Cash Flows Provided from (Used by) Investing Activities
Capital additions (28,769) (41,756)
Capitalized software additions (8,820) (7,773)
Proceeds from divestiture 450,000 ---
Other, net 1,456 9,196
-------- --------
Net Cash Flows Provided from (Used by) Investing Activities 413,867 (40,333)
-------- --------
Cash Flows Provided from (Used by) Financing Activities
Net (decrease) in short-term debt (279,755) (17,541)
Repayment of long-term debt (48) (25,048)
Cash dividends paid (33,221) (30,860)
Exercise of stock options 13,287 10,522
Incentive plan transactions --- (11,875)
Repurchase of Common Stock (236,959) ---
-------- --------
Net Cash Flows (Used by) Financing Activities (536,696) (74,802)
-------- --------
Increase in Cash and Cash Equivalents 16,386 5,380
Cash and Cash Equivalents, beginning of period 39,024 54,237
-------- --------
Cash and Cash Equivalents, end of period $ 55,410 $ 59,617
======== ========
--------------------------------------------------------------------------------------
Interest Paid $ 33,607 $ 36,105
======== ========
Income Taxes Paid $ 20,666 $ 2,837
======== ========
The accompanying notes are an integral part of these statements.
</TABLE>
4
<PAGE>
HERSHEY FOODS CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Class B Additional Unearned Treasury Other Total
Preferred Common Common Paid-in ESOP Retained Common Comprehensive Stockholders'
Stock Stock Stock Capital Compensation Earnings Stock Income (Loss) Equity
- ------------------------------------------------------------------------------------------------------------------------------------
In thousands
of dollars
Balance as of
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1998 $ --- $149,503 $30,447 $29,995 $(25,548) $2,189,693 $(1,267,422) $(64,367) $1,042,301
----------
Comprehensive income:
Net income 224,670 224,670
Other comprehensive
income:
Foreign currency
translation
adjustments 4,996 4,996
----------
Comprehensive income 229,666
----------
Dividends:
Common Stock,$.24
per share (26,599) (26,599)
Class B Common
Stock, $.2175
per share (6,622) (6,622)
Incentive plan
transactions (480) (480)
Exercise of stock
options 2,304 18,808 21,112
Employee stock
ownership trust
transactions 127 799 926
Repurchase of
Common Stock (236,959) (236,959)
------ -------- ------- ------- -------- ---------- ----------- -------- ----------
Balance as of
April 4, 1999 $ --- $149,503 $30,447 $ 31,946 $(24,749) $2,381,142 $(1,485,573) $(59,371) $1,023,345
===== ======== ======= ======== ======== ========== =========== ======== ==========
The accompanying notes are an integral part of this statement.
</TABLE>
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include
the accounts of the Corporation and its subsidiaries after elimination
of intercompany accounts and transactions. These statements have been
prepared in accordance with the instructions to Form 10-Q and 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 only of normal
recurring accruals) considered necessary for a fair presentation have
been included. Certain reclassifications have been made to prior year
amounts to conform to the 1999 presentation. Operating results for the
three months ended April 4, 1999, are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999. For
more information, refer to the consolidated financial statements and
footnotes included in the Corporation's 1998 Annual Report on Form 10-K
for the fiscal year ended December 31, 1998.
2. INTEREST EXPENSE
Interest expense, net consisted of the following:
For the Three Months Ended
--------------------------
April 4, 1999 April 5, 1998
-----------------------------------
(in thousands of dollars)
Interest expense $19,551 $24,239
Interest income (902) (933)
Capitalized interest (209) (600)
------- -------
Interest expense, net $18,440 $22,706
======= =======
6
<PAGE>
3. NET INCOME PER SHARE
A total of 40,256,335 shares were held as Treasury Stock as of April 4,
1999.
In accordance with Financial Accounting Standards No. 128 "Earnings Per
Share," Basic and Diluted Earnings per Share are computed based on the
weighted average number of shares of the Common Stock and the Class B
Stock outstanding as follows:
<TABLE>
<CAPTION>
Income Shares Per-Share
For the Three Months Ended April 4, 1999 (Numerator) (Denominator) Amount
- --------------------------------------------------------------------------------------------------------------
In thousands of dollars except shares and per share amounts
Net Income per Share - Basic
<S> <C> <C> <C>
Net income $224,670 141,795,063 $1.58
=====
Effect of Dilutive Securities
Stock options - 1,447,014
Performance stock units - 19,181
Restricted stock units - 31,438
-------- -----------
Net Income per Share - Diluted
Net income and assumed conversions $224,670 143,292,696 $1.57
======== =========== =====
Income Shares Per-Share
For the Three Months Ended April 5, 1998 (Numerator) (Denominator) Amount
- --------------------------------------------------------------------------------------------------------------
In thousands of dollars except shares and per share amounts
Net Income per Share - Basic
Net income $ 75,433 143,375,704 $.53
====
Effect of Dilutive Securities
Stock options - 2,021,543
Performance stock units - 57,583
Restricted stock units - 5,923
-------- -----------
Net Income per Share - Diluted
Net income and assumed conversions $ 75,433 145,460,753 $.52
======== =========== ====
</TABLE>
7
<PAGE>
4. INVENTORIES
The majority of inventories are valued under the last-in, first-out
(LIFO) method. The remaining inventories are stated at the lower of
first-in, first-out (FIFO) cost or market. Inventories were as follows:
<TABLE>
<CAPTION>
April 4, 1999 December 31, 1998
------------- -----------------
(in thousands of dollars)
<S> <C> <C>
Raw materials $210,954 $170,777
Goods in process 97,531 83,522
Finished goods 350,186 322,125
-------- --------
Inventories at FIFO 658,671 576,424
Adjustment to LIFO (90,604) (83,175)
-------- --------
Total inventories $568,067 $493,249
======== ========
</TABLE>
5. LONG-TERM DEBT
In August 1997, the Corporation filed a Form S-3 Registration Statement
under which it could offer, on a delayed or continuous basis, up to
$500 million of additional debt securities. As of April 4, 1999, $250
million of debt securities remained available for issuance under the
August 1997 Registration Statement.
6. FINANCIAL INSTRUMENTS
The carrying amounts of financial instruments including cash and cash
equivalents, accounts receivable, accounts payable and short-term debt
approximated fair value as of April 4, 1999 and December 31, 1998,
because of the relatively short maturity of these instruments. The
carrying value of long-term debt, including the current portion, was
$879.2 million as of April 4, 1999, compared to a fair value of $950.4
million, based on quoted market prices for the same or similar debt
issues.
As of April 4, 1999, the Corporation had foreign exchange forward
contracts maturing in 1999 and 2000 to purchase $15.1 million in
foreign currency, primarily British sterling, and to sell $15.5 million
in foreign currency, primarily Canadian dollars and Japanese yen, at
contracted forward rates.
The fair value of foreign exchange forward contracts is estimated by
obtaining quotes for future contracts with similar terms, adjusted
where necessary for maturity differences. As of April 4, 1999, the fair
value of foreign exchange forward contracts approximated the contract
value. The Corporation does not hold or issue financial instruments for
trading purposes.
In order to minimize its financing costs and to manage interest rate
exposure, the Corporation, from time to time, enters into interest rate
swap agreements to effectively convert a portion of its floating rate
debt to fixed rate debt. As of April 4, 1999, the Corporation had
agreements outstanding with an aggregate notional amount of $75.0
million maturing in 1999. As of April 4, 1999, interest rates payable
were at a weighted average fixed rate of 6.3%, and the interest rates
receivable were floating based on the 30-day commercial paper composite
rate
8
<PAGE>
which was approximately 5.0% as of April 4, 1999. Any interest
rate differential on interest rate swaps is recognized as an adjustment
to interest expense over the term of each agreement. As of April 4,
1999, the fair value of interest rate swap agreements approximated the
contract value. The Corporation's risk related to swap agreements is
limited to the cost of replacing such agreements at prevailing market
rates.
7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS No. 133). SFAS No. 133
establishes accounting and reporting standards requiring that every
derivative instrument be recorded in the balance sheet as either an
asset or liability measured at its fair value. SFAS No. 133 requires
that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses
to offset related results on the hedged item in the income statement,
and requires that a company must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting.
SFAS No. 133 is effective for fiscal years beginning after June 15,
1999, but may be implemented as of the beginning of any fiscal quarter
after issuance. Retroactive application is not permitted. SFAS No. 133
must be applied to (a) derivative instruments and (b) certain
derivative instruments embedded in hybrid contracts that were issued,
acquired, or substantively modified after December 31, 1997. Changes in
accounting methods will be required for derivative instruments utilized
by the Corporation to hedge commodity price, foreign currency exchange
rate and interest rate risks. Such derivatives include commodity
futures and options contracts, foreign exchange forward and options
contracts and interest rate swaps.
The Corporation anticipates the adoption of SFAS No. 133 as of January
1, 2000. As of April 4, 1999, net deferred losses on derivatives of
approximately $32.4 million after tax would have been reported as a
component of other comprehensive loss and classified as accumulated
other comprehensive loss on the consolidated balance sheets upon
adoption of SFAS No. 133.
8. SHARE REPURCHASES
A total of 1,963,089 shares of Common Stock was purchased during the
first quarter of 1999 under the share repurchase program begun in 1996,
completing the $200 million program. In February 1999, the
Corporation's Board of Directors approved an additional share
repurchase program authorizing the repurchase of up to $230 million of
the Corporation's Common Stock. Under this new program, the Corporation
purchased 1,579,779 shares of its Common Stock from the Hershey Trust
Company, as trustee for the benefit of the Milton Hershey School and an
additional 417,711 shares through open market transactions during the
first quarter of 1999. As of April 4, 1999, a total of 40,256,335
shares were held as Treasury Stock and $105.5 million remained
available for repurchases of Common Stock under the repurchase program
approved in February.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations - First Quarter 1999 vs. First Quarter 1998
- -----------------------------------------------------------------
Consolidated net sales for the first quarter decreased from $1,098.1 million in
1998 to $945.2 million in 1999, a decrease of 14% from the prior year. The lower
sales primarily reflected a decline in sales of core confectionery brands
compared to a very strong first quarter of 1998 and lower sales as a result of
the divestiture of the Corporation's pasta business. The declines were partially
offset by incremental sales from the introduction of new confectionery products.
The consolidated gross margin decreased from 40.6% in 1998 to 40.5% in 1999. The
decrease reflected lower profitability resulting from the mix of confectionery
items sold in 1999 compared to sales in the first quarter of 1998, primarily
related to lower sales of the more profitable standard bars. Higher costs for
labor and overhead and certain major raw materials, primarily milk and cocoa,
also contributed to the lower gross margin in the first quarter of 1999. These
cost increases were offset partially by a one-time benefit from revisions to the
Corporation's retiree medical plan, decreased costs for packaging materials and
certain major raw materials, primarily almonds and sugar, as well as improved
manufacturing efficiencies. Selling, marketing and administrative expenses
decreased by 11%, reflecting lower expenses related to the divestiture of the
pasta business and reduced marketing expenses for existing products. These
decreases were offset partially by increased spending associated with the
introduction of new products.
Net interest expense in the first quarter of 1999 was $4.3 million below the
comparable period of 1998, as a portion of the proceeds from the sale of the
pasta business was used to reduce short-term borrowings.
Excluding the provision for income taxes associated with the gain on the sale of
the pasta business, the first quarter effective income tax rate was 39.0% in
1999 and 1998.
In January 1999, the Corporation recorded a gain of $243.8 million, $165.0
million or $1.15 per share - diluted after tax, on the sale of its pasta
business. Excluding the after-tax gain on the sale, net income for the first
three months of 1999 of $59.7 million was 21% below the comparable period of the
prior year and net income per share - diluted excluding the after-tax gain was
$.42 per share or $.10 per share below the first quarter of 1998.
Liquidity and Capital Resources
- -------------------------------
Historically, the Corporation's major source of financing has been cash
generated from operations. Domestic seasonal working capital needs, which
typically peak during the summer, generally have been met by issuing commercial
paper. During the first three months of 1999, the Corporation's cash and cash
equivalents increased by $16.4 million. Cash and cash equivalents on hand at the
beginning of the period, cash provided from operations and proceeds from the
divestiture of the pasta business were sufficient to repay $279.8 million of
short-term debt, repurchase $237.0 million of the Corporation's Common Stock,
finance capital expenditures and capitalized software additions of $37.6 million
and pay cash dividends of $33.2 million.
10
<PAGE>
The ratio of current assets to current liabilities was 1.8:1 as of April 4,
1999, and 1.4:1 as of December 31, 1998. The Corporation's capitalization ratio
(total short-term and long-term debt as a percent of stockholders' equity,
short-term and long-term debt) was 48% as of April 4, 1999, and 54% as of
December 31, 1998.
As of April 4, 1999, the Corporation maintained a committed credit facility
agreement with a syndicate of banks in the amount of $576.8 million which could
be borrowed directly or used to support the issuance of commercial paper. The
Corporation has the option to increase the credit facility by $1.0 billion with
the concurrence of the banks. The Corporation also had lines of credit with
domestic and international commercial banks in the amount of approximately $23.0
million as of April 4, 1999 and December 31, 1998.
In March 1997, the Corporation issued $150 million of 6.95% Notes under a
November 1993 Registration Statement. In August 1997, the Corporation issued
$150 million of Notes and $250 million of Debentures under the November 1993 and
August 1997 Registration Statements. As of April 4, 1999, $250 million of debt
securities remained available for issuance under the August 1997 Registration
Statement. Proceeds from any offering of the $250 million of debt securities
available under the shelf registration may be used for general corporate
requirements, which include reducing existing commercial paper borrowings,
financing capital additions, and funding future business acquisitions and
working capital requirements.
As of April 4, 1999, the Corporation's principal capital commitments included
manufacturing capacity expansion and modernization. The Corporation anticipates
that capital expenditures will be in the range of $150 million to $170 million
per annum during the next several years as a result of continued modernization
of existing facilities and capacity expansion to support new products and line
extensions. Such expenditures will be financed with cash provided from
operations and short-term borrowings.
The potential loss in fair value of foreign exchange forward contracts and
interest rate swaps resulting from a hypothetical near-term adverse change in
market rates of ten percent was not material as of April 4, 1999. The market
risk resulting from a hypothetical adverse market price movement of ten percent
associated with the estimated average fair value of net commodity positions
increased from $7.6 million as of December 31, 1998, to $9.2 million as of April
4, 1999. Market risk represents 10% of the estimated average fair value of net
commodity positions at four dates prior to the end of each period.
Year 2000 Issues
- ----------------
Year 2000 issues associated with information systems relate to the way dates are
recorded and computed in many computer systems. These year 2000 issues could
have an impact upon the Corporation's information technology (IT) and non-IT
systems. Non-IT systems include embedded technology such as microcontrollers
which are integral to the operation of most machinery and equipment.
Additionally, year 2000 issues could have a similar impact on the Corporation's
major business partners, including both customers and suppliers. While it is not
currently possible to estimate the total impact of a failure of either the
Corporation or its major business partners or suppliers to complete their year
2000 remediation in a timely manner, the
11
<PAGE>
Corporation has determined that it could suffer significant adverse financial
consequences as a result of such failure.
Awareness and assessment of year 2000 issues regarding major business
applications software and other significant IT systems began in 1990. A formal
program to address year 2000 issues associated with IT systems was established
in late 1995. In early 1998, a team was established with representatives from
all major functional areas of the Corporation which assumed overall
responsibility for ensuring that remediation of both IT and non-IT systems will
be completed in time to prevent material adverse consequences to the
Corporation's business, operations or financial condition. The Corporation
expects that remediation of these systems will be essentially completed during
the third quarter of 1999.
In late 1996, the Corporation approved a project to implement an enterprise-wide
integrated information system to improve process efficiencies in all of the
major functional areas of the Corporation, enabling the Corporation to provide
better service to its customers. This system will replace most of the
transaction systems and applications supporting operations of the Corporation.
In addition to improving efficiency and customer service, another benefit of
this system is that it is year 2000 compliant and will address year 2000 issues
for approximately 80% of the Corporation's business applications software. As of
April 4, 1999, approximately $69.0 million of capitalized software and hardware
and $7.8 million of expenses have been incurred for this project. As of April 4,
1999, spending for implementation of this system was approximately 70% complete,
with full implementation expected during the third quarter of 1999. Total
commitments for this system and subsequently identified enhancements are
expected to be approximately $110 million which will be financed with cash
provided from operations and short-term borrowings.
The Corporation's mainframe, network and desktop hardware and software have
recently been upgraded and are substantially year 2000 compliant. The
Corporation is in the process of remediating year 2000 compliance issues
associated with legacy information systems not being replaced by the integrated
information system project, including process automation and factory management
systems. During late 1998, the Corporation undertook an extensive review of its
year 2000 remediation program. As a result of this review, the Corporation has
undertaken additional testing to confirm its year 2000 compliance, but is
otherwise maintaining its current program of remediation. As of April 4, 1999,
remediation of both IT and non-IT systems was approximately 70% complete,
reflecting the latest estimate of testing and work requirements to be performed.
The total cost of remediation of IT and non-IT systems not being replaced by the
integrated information system project is expected to be in the range of $6.0
million to $8.0 million.
The Corporation is also in the process of assessing year 2000 remediation issues
relating to its major business partners. All of the Corporation's major
customers have been contacted regarding year 2000 issues related to electronic
data interchange. The Corporation is also in the process of contacting its major
suppliers of ingredients, packaging, facilities, logistics and financial
services with regard to year 2000 issues. Because of the uncertainties
associated with assessing the ability of major business partners to complete the
remediation of their systems in time to prevent operational difficulties, the
Corporation will continue to contact and/or visit major customers and suppliers
to gain assurances that no significant adverse consequences will result due to
their failure to complete remediation of their systems.
12
<PAGE>
Year 2000 remediation, conversion, validation and implementation is continuing
and, at the present time, it is expected that remediation to both the
Corporation's IT and non-IT systems and those of major business partners will be
completed in time to prevent material adverse consequences to the Corporation's
business, operations or financial condition. However, contingency plans are
being developed, including possible increases in raw material and finished goods
inventory levels, and the identification of alternate vendors and suppliers. The
Corporation is participating in industry-wide efforts to develop contingency
plans which, to the extent feasible, may be relied upon to resolve any potential
failures resulting from year 2000 issues.
Forward Looking Information
- ---------------------------
The nature of the Corporation's operations and the environment in which it
operates subject it to changing economic, competitive, regulatory and
technological conditions, risks and uncertainties. In connection with the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, the
Corporation notes the following factors which, among others, could cause future
results to differ materially from the forward-looking statements, expectations
and assumptions expressed or implied herein. Many of the forward looking
statements contained in this document may be identified by the use of
forward-looking words such as "believe," "expect," "anticipate," "should,"
"planned," "estimated," and "potential" among others. Factors which could cause
results to differ include, but are not limited to: changes in the confectionery
and grocery business environment, including actions of competitors and changes
in consumer preferences; changes in governmental laws and regulations, including
income taxes; market demand for new and existing products; and raw material
pricing.
13
<PAGE>
PART II
Items 2, 3 and 5 have been omitted as not applicable.
Item 1 - Legal Proceedings
- --------------------------
In January 1999, the Corporation received a Notice of Proposed Deficiency
(Notice) from the Internal Revenue Service (IRS) related to the years 1989
through 1996. The most significant issue pertains to the Corporate Owned Life
Insurance (COLI) program which was implemented by the Corporation in 1989. The
IRS proposed the disallowance of interest expense deductions associated with the
underlying life insurance policies. The Corporation believes that it has fully
complied with the tax law as it relates to its COLI program. The Corporation
filed a protest of the proposed deficiency with the Appeals section of the IRS
in April 1999 and intends to vigorously defend its position on this matter. The
Corporation has no other material pending legal proceedings, other than ordinary
routine litigation incidental to its business.
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
Hershey Foods Corporation's Annual Meeting of Stockholders was held on April 27,
1999. The following directors were elected by the holders of Common Stock and
Class B Common Stock, voting together without regard to class:
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
---- --------- --------------
<S> <C> <C>
William H. Alexander 399,503,497 2,682,090
Robert H. Campbell 399,824,047 2,361,540
C. McCollister Evarts, M.D. 399,522,053 2,663,534
Bonnie Guiton Hill 399,781,550 2,404,037
John C. Jamison 399,807,997 2,377,590
Michael F. Pasquale 399,815,113 2,370,474
John M. Pietruski 399,794,709 2,390,878
Joseph P. Viviano 399,666,073 2,519,514
Kenneth L. Wolfe 399,710,371 2,475,216
The following directors were elected by the holders of the Common Stock voting
as a class:
Name Votes For Votes Withheld
---- --------- --------------
Allan Z. Loren 96,163,310 2,423,997
Mackey J. McDonald 96,167,278 2,420,029
</TABLE>
Holders of the Common Stock and the Class B Common Stock voting together
approved the appointment of Arthur Andersen LLP as the independent public
accountants for 1999. Stockholders cast 399,947,002 votes FOR the appointment,
1,791,904 votes AGAINST the appointment and ABSTAINED from casting 446,681 votes
on the appointment of accountants.
No other matters were submitted for stockholder action.
14
<PAGE>
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
a) Exhibits
--------
The following items are attached and incorporated herein by reference:
Exhibit 12 - Statement showing computation of ratio of earnings to
fixed charges for the quarters ended April 4, 1999 and April 5, 1998.
Exhibit 27 - Financial Data Schedule for the period ended April 4, 1999
(required for electronic filing only).
b) Reports on Form 8-K
--------------------
A report on Form 8-K was filed February 19, 1999 announcing the sale of
the Corporation's pasta business to New World Pasta and the Board of
Director's approval to repurchase $230 million of the Corporation's
Common Stock.
A report on Form 8-K was filed March 2, 1999, announcing the repurchase
of $100 million of its Common Stock from the Hershey Trust Company, as
Trustee of the Milton Hershey School Trust.
A report on Form 8-K was filed April 23, 1999, announcing that the
Corporation's earnings for the first quarter of 1999 may be below
market expectations.
15
<PAGE>
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.
HERSHEY FOODS CORPORATION
-------------------------
(Registrant)
Date May 12, 1999 /s/ William F. Christ
------------ -----------------------------
William F. Christ
Senior Vice President,
Chief Financial Officer
and Treasurer
Date May 12, 1999 /s/ David W. Tacka
------------ ------------------------------
David W. Tacka
Corporate Controller and
Chief Accounting Officer
16
<PAGE>
EXHIBIT INDEX
Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges
Exhibit 27 - Financial Data Schedule for the period ended April 4, 1999
(required for electronic filing only)
17
<PAGE>
EXHIBIT 12
HERSHEY FOODS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in thousands of dollars except for ratios)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
--------------------------
April 4, April 5,
1999 1998
--------- ---------
Earnings:
<S> <C> <C>
Income before income taxes $341,579(a) $123,660
Add (deduct):
Interest on indebtedness 19,342 23,639
Portion of rents representative of the
interest factor (b) 3,117 3,296
Amortization of debt expense 121 152
Amortization of capitalized interest 806 885
-------- --------
Earnings as adjusted $364,965 $151,632
======== ========
Fixed Charges:
Interest on indebtedness $ 19,342 $ 23,639
Portion of rents representative of the
interest factor (b) 3,117 3,296
Amortization of debt expense 121 152
Capitalized interest 209 600
-------- --------
Total fixed charges $ 22,789 $ 27,687
======== ========
Ratio of earnings to fixed charges 16.01 5.48
======== ========
</TABLE>
NOTE:
(a) Includes a gain of $243.8 million on the sale of the Corporation's pasta
business.
(b) Portion of rents representative of the interest factor consists of
one-third of rental expense for operating leases.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HERSHEY
FOODS CORPORATION'S CONSOLIDATED CONDENSED BALANCE SHEET AS OF APRIL 4, 1999
AND CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED APRIL 4, 1999
AND IS QUALIFIED IN ITS ENTIRETY TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000047111
<NAME> HERSHEY FOODS CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> APR-04-1999
<CASH> 55,410
<SECURITIES> 0
<RECEIVABLES> 221,839<F1>
<ALLOWANCES> 0
<INVENTORY> 568,067
<CURRENT-ASSETS> 1,025,664
<PP&E> 2,503,207
<DEPRECIATION> 969,969
<TOTAL-ASSETS> 3,103,462
<CURRENT-LIABILITIES> 574,185
<BONDS> 879,095
0
0
<COMMON> 179,950
<OTHER-SE> 843,395
<TOTAL-LIABILITY-AND-EQUITY> 3,103,462
<SALES> 945,152
<TOTAL-REVENUES> 945,152
<CGS> 562,164
<TOTAL-COSTS> 585,133<F2>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,440
<INCOME-PRETAX> 341,579
<INCOME-TAX> 116,909
<INCOME-CONTINUING> 224,670
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 224,670
<EPS-PRIMARY> 1.58
<EPS-DILUTED> 1.57
<FN>
<F1>BALANCE IS NET OF RESERVES FOR DOUBTFUL ACCOUNTS AND CASH DISCOUNTS.
<F2>TOTAL INCLUDES A GAIN ON SALE OF BUSINESS OF $243,785.
</FN>
</TABLE>
