HORMEL FOODS CORP /DE/
10-Q, 1999-03-16
MEAT PACKING PLANTS
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                       SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------                      

                             Washington, D.C. 20549



                    QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For Quarter Ended January 30, 1999                              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) 437-5737


                                      None
- --------------------------------------------------------------------------------
Former  name,  former  address and former  fiscal  year,  if changed since  last
report.


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been subject to such filing
requirements for the past 90 days.

                  YES   XXX                           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, 1999
- --------------------------------------------------------------------------------
Common Stock                  $.1172 par value         73,431,446
Common Stock Non-Voting       $.01 par value                  -0-



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


                                     Page 1
<PAGE>



                                                                      FORM 10-Q

                        STATEMENTS OF FINANCIAL POSITION
                            (In Thousands of Dollars)

                            HORMEL FOODS CORPORATION


                                                    January 30,      October 31,
                                                        1999            1998
                                                    -----------      -----------
                                                    (Unaudited)
ASSETS

CURRENT ASSETS
  Cash and cash equivalents ..................     $   213,042      $   203,934

  Short-term marketable securities--
    at cost which approximates market ........          43,822           34,098
  Accounts receivable ........................         209,136          222,919
  Inventories ................................         245,570          239,548
  Deferred income taxes ......................           9,049            8,894
  Prepaid expenses ...........................          24,417            7,972
                                                   -----------      -----------
      TOTAL CURRENT ASSETS ...................         745,036          717,365

DEFERRED INCOME TAXES ........................          65,873           65,606

INTANGIBLES ..................................         103,507          105,244

INVESTMENTS IN AFFILIATES ....................         138,442          111,364

OTHER ASSETS .................................          74,938           69,406

PROPERTY, PLANT AND EQUIPMENT
  Land .......................................          13,079           13,080
  Buildings ..................................         275,808          275,445
  Equipment ..................................         621,489          616,109
  Construction in progress ...................          37,561           33,947
                                                   -----------      -----------
                                                       947,937          938,581

  Less allowance for depreciation ............        (464,521)        (451,674)
                                                   -----------      -----------

                                                       483,416          486,907
                                                   -----------      -----------

                                                   $ 1,611,212      $ 1,555,892
                                                   ===========      ===========


See notes to financial statements

                                     Page 2
<PAGE>

                                                                      FORM 10-Q

                        STATEMENTS OF FINANCIAL POSITION
                            (In Thousands of Dollars)

                            HORMEL FOODS CORPORATION


                                                    January 30,      October 31,
                                                        1999            1998
                                                    -----------      -----------
LIABILITIES AND SHAREHOLDERS' INVESTMENT            (Unaudited)

CURRENT LIABILITIES
  Accounts payable ...............................  $   107,424     $   119,836
  Accrued expenses ...............................       35,107          33,699
  Accrued marketing ..............................       33,793          26,140
  Employee compensation ..........................       41,892          54,314
  Taxes, other than federal income taxes .........       14,259          14,599
  Dividends payable ..............................       12,135          11,774
  Federal income tax .............................       21,308           1,172
  Current maturities of long-term debt ...........       12,359           6,117
                                                     -----------    -----------
      TOTAL CURRENT LIABILITIES ..................      278,277         267,651

LONG-TERM DEBT--less current maturities ..........      221,219         204,874

ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION ....      248,330         248,201

OTHER LONG-TERM LIABILITIES ......................       21,684          21,851

SHAREHOLDERS' INVESTMENT

  Preferred Stock, par value $.01 a share--
  authorized 40,000,000 shares; issued--none

  Common Stock, non-voting, par value $.01
  a share--
  authorized 40,000,000 shares; issued-none

  Common Stock, par value $.1172 a share--
  authorized 200,000,000 shares;
  issued 73,431,446 shares Jan. 30, 1999 
  issued 73,614,546 shares Oct. 31, 1998 .........        8,606           8,628
  Accumulated other comprehensive income .........       (3,880)         (3,910)
  Retained earnings ..............................      836,976         812,156
                                                    -----------     -----------
                                                        841,702         816,874
  Shares held in treasury ........................                       (3,559)
                                                     -----------    -----------

      TOTAL SHAREHOLDERS' INVESTMENT .............      841,702         813,315
                                                     -----------    -----------

                                                    $ 1,611,212     $ 1,555,892
                                                    ===========     ===========

See notes to financial statements

                                     Page 3
<PAGE>

                                                                      FORM 10-Q

                             STATEMENTS OF EARNINGS
                    (In Thousands, Except Per Share Amounts)

                            HORMEL FOODS CORPORATION

                                                        Three           Three
                                                    Months Ended    Months Ended
                                                     January 30,     January 24,
                                                        1999            1998
                                                    ------------  --------------
                                                     (Unaudited)

Sales, less returns and allowances                  $   799,005     $   814,914


Cost of products sold                                   557,240         605,196
                                                    ------------    ------------

      GROSS PROFIT                                      241,765         209,718

Expenses:
  Selling and delivery                                   86,799          77,155

  Marketing                                              78,014          67,063

  Administrative and general                             18,535          19,343

  Gain on plant sale                                                    (28,379)
                                                    ------------    ------------

      OPERATING INCOME                                   58,417          74,536

Other income and expenses:
  Other income--net                                       5,474           2,753

  Equity in earnings of affiliates                        4,760           1,200

  Interest expense                                       (2,933)         (3,182)
                                                    ------------    ------------

      EARNINGS BEFORE INCOME TAXES                       65,718          75,307

Provision for income taxes                               23,338          28,458
                                                    ------------    ------------

      NET EARNINGS                                  $    42,380     $    46,849

                                                    ============    ============



NET EARNINGS PER SHARE (BASIC)                      $      0.58     $      0.62

                                                    ============    ============


NET EARNINGS PER SHARE (DILUTED)                    $      0.57     $      0.61

                                                    ============    ============

See notes to financial statements

                                     Page 4
<PAGE>
                                                                      FORM 10-Q

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In Thousands of Dollars)

                            HORMEL FOODS CORPORATION

                                                        Three           Three
                                                    Months Ended    Months Ended
                                                     January 30,     January 24,
                                                        1999            1998
                                                    ------------    ------------
                                                     (Unaudited)
OPERATING ACTIVITIES
  Net earnings ..................................   $    42,380     $    46,849
  Adjustments to reconcile to net
   cash provided by operating activities
    Depreciation ................................        14,997          12,332
    Amortization of intangibles .................         1,737           1,780
    Equity in earnings of affiliates ............        (4,760)         (1,200)
    Provision for deferred income taxes .........          (422)            (49)
    (Gain) loss on property/equipment sales .....           275              88
    (Gain) on plant sale ........................                       (17,592)
  Changes in operating assets and liabilities:
    Decrease (increase) in accounts receivable ..        13,783         (37,479)
    (Increase) decrease in inventories
     and prepaid expenses .......................       (22,467)         10,313
    Increase (decrease) in accounts payable and
     accrued expenses ...........................         3,985           3,083
                                                    ------------    ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES .......        49,508          18,125

INVESTING ACTIVITIES
   Sale of held-to-maturity securities ..........        11,720           5,662
   Purchase of held-to-maturity securities ......       (21,444)        (20,845)
   Purchases of property/equipment ..............       (12,062)        (12,353)
   Proceeds from sales of property/equipment ....           281          38,828
   (Increase) in investments, equity in
    affiliates, and other assets ................       (27,850)         (6,266)
                                                    ------------    ------------
NET CASH USED IN INVESTING ACTIVITIES ...........       (49,355)          5,026

FINANCING  ACTIVITIES
   Proceeds from long-term borrowings ...........        22,616          11,647
   Principal payments on long-term debt .........           (29)           (292)
   Dividends paid on Common Stock ...............       (11,756)        (11,753)
   Stock Repurchase .............................        (2,046)         (5,157)
   Other ........................................           170             212
                                                    ------------    ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       8,955          (5,343)
                                                    ------------    ------------

INCREASE IN CASH AND CASH EQUIVALENTS ...........         9,108          17,808
   Cash and cash equivalents
    at beginning of year ........................       203,934         146,853
                                                    ------------    ------------

CASH AND CASH EQUIVALENTS 
  AT THE END OF QUARTER . .......................   $   213,042     $   164,661
                                                    ============    ============


See notes to financial statements

                                     Page 5
<PAGE>

                                                                      FORM 10-Q


                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                            HORMEL FOODS CORPORATION


NOTE A
- ------

In the opinion of the Company,  the accompanying  unaudited financial statements
contain all adjustments (consisting of only normal recurring accruals) necessary
for a fair presentation.

The accounting  policies  followed by the Company are set forth in Note A to the
Company's  Financial  Statements  in the 1998 Hormel  Foods  Corporation  Annual
Report to Shareholders, which is incorporated by reference on Form 10-K.

NOTE B
- ------

The results of operations for the three month period ended January 30, 1999, and
January 24, 1998 are not  necessarily  indicative  of the results to be expected
for the full year.

NOTE C
- ------

Beginning  in 1999,  the Company is required to report  comprehensive  income as
defined by Statement of Financial  Accounting  Standards  No. 130 ("SFAS  130"),
"Reporting  Comprehensive  Income".  SFAS 130 requires minimum pension liability
adjustments  and  foreign  currency  translation  adjustments,  which  prior  to
adoption were reported separately in common stockholders' equity, to be included
in "Other  Comprehensive  Income".  Comprehensive  income (net income plus other
comprehensive  income) was $42,350 and $46,849 for the three month  period ended
January 30, 1999, and January 24, 1998, respectively.








                                     Page 6
<PAGE>


                                                                      FORM 10-Q

                     MANAGEMENTS' DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                       (In Thousands except share amounts)

                            HORMEL FOODS CORPORATION


RESULTS OF OPERATIONS
- ---------------------

Earnings for the first  quarter of Fiscal 1999 were $42,380  compared to $46,849
in 1998. The 1999 results include a gain, net of taxes, of $3,808 on the sale of
land by Campofrio Alimentacion, S.A., a Spanish food company in which Hormel has
a 21.4  percent  ownership  interest.  The 1998 results  include a gain,  net of
taxes,  of $17,402 on the sale of the  Davenport  gelatin  plant and business to
Goodman Fielder Limited, of Sydney, Australia.

Excluding  the one time gains,  sales and earnings for the first quarter of 1999
were  $799,005 and $38,572,  respectively,  compared to $814,914 and $29,447 for
the same period last year.  Tonnage volume for the quarter increased 8.7 percent
over 1998 to 744,746 pounds.

The increase in earnings and tonnage volume, while sales dollars declined, was a
result of lower pork prices and  aggressive  promotional  programs.  The Company
also benefited  from pork  producers  bringing to market a record supply of live
hogs  allowing  Company  facilities  to be operated at optimum  capacity. 

While  benefiting from lower prices for live hogs, the Company  continued to pay
higher prices for hogs purchased  under  procurement  contracts  compared to the
lower prices paid on the quoted spot market.  Procurement  contracts are used by
the Company to protect the quality  and  availability  of its pork raw  material
needs.  The  Company  expects to show  improved  margins  under the  procurement
contracts  when  live  pork  prices on the spot  market  rise  above the cost of
production.  Pressure on margins  resulting from the  procurement  contracts was
mitigated by  promotional  programs  that  increased the volume of higher margin
manufactured items in the product mix.

The Company's  core Hormel  business  continues to be the major  contributor  to
earnings.  Within the  Prepared  Foods  Group,  tonnage  volume for the  Grocery
Products  Division  increased 13.9 percent  during the quarter  compared to last
year. The volume increases were across all key Grocery  Products  categories and
all geographic areas.

During the first quarter,  the Meat Products Group continued the favorable trend
of increased  branded  product  sales which began in 1997.  Volume  increases of
Always Tender(R) pork and flavored fresh pork along with continued  success with
microwave  bacon  products has led to the improved  results for the group. A new
fully-cooked shelf stable, consumer branded sliced bacon is doing extremely well
in test markets and is expected to be in national distribution this year.

Tonnage volume in the  Foodservice  Group continued to grow in the first quarter
with branded  tonnage up 10.7 percent over 1998.  Foodservice  growth was across
all major product categories.



                                     Page 7
<PAGE>


                                                                      FORM 10-Q


                     MANAGEMENTS' DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            HORMEL FOODS CORPORATION


RESULTS OF OPERATIONS
- ---------------------

Turkey volume for Jennie-O in the first quarter  decreased 4.3 percent  compared
to last year.  Reduced volume through turkey  hatcheries during the quarter will
result  in a small  production  decrease  for the year.  Jennie-O's  promotional
programs will recognize the 50th anniversary of Jennie-O during 1999.

International  volume  rebounded  from an off  year in  1998  with a 54  percent
increase in the first quarter of 1999.  Volume  increases were in both fresh and
frozen  pork  and  in  consumer-branded  products.   Excluding  the  land  sale,
Campofrio's  operating  results  continued  slightly ahead of plan for the first
quarter.

Selling  and  delivery  expenses  for the  quarter  were 10.9  percent  of sales
compared to 9.5  percent in 1998.  The change  reflects  the  increased  tonnage
volume at lower price levels in 1999.

Marketing  expenses  for the  quarter  were  $78,014  or 14.0  percent  of sales
compared to $67,063 or 11.1 percent of sales last year. The Company continues to
emphasize both its well established products along with newer ethnic products in
its promotional programs.

Administrative and general expenses declined slightly for the quarter to $18,535
from $19,343 in 1998 due to a decrease in pension charges.

The effective  tax rate for the first quarter of 1999 was 35.5 percent  compared
to 37.8 percent last year. The decrease  reflects a return to more normal levels
of deductible permanent differences between tax and financial income.







                                     Page 8
<PAGE>

                                                                      FORM 10-Q


                     MANAGEMENTS' DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            HORMEL FOODS CORPORATION

FINANCIAL CONDITION
- -------------------

Ratio  comparisons for the first quarter of 1999 and 1998, which demonstrate the
Company's financial strength, are as follows:

                                           End of Quarter         
                                    ------------------------------
                                     1st Quarter     1st Quarter
                                        1999            1998      
                                    --------------  --------------

Liquidity Ratios
  Current ratio                          2.7             2.9
  Receivables turnover                  14.8           *12.9
  Days sales in receivables             23.9 days      *30.4 days
  Inventory turnover                     9.2             9.3
  Days sales in inventory               40.2 days       38.6 days

Leverage Ratio
  Long-term debt to equity              27.8%           25.8%

Operating Ratios

  Pre-tax profit to net worth        ***31.8%         **36.9%
  Pre-tax profit to total assets     ***16.6%         **19.4%

*   Includes $71,400 in receivables from sale of Davenport plant.
**  Includes $17,402 in pre-tax profit from sale of Davenport plant.
*** Includes $3,808 in pre-tax profit from sale of land by Campofrio.


Changes  during  the first  quarter  in  current  asset and  liability  balances
followed normal seasonal  patterns.  The Company  continues to keep excess funds
invested  short-term  as  it  examines  business  opportunities  that  meet  its
long-term  operating  goals.  Accounts  receivable  and  inventory  balances are
consistent with the lower price levels for pork and the increased sales volume.

During the quarter,  the Company  invested  $12,062 in new plant and  equipment.
Investment in plant and equipment continues to emphasize  productivity gains and
efficient  product flow while  improving  ergonomics  and safety  conditions for
employees.

During the quarter,  the Company made an equity investment of $22,000 in a joint
venture, Pure Foods-Hormel Company, in the Philippines.

Long-term debt increased in the quarter as an outgrowth of the investmentin Pure
Foods-Hormel.  The leverage ratio indicates that significant  borrowing capacity
remains to take  advantage  of  business  opportunities  that may arise  through
acquisition or internal expansion.

During the first quarter of fiscal 1999,  183,100  shares were retired under the
share repurchase program at an average price per share of $29.79.



                                     Page 9
<PAGE>


                                                                      FORM 10-Q

                     MANAGEMENTS' DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            HORMEL FOODS CORPORATION


YEAR 2000
- ---------

Internally developed software has been developed for many years to eliminate the
need for  revision in the year 2000.  Less than 5.0 percent of this  category of
software remains to be updated and will be completed by January 1, 2000.

The  Company  continues  to review the impact of Year 2000 on outside  developed
software  that runs on  Company  computers  or is  contained  within  processing
equipment.  Changes required to correct  potential  problems  identified in this
review are 80.0 percent  complete. All  necessary  changes  will be completed by
January 1, 2000.

The Company has queried its significant  suppliers and customers regarding their
exposure to Year 2000 problems. The Company is not aware of any outside supplier
or  customer  with a Year  2000  issue.  However,  the  Company  has no means of
ensuring that outside suppliers and customers will be Year 2000 ready.

The Company does not  anticipate a delay in  completing  Year 2000  revisions by
January  1, 2000 and does not have a  contingency  plan for such a  possibility.
Total historical and anticipated remaining costs to remediate Year 2000 problems
are not material.












                                    Page 10
<PAGE>


                                                                      FORM 10-Q

                           PART II - OTHER INFORMATION

                            HORMEL FOODS CORPORATION



Item 4.    Results of Votes of Security Holders.
- -------    -------------------------------------

           None.



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

           None




                                   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





                                             /s/ D. J. HODAPP
Date: March 16, 1999                     By: --------------------------------  
     ------------------                      D. J. HODAPP
                                             Executive Vice President
                                             & Chief Financial Officer




                                             /s/ J. M. ETTINGER
Date: March 16, 1999                     By: -------------------------------- 
     --------------------                    J. M. ETTINGER
                                             Treasurer


 









                                    Page 11
<PAGE>



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     Hormel Foods Corporation 1st Quarter 10-Q
</LEGEND>
<CIK>                       0000048465  
<NAME>             Hormel Foods Corporation                       
<MULTIPLIER>                                   1,000

       
<S>                             <C>            
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                              OCT-30-1999
<PERIOD-START>                                 NOV-01-1998
<PERIOD-END>                                   JAN-30-1999

<CASH>                                         213,042
<SECURITIES>                                    43,822
<RECEIVABLES>                                  209,136
<ALLOWANCES>                                         0
<INVENTORY>                                    245,570
<CURRENT-ASSETS>                               745,036
<PP&E>                                         947,937
<DEPRECIATION>                                (464,521)
<TOTAL-ASSETS>                               1,611,212
<CURRENT-LIABILITIES>                          278,277
<BONDS>                                        221,219
                                0
                                          0
<COMMON>                                         8,606
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,611,212
<SALES>                                        799,005
<TOTAL-REVENUES>                               799,005
<CGS>                                          557,240
<TOTAL-COSTS>                                  557,240
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,933
<INCOME-PRETAX>                                 65,718
<INCOME-TAX>                                    23,338
<INCOME-CONTINUING>                             42,380
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    42,380
<EPS-PRIMARY>                                     0.58
<EPS-DILUTED>                                     0.57
        



</TABLE>


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