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 39 weeks ended September 25, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-6085
____________________________
IBP, inc.
a Delaware Corporation
I.R.S. Employer Identification No. 42-0838666
800 Stevens Port Drive
Dakota Dunes, South Dakota 57049
Telephone 605-235-2061
____________________________
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, and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
As of November 1, 1999, the registrant had outstanding 92.3 million
shares of its common stock ($.05 par value).
PART I. FINANCIAL INFORMATION
IBP, inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
September 25, December 26,
1999 1998
------------- ------------
(Unaudited)
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 28,010 $ 27,254
Accounts receivable, less allowance
for doubtful accounts of $11,674
and $12,111 822,901 599,999
Inventories 587,035 405,418
Deferred income tax benefits,
prepaid expenses and other 69,690 64,144
--------- ---------
TOTAL CURRENT ASSETS 1,507,636 1,096,815
Property, plant and equipment,
less accumulated depreciation
of $914,181 and $843,937 1,269,039 1,072,093
Goodwill, net of accumulated
amortization of $177,194 and $158,808 881,501 724,089
Other assets 95,613 115,099
--------- ---------
$3,753,789 $3,008,096
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable to banks $ 588,948 $ 140,967
Accounts payable 347,788 315,861
Deferred income taxes and other
current liabilities 427,838 408,984
--------- ---------
TOTAL CURRENT LIABILITIES 1,364,574 865,812
Long-term debt and capital lease
obligations 587,620 575,522
Deferred income taxes and other
liabilities 173,651 165,848
STOCKHOLDERS' EQUITY:
Common stock at par value 4,750 4,750
Additional paid-in capital 401,925 405,278
Retained earnings 1,292,551 1,067,725
Accumulated other comprehensive income (10,529) (16,456)
Treasury stock (60,753) (60,383)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 1,627,944 1,400,914
--------- ---------
$3,753,789 $3,008,096
========= =========
See accompanying notes to condensed consolidated financial statements.
-2-
IBP, inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In thousands, except per share data)
13 Weeks Ended 39 Weeks Ended
-------------------- ---------------------
Sept. 25, Sept. 26, Sept. 25, Sept. 26,
1999 1998 1999 1998
--------- --------- --------- ---------
Net sales $3,648,390 $3,210,689 $10,224,509 $9,769,973
Cost of products sold 3,384,759 3,017,438 9,573,696 9,346,752
--------- --------- ---------- ---------
Gross profit 263,631 193,251 650,813 423,221
Selling, general and
administrative expense 98,726 77,319 266,252 206,092
--------- --------- ---------- ---------
EARNINGS FROM OPERATIONS 164,905 115,932 384,561 217,129
Interest expense, net 11,999 9,951 33,014 34,596
--------- --------- ---------- ---------
Earnings before income
taxes and extraordinary
item 152,906 105,981 351,547 182,533
Income tax expense 44,300 40,400 119,800 69,500
--------- --------- ---------- ---------
Earnings before
extraordinary item 108,606 65,581 231,747 113,033
Extraordinary loss on early
extinguishment of debt,
less applicable taxes - - - (14,815)
--------- --------- ---------- ---------
NET EARNINGS $ 108,606 $ 65,581 $ 231,747 $ 98,218
========= ========= ========== =========
Earnings per share:
Earnings before
extraordinary item $1.18 $ .71 $2.51 $1.22
Extraordinary item - - - (.16)
---- ---- ---- ----
Net earnings $1.18 $ .71 $2.51 $1.06
==== ==== ==== ====
Earnings per share - assuming
dilution:
Earnings before
extraordinary item $1.16 $ .70 $2.48 $1.21
Extraordinary item - - - (.16)
---- ---- ---- ----
Net earnings $1.16 $ .70 $2.48 $1.05
==== ==== ==== ====
Dividends per share $.025 $.025 $.075 $.075
==== ==== ==== ====
See accompanying notes to condensed consolidated financial statements.
-3-
IBP, inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
39 Weeks Ended
---------------------------
Sept. 25, Sept. 26,
1999 1998
---------- ----------
Inflows(outflows)
NET CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES $ 51,204 $ 128,365
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired (394,599) -
Capital expenditures (141,349) (123,182)
Proceeds from disposals of marketable
securities 20,800 177,370
Purchases of marketable securities ( 19,400) (200,227)
Investment in life insurance contracts - (33,000)
Other investing activities, net 6,896 4,686
-------- --------
Net cash flows used by
investing activities (527,652) (174,353)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in borrowings under revolving
credit agreements 448,000 113,500
Net change in checks in process of
clearance 39,725 1,665
Proceeds from issuance of long-term debt 3,020 49,766
Principal payments on long-term
obligations (2,660) (113,765)
Premiums paid on early retirement
of debt - (20,636)
Other financing activities, net (10,664) (13,513)
-------- --------
Net cash flows provided by
financing activities 477,421 17,017
-------- --------
Effect of exchange rate on cash
and cash equivalents (217) (119)
-------- --------
Net change in cash and cash equivalents 756 (29,090)
Cash and cash equivalents at beginning
of period 27,254 69,022
-------- --------
Cash and cash equivalents at end of
period $ 28,010 $ 39,932
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest, net of amounts capitalized $ 35,997 $ 45,424
Income taxes, net of refunds received 124,099 26,140
Depreciation and amortization expense 81,300 74,841
Amortization of intangible assets 19,313 19,731
See accompanying notes to condensed consolidated financial statements.
-4-
IBP, inc. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. GENERAL
The condensed consolidated balance sheet of IBP, inc. and subsidiaries
("IBP" or "the company") at December 26, 1998 has been taken from audited
financial statements at that date and condensed. All other condensed
consolidated financial statements contained herein have been prepared by
IBP and are unaudited. The condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements
and the notes thereto included in IBP's Annual Report on Form 10-K for the
year ended December 26, 1998.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, consisting only
of normal recurring adjustments, necessary to present fairly the financial
position of IBP at September 25, 1999 and the results of its operations and
its cash flows for the periods presented herein.
B. OTHER
IBP's interim operating results of its Fresh Meats segment may be
subject to substantial fluctuations which do not necessarily occur or recur
on a seasonal basis. Such fluctuations are normally caused by competitive
and other conditions in the cattle and hog markets over which IBP has
little or no control. Therefore, the results of operations for the interim
periods presented are not necessarily indicative of the results to be
attained for the full fiscal year.
C. INVENTORIES
Inventories, valued at the lower of first-in, first-out cost or market
are comprised of the following:
September 25, December 26,
1999 1998
------------- ------------
(In thousands)
Product inventories:
Raw materials $ 39,375 $ 22,552
Work in process 85,863 69,790
Finished goods 240,597 148,542
------- -------
365,835 240,884
Livestock 133,745 89,321
Supplies 87,455 75,213
------- -------
$587,035 $405,418
======= =======
-5-
D. EARNINGS PER SHARE
(in thousands, except per share amounts)
For the Thirteen Weeks Ended Sept. 25, 1999
-------------------------------------------
Earnings Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic EPS:
Net earnings $108,606 92,284 $1.18
======= ====
Effect of dilutive
securities:
Employee stock plans 1,074
------
Diluted EPS $108,606 93,358 $1.16
======= ====== ====
For the Thirteen Weeks Ended Sept. 26, 1998
-------------------------------------------
Earnings Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic EPS:
Earnings before
extraordinary item $ 65,581 92,495 $ .71
======= ====
Effect of dilutive
securities:
Employee stock plans 759
------
Diluted EPS $ 65,581 93,254 $ .70
======= ====== ====
For the Thirty-nine Weeks Ended Sept. 25, 1999
----------------------------------------------
Earnings Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic EPS:
Net earnings $231,747 92,284 $2.51
======= ====
Effect of dilutive
securities:
Employee stock plans 1,001
------
Diluted EPS $231,747 93,285 $2.48
======= ====== ====
For the Thirty-nine Weeks Ended Sept. 26, 1998
----------------------------------------------
Earnings Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic EPS:
Earnings before
extraordinary item $113,033 92,540 $1.22
======= ====
Effect of dilutive
securities:
Employee stock plans 845
------
Diluted EPS $113,033 93,385 $1.21
======= ====== ====
The summary below lists stock options outstanding at the end of the
fiscal quarters which were not included in the computations of diluted
EPS because the options' exercise price was greater than the average
market price of the common shares. These options had varying expiration
dates.
1999 1998
------ ------
Stock options excluded from
diluted EPS computation 937 2,014
Average option price per share $25.55 $23.67
-6-
E. COMPREHENSIVE INCOME
Comprehensive income consists of net earnings and foreign currency
translation adjustments. Management considers its foreign investments to
be permanent in nature and does not provide for taxes on currency
translation adjustments arising from converting the investment in a
foreign currency to U.S. dollars. Comprehensive income for the thirty-
nine weeks ended Sept. 25, 1999 and Sept. 26, 1998 was as follows
(unaudited):
39 Weeks Ended
-----------------------
Sept. 25, Sept. 26,
1999 1998
--------- ---------
(in thousands)
NET EARNINGS $108,606 $98,218
Other comprehensive income:
Foreign currency translation
adjustments 5,927 (5,961)
------- ------
COMPREHENSIVE INCOME $114,533 $92,257
======= ======
F. COMMITMENTS AND CONTINGENCIES
IBP is involved in numerous disputes incident to the ordinary course
of its business. In the opinion of management, any liability for which
provision has not been made relative to the various lawsuits, claims and
administrative proceedings pending against IBP, including those described
below, will not have a material adverse effect on its consolidated
results of operations, financial position or liquidity.
In July 1996, a lawsuit was filed against IBP by certain cattle
producers in the U.S. District Court, Middle District of Alabama, seeking
certification of a class of all cattle producers. The complaint alleges,
inter alia, that IBP has used its market power and alleged "captive
supply" agreements to reduce the prices paid to producers for cattle.
Plaintiffs have disclosed that, in addition to declaratory relief, they
seek actual and punitive damages, although plaintiffs have not specified
the amounts they seek. The original motion for class certification was
denied by the District Court; plaintiffs then amended their motion,
defining a narrower class consisting of only those cattle producers who
sold cattle directly to IBP from 1994 through the date of certification.
The District Court approved this narrower class on April 28, 1999.
However, the Court noted, in response to concerns raised about conflicts
within the class and about plaintiffs' ability to prove their theory on a
class-wide basis, that it could decertify the class as discovery
proceeds. The 11th Circuit granted IBP's request for a review of the
class certification decision and is expected to issue an opinion in early
2000. Management continues to believe that the company has acted properly
and lawfully in its dealings with cattle producers.
-7-
IBP recently received notice that the U.S. Environmental Protection
Agency ("EPA") had referred several alleged violations of various
environmental laws involving IBP's Dakota City, Nebraska, facility to the
U.S. Department of Justice ("DOJ") for further handling. These
violations include, without limitation, alleged violations of the Clean
Air Act and the Clean Water Act. IBP has agreed to toll the statute of
limitations and pursue discussions with DOJ and EPA in an effort to reach
an amicable resolution on these issues.
G. ACQUISITIONS
Early in the second quarter 1999, the company acquired the outstanding
stock of two companies, H&M Food Systems Company, Inc. ("H&M") and Zemco
Industries, Inc., the owner of Russer Foods. H&M is a producer of
custom-formulated pre-cooked meat products and prepared foods with two
plants in Texas. Russer Foods, based in Buffalo, New York, produces and
markets a variety of premium deli meats. Both operations will operate as
part of IBP's Foodbrands America, Inc. ("Foodbrands") subsidiary.
Early in the third quarter 1999, Foodbrands acquired Wilton Foods,
Inc., ("Wilton Foods") a leading producer of premium kosher meals and
prepared foods for airlines and institutions. Wilton Foods, based in
Goshen, New York, also produces premium kosher hors d'oeuvres and
appetizers.
In late August 1999, IBP, through its IBP Foods, Inc. subsidiary,
purchased substantially all of the operating assets of Thorn Apple
Valley, Inc. ("TAVI"), a further processor of pork and poultry products,
which had been involved in bankruptcy proceedings. The purchase of the
TAVI assets includes five processing plants, most of its current assets
and a number of product brand names.
The following pro forma financial information assumes the above
businesses were acquired at the beginning of 1998. These results have been
prepared for comparative purposes only and do not purport to be indicative
of what would have occurred had the businesses been acquired at the beginning
of 1998, or of the results which may occur in the future. The pro forma
results do not include TAVI's discontinued fresh pork operation which IBP did
not purchase. However, the pro forma results do include significant
nonrecurring charges related to goodwill and asset impairments, Russian credit
losses, product recalls and bankruptcy-related legal and financing expenses.
39 Weeks Ended
--------------------------
Sept. 25, Sept. 26,
1999 1998
----------- -----------
(in thousands, except per share data)
Net sales $10,704,870 $10,327,599
Earnings from operations 341,201 241,068
Earnings before extraordinary items 166,042 124,603
Net earnings 166,042 107,965
Earnings per diluted share:
Earnings before
extraordinary items $1.78 $1.33
Net earnings 1.78 1.16
-8-
H. BUSINESS SEGMENTS
The company is managed and operated as two divisions, Fresh Meats and
Enterprises, and, accordingly, has two business segments. IBP's Fresh
Meats operation relates principally to the meat processing industry and
primarily involves cattle and hog carcass production, beef and pork
fabrication and related allied product processing activities. This segment
markets its products to food retailers, distributors, wholesalers,
restaurant and hotel chains, other food processors and leather makers, as
well as manufacturers of pharmaceuticals and animal feeds. The Enterprises
segment consists of three IBP subsidiaries: Foodbrands, The Bruss Company
("Bruss") and IBP Foods, Inc. The Enterprises group produces, markets and
distributes a variety of frozen and refrigerated products to the retail and
"away from home" food preparation markets. These products include pizza
toppings and crusts, value-added beef and pork-based products, ethnic
specialty foods, appetizers, soups, sauces and side dishes as well as deli
meats and processed beef, pork and poultry products. Enterprises also
produces portion-controlled premium beef and pork products for sale to
restaurants and foodservice customers in domestic and international
markets. The company operates principally in the United States.
Intersegment sales have been recorded at amounts approximating market.
Earnings from operations are comprised of net sales less all identifiable
operating expenses, allocated corporate selling, general and administrative
expenses, and goodwill amortization. Net interest expense and income taxes
have been excluded from segment operations.
13 Weeks Ended 39 Weeks Ended
--------------------- ---------------------
Sept. 25, Sept. 26, Sept. 25, Sept. 26,
1999 1998 1999 1998
--------- --------- --------- ---------
(in thousands)
NET SALES
- ---------
Sales to unaffiliated customers:
Fresh Meats $3,191,811 $2,922,803 $ 9,097,244 $8,933,620
Enterprises 456,579 287,886 1,127,265 836,353
--------- --------- ---------- ---------
3,648,390 $3,210,689 10,224,509 9,769,973
========= ========= ========== =========
Intersegment sales:
Fresh Meats 75,819 47,204 190,769 138,215
Intersegment elimination (75,819) (47,204) (190,769) ( 138,215)
--------- ---------- ---------- ---------
- - - -
--------- ---------- ---------- ---------
Net sales:
Fresh Meats 3,267,630 2,970,007 9,288,013 9,071,835
Enterprises 456,579 287,886 1,127,265 836,353
Intersegment elimination (75,819) (47,204) (190,769) (138,215)
--------- --------- ---------- ---------
$3,648,390 $3,210,689 $10,224,509 $9,769,973
========= ========= ========== =========
-9-
EARNINGS FROM OPERATIONS
- ------------------------
Fresh Meats $ 142,234 $ 96,378 $ 316,991 $ 164,200
Enterprises 22,671 19,554 67,570 52,929
-------- --------- ---------- ---------
Total earnings
from operations 164,905 115,932 384,561 217,129
Net interest expense (11,999) ( 9,951) (33,014) (34,596)
-------- --------- ---------- ---------
Pre-tax earnings $ 152,906 $ 105,981 $ 351,547 $ 182,533
======== ========= ========== =========
NET SALES BY LOCATION
- ---------------------
OF CUSTOMERS
------------
United States $3,092,442 $2,755,085 $ 8,664,436 $8,299,086
Japan 209,635 190,033 618,781 609,425
Canada 132,272 107,878 380,634 350,839
Korea 63,109 32,130 152,918 91,647
Mexico 49,698 44,816 133,365 126,175
Other foreign countries 101,234 80,747 274,375 292,801
--------- --------- ---------- ---------
$3,648,390 $3,210,689 $10,224,509 $9,769,973
========= ========= ========== =========
-10-
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
The matters discussed herein contain forward-looking statements.
Specifically, these forward-looking statements include risks and
uncertainties. Thus, actual results may differ materially from those
expressed or implied in those statements. Those risks and uncertainties
include, without limitation, risks of changing market conditions with
regard to livestock supplies and demand for the company's products,
domestic and international legal and regulatory risks, the costs of
environmental compliance, the impact of governmental regulations,
operating efficiencies, as well as competitive and other risks over
which IBP has little or no control. Moreover, past financial
performance should not be considered a reliable indicator of future
performance. The company makes no commitment to update any forward-
looking statement, or to disclose any facts, events or circumstances
after the date hereof that may affect the accuracy of any forward-
looking statement.
ACQUISITIONS
- ------------
Early in the second quarter 1999, the company acquired the
outstanding stock of two companies, H&M Food Systems Company, Inc.
("H&M") and Zemco Industries, Inc., the owner of Russer Foods. H&M is a
producer of custom-formulated pre-cooked meat products and prepared
foods with two plants in Texas. Russer Foods, based in Buffalo, New
York, produces and markets a variety of premium deli meats. Both
operations will operate as part of IBP's Foodbrands America, Inc.
("Foodbrands") subsidiary.
Early in the third quarter 1999, Foodbrands acquired Wilton Foods,
Inc., ("Wilton Foods") a leading producer of premium kosher meals and
prepared foods for airlines and institutions. Wilton Foods, based in
Goshen, New York, also produces premium kosher hors d'oeuvres and
appetizers.
In late August 1999, IBP, through its IBP Foods, Inc. subsidiary,
purchased substantially all of the operating assets of Thorn Apple
Valley, Inc. ("TAVI"), a further processor of pork and poultry products,
which had been involved in bankruptcy proceedings. The purchase of the
TAVI assets includes five processing plants, most of its current assets
and a number of product brand names.
RESULTS OF OPERATIONS
- ---------------------
Fresh Meats' operating earnings improved to 4.5% of net sales in
the third quarter 1999 versus 3.3% in the third quarter 1998. On a
year-to-date basis through September, the 1999 operating margin as a
percentage of net sales, before non-recurring charges, was 3.7% compared
to 1.8% in the prior year. Both beef and pork operations performed
above prior year levels due to steady to higher levels of plant capacity
utilization, improved domestic and export demand and relatively stable
livestock prices.
-11-
In the second quarter 1999, Fresh Meats incurred a pre-tax, non-
cash charge of $17 million for cow slaughter and boning operation
impairment write-downs. IBP's Palestine, Texas, cow plant, which closed
in April 1999, was written off as part of the charge. The charge also
included write-downs related to its Tama, Iowa, cow plant, which the
company announced in October 1999 will close permanently in December
1999. The charge reduced year-to-date 1999 net earnings by $10 million
or $.11 per diluted share.
Enterprises' third quarter 1999 operating earnings decreased to
5.0% of net sales compared to 6.8% in the third quarter 1998. Through
nine months, the comparable figures were 6.0% in 1999 versus 6.3% in
1998. Higher 1999 raw material and selling costs were the primary
factors which reduced margins.
Estimates prepared by the United States Department of Agriculture
("USDA") and various industry analysts predict that beef production in
1999 will likely exceed 1998 levels. Also, significant reported
placements into feedlots in recent months should translate into ample
supplies into next year. At the same time, pork production is expected
to remain strong for the remainder of 1999 and into 2000. Cattle and
hog supplies are predicted to be down somewhat during the latter part of
2000, but management believes they will be sufficient for suitable
production levels.
During the first quarter 1998, the company completed its purchase
of all of Foodbrands' $112 million outstanding 10.75% Senior
Subordinated Notes. Net prepayment premiums, accelerated amortization
of unamortized deferred financing costs, and transaction expenses
totaled $23.9 million, before applicable income tax benefit of $9.1
million, and was accounted for as an extraordinary loss in the condensed
consolidated statement of earnings.
13 Weeks Ended 39 Weeks Ended
--------------------- ----------------------
Sept. 25, Sept. 26, Sept. 25, Sept. 26,
1999 1998 1999 1998
---------- ---------- ---------- ----------
Net Sales:
Fresh Meats $3,191,811 $2,922,803 $ 9,097,244 $8,933,620
Enterprises 456,579 287,886 1,127,265 836,353
--------- --------- ---------- ---------
$3,648,390 $3,210,689 $10,224,509 $9,769,973
========= ========= ========== =========
Earnings from Operations:
Fresh Meats:
Before Non-recurring
Charges $142,234 $96,378 $333,686 $164,200
======= ====== ======= =======
After Non-recurring
Charges $142,234 $96,378 $316,991 $164,200
======= ====== ======= =======
Enterprises $ 22,671 $19,554 $ 67,570 $ 52,929
======= ====== ======= =======
-12-
SALES
In the third quarter 1999, Fresh Meats' net sales increased 9% over
the third quarter 1998. Increased pounds of beef products sold was the
chief contributing factor, while average beef selling prices were also
higher. Pork selling prices and volume were off slightly in the third
quarter 1999 versus the year-earlier period. Enterprises' 59% net sales
increase from the prior year third quarter was due in large part to
Foodbrands' acquisitions (the appetizer division of the Diversified Food
Group ("DFG Foods"), which was acquired in the fourth quarter 1998, as
well as the 1999 acquisitions Russer Foods, H&M, Wilton Foods and IBP
Foods), although existing Enterprises' net sales increased 13%,
primarily on volume.
For the nine months ended September, the 2% increase in Fresh
Meats' 1999 net sales over 1998 was the result of increased pounds of
beef products sold, partially offset by lower average pork selling
prices. Enterprises' 1999 net sales through September increased 35%
over the first nine months of 1998. Excluding acquisitions, net sales
increased 9% due to sales volume increases at Bruss and other Foodbrands
divisions.
Export volumes increased 10% in the third quarter and 7% in the
first nine months of 1999 compared to the same 1998 periods. At the
same time, net export dollar sales during the third quarter 1999
increased 10% over the second quarter 1999 and 19% above the third
quarter 1998. Meanwhile, year-to-date export dollars through September
increased 3% over the first nine months of 1998. Net export sales
accounted for 12% of year-to-date 1999 and 1998 net sales.
Economic conditions in the Far East appear to be improving, as
evidenced by support of higher IBP selling prices and a sales mix to the
region shifting toward higher value products. Year-to-date 1999 export
sales dollars to Japan, IBP's most significant export destination,
increased 2% over 1998 despite a volume decrease of 8% from the prior
year. Additionally, year-to-date 1999 export volume into Korea and
Taiwan was up significantly over the first nine months of 1998. Closer
to home, export volumes and dollar sales to customers in Mexico were up
solidly during the first nine months of 1999 versus 1998.
COST OF PRODUCTS SOLD
In the third quarter, Fresh Meats' 1999 cost of products sold
increased 8% from the third quarter 1998 as both beef production volumes
and average live cattle prices increased from the prior year quarter.
The production volume increase also caused higher beef plant costs.
Enterprises' third quarter 1999 cost of products sold increased 63%
from the third quarter 1998. Excluding acquisitions, the increase was
14% as the volume of products sold increased and raw materials prices
also were higher.
-13-
In the year-to-date period ended September, Fresh Meats' cost of
products sold in 1999 was comparable with 1998. Lower average live hog
prices were the most significant factor, offset somewhat by higher live
cattle prices and increased volume of Fresh Meats products sold. Plant
costs were also higher, due in part to the second quarter 1999 $17
million of cow plant asset write-downs mentioned earlier.
Enterprises' nine months' cost of products sold in 1999 versus 1998
increased 35% from the first half of 1998. Excluding acquisitions, the
increase was 8% primarily due to higher volume of products sold.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
Third quarter and nine months' 1999 expenses increased 28% and 29%,
respectively, over the comparable 1998 periods. The increases were
chiefly a result of new acquisitions, corporate salaries, consulting
expense, and a $7 million second quarter 1998 credit for export-related
harbor maintenance tax refunds.
INTEREST EXPENSE
Third quarter 1999 net interest expense increased 21% over the
third quarter 1998. Average borrowings for the 1999 period increased
29% due to business acquisitions, although the effective interest rate
in the third quarter 1999 was lower by 37 basis points. The 5% decrease
in year-to-date 1999 net interest expense versus the first nine months
of 1998 was due primarily to a lower, by 50 basis points, average
effective interest rate offset somewhat by 12% higher average borrowings
in 1999. Average borrowings and net interest expense will continue at
higher levels in the fourth quarter 1999 and into 2000 because of the
additional borrowings required for the recent acquisitions and the
increased capital expenditures.
INCOME TAXES
IBP's effective income tax rate in the third quarter 1999 decreased
to 29% and was 34% through nine months, compared to 38% for the
comparable 1998 periods. The 1999 rate reduction resulted from a
settlement with the Internal Revenue Service on all audit issues related
to fiscal years 1989, 1990 and 1991. The settlement decreased 1999
income tax expense by $14 million or $0.15 per diluted share.
Management expects that its full-year 1999 effective tax rate, excluding
the audit settlement impact, will be in the 38% range.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The acquisitions of Russer Foods, H&M, Wilton Foods and the TAVI
assets required cash payments of approximately $395 million, which were
funded with available unused credit facilities. The company intends to
secure longer-term financing for some or all of the borrowings at a
later date.
-14-
Total outstanding borrowings averaged $958 million in the first
nine months of 1999 compared to $858 million in the comparable 1998
period. The higher 1999 average outstanding borrowings versus the first
nine months of 1998 were due primarily to the aforementioned 1999
acquisitions. Borrowings outstanding under committed and uncommitted
credit facilities at September 25, 1999 totaled $764 million compared to
$316 million at December 26, 1998, and available unused credit capacity
under committed facilities was $50 million.
Working capital and related liquidity ratios at September 25, 1999
have decreased compared to a year ago and last year-end, due to the
higher level of short-term borrowings. Meanwhile, consolidated
receivables and inventory turnover rates have slowed somewhat as IBP's
growing value-added operations, with their typically slower turns, have
become a more significant part of IBP's business. For IBP's Fresh Meats
business, turnover rates were in line with historical comparisons.
Year-to-date capital expenditures through September 25, 1999 totaled
$141 million compared to $123 million in the first nine months of 1998.
Significant projects with 1999 spending included various beef plant food
safety projects, several plant expansions, and completion of the
company's world headquarters complex. Approximately one half of the
1999 spending was for revenue enhancement or cost-saving projects, while
the remainder generally went toward upgrades and replacements of
existing equipment and facilities.
YEAR 2000
- ---------
The "Year 2000" problem relates to computer systems that have time
and date-sensitive programs that were designed to read years beginning
with "19," but may not properly recognize the year 2000. If a computer
system or other equipment with embedded chips or processors
(collectively, "Business Systems") used by the company or a third party
dealing with the company fails because of the inability of the system or
application to properly read the year "2000", the results could
conceivably have a material adverse effect on the company. This Year
2000 issue can arise at any point in the company's supply,
manufacturing, processing, distribution, and financial chains.
The company has an internal team responsible for assessing the
impact of Year 2000 and leading and monitoring the company's state of
readiness with respect to this issue. The planning, implementation and
primary testing phases are finished. The team has continued to do
follow-up testing and monitoring of the company's systems.
As part of the Year 2000 readiness program, significant service
providers, vendors, suppliers, customers, and governmental entities
("Key Business Partners") that are considered critical to business
operations around January 1, 2000, have been identified. Steps have
been taken to reasonably ascertain their stage of Year 2000 readiness as
it relates directly or indirectly to the company.
-15-
The possible consequences of the company or its Key Business
Partners not being fully Year 2000 compliant by January 1, 2000 include,
among other things, temporary plant closings, delays in the delivery of
products and/or receipt of supplies, invoice and collection errors and
inventory and supply obsolescence. However, the company believes that
its Year 2000 readiness program, including the contingency planning
discussed below, should significantly reduce the adverse effect any such
disruptions may have.
The company has in place a formal contingency plan to address risks
considered critical to operations. In addition, the progress of the
Year 2000 readiness program has been closely monitored and additional
measures will be taken as risks arise. Such measures may include
stockpiling critical supplies and packaging materials, securing
alternate sources of supplies or services, and other appropriate
measures.
It is currently estimated that the aggregate cost of the company's
Year 2000 efforts will be approximately $13 million, virtually all of
which has been spent or committed. The spending included approximately
$8 million for computer hardware, most of which was capitalized. The
remaining $5 million was primarily for computer software, all of which
has been expensed as incurred and funded with operating cash flows.
The company's Year 2000 readiness program is an ongoing process and
the estimates of costs and completion dates for various components of
the Year 2000 readiness program described above are subject to change.
-16-
Item 5. Other Information
- --------------------------
In connection with its Medium-Term Notes program, the company hereby
reports the following computations:
39 Weeks Ended
----------------------
Sept. 25, Sept. 26,
1999 1998
--------- ---------
Earnings before income taxes
and extraordinary item $351,547 $182,553
Total fixed charges 49,223 48,858
Capitalized interest (6,687) (5,792)
------- -------
Earnings before fixed charges,
income taxes and extraordinary
item $394,083 $225,619
======= =======
Ratio of earnings to fixed charges 8.0 4.6
=== ===
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed by the company during the
quarter ended September 25, 1999.
-17-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IBP, inc.
----------------------------
(Registrant)
November 8, 1999 /s/ Robert L. Peterson
---------------------- ----------------------------
(date) Robert L. Peterson
Chairman of the Board and
Chief Executive Officer
/s/ Larry Shipley
----------------------------
Larry Shipley
Chief Financial Officer
and President of IBP
Enterprises
/s/ Craig J. Hart
----------------------------
Craig J. Hart
Vice President
and Controller
-18-
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-25-1999
<PERIOD-END> SEP-25-1999
<CASH> 28,010
<SECURITIES> 0
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<ALLOWANCES> 11,674
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0
0
<COMMON> 4,750
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<INCOME-TAX> 119,800
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