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 13 weeks ended March 25, 2000
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 May 1, 2000, the registrant had outstanding 105,867,943 shares
of its common stock ($.05 par value).
PART I. FINANCIAL INFORMATION
IBP, inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 25, December 25,
2000 1999
--------- ------------
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 34,357 $ 33,294
Accounts receivable, less allowance for
doubtful accounts of $31,652 and $19,805 802,632 851,654
Inventories 711,598 619,977
Deferred income tax benefits and
prepaid expenses 101,253 84,930
--------- --------
TOTAL CURRENT ASSETS 1,649,840 1,589,855
Property, plant and equipment
less accumulated depreciation
of $991,927 and $960,386 1,402,851 1,362,765
Goodwill, net of accumulated
amortization of $197,188 and $189,395 1,050,203 1,054,839
Other assets 149,719 145,225
--------- ---------
$4,252,613 $4,152,684
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Notes payable to banks 757,000 447,960
Accounts payable 403,562 422,942
Deferred income taxes and other
current liabilities 442,406 562,301
--------- ---------
TOTAL CURRENT LIABILITIES 1,602,968 1,433,203
Long-term debt and capital lease
obligations 710,321 789,861
Deferred income taxes and other
liabilities 169,997 168,934
--------- ---------
TOTAL LIABILITIES 2,483,286 2,391,998
--------- ---------
REDEEMABLE STOCK 25,020 44,564
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock at par value 5,434 5,434
Additional paid-in capital 418,666 403,993
Retained earnings 1,389,074 1,374,610
Accumulated other comprehensive income (7,706) (8,600)
Treasury stock (61,161) (59,315)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 1,744,307 1,716,122
--------- ---------
$4,252,613 $4,152,684
========= =========
See accompanying notes to condensed consolidated financial statements.
IBP, inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
13 Weeks Ended
-------------------------
March 25, March 27,
2000 1999
----------- -----------
Net sales $3,882,037 $3,211,174
Cost of products sold 3,642,058 3,006,156
--------- ---------
Gross profit 239,979 205,018
Selling, general and
administrative expense 131,349 99,353
Nonrecurring merger-related expense 31,299 -
--------- ---------
EARNINGS FROM OPERATIONS 77,331 105,665
Interest expense, net 21,316 13,744
--------- ---------
Earnings before income
taxes and extraordinary item 56,015 91,921
Income tax expense 21,300 35,319
--------- ---------
Earnings before extraordinary item 34,715 56,602
Extraordinary loss on early extinguishment
of debt, less applicable taxes (15,037) -
--------- ---------
NET EARNINGS $ 19,678 $ 56,602
========= =========
Earnings per common share:
Earnings before extraordinary item $ .30 $ .58
Extraordinary item (.14) -
--------- ---------
Net earnings $ .16 $ .58
========= =========
Earnings per common share - assuming dilution:
Earnings before extraordinary item $ .30 $ .53
Extraordinary item (.14) -
--------- ---------
Net earnings $ .16 $ .53
========= =========
Dividends per share $.025 $.025
========= =========
See accompanying notes to condensed consolidated financial statements.
IBP, inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In thousands)
13 Weeks Ended
-------------------------
March 25, March 27,
2000 1999
----------- -----------
Inflows (outflows)
NET CASH FLOWS USED BY OPERATING ACTIVITIES $ (37,259) $ (35,241)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (75,663) (47,363)
Purchases of marketable securities - (19,400)
Proceeds from disposals of marketable
securities - 14,400
Other investing activities, net (8,566) 1,988
--------- ---------
Net cash flows used by
investing activities (84,229) (50,375)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term debt 309,040 63,511
Principal payments on long-term
obligations (482,738) (2,520)
Proceeds from issuance of long-term debt 295,541 -
Net change in checks in process of
clearance 33,404 33,276
Redemption of preferred stock (28,512) -
Other financing activities, net (4,250) (5,356)
--------- ---------
Net cash flows provided by
financing activities 122,485 88,911
--------- ---------
Effect of exchange rate on cash
and cash equivalents 66 332
--------- ---------
Net change in cash and cash equivalents 1,063 3,627
Cash and cash equivalents at beginning
of period 33,294 29,296
--------- ---------
Cash and cash equivalents at end of
period $ 34,357 $ 32,923
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest, net of amounts capitalized $ 20,345 $ 14,945
Income taxes, net of refunds received 10,030 30,952
Depreciation and amortization expense 33,896 27,222
Amortization of intangible assets 8,517 6,527
See accompanying notes to condensed consolidated financial statements.
IBP, inc. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Columnar amounts in thousands, except per share amounts
A. GENERAL
The condensed consolidated balance sheet of IBP, inc. and
subsidiaries ("IBP" or "the company") at December 25, 1999 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 25,
1999.
On February 7, 2000, the company completed a merger with
Corporate Brand Foods America, Inc. ("CBFA") (see Note F). The
merger has been accounted for as a pooling of interests and,
accordingly, all prior period consolidated financial statements have
been restated to include the combined results of operations,
financial position and cash flows of CBFA.
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 March 25, 2000 and
the results of its operations and its cash flows for the periods
presented herein.
Certain reclassifications have been made to prior financial
statements to conform to the current year presentation.
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:
March 25, December 25,
2000 1999
--------- ------------
Product inventories:
Raw materials $ 79,626 $ 37,846
Work in process 86,639 83,638
Finished goods 298,341 274,624
------- -------
464,606 396,108
Livestock 154,002 137,300
Supplies 92,990 86,569
------- -------
$711,598 $619,977
======= =======
D. EARNINGS PER SHARE
13 Weeks Ended
-----------------------
March 25, March 27,
2000 1999
--------- ---------
Numerator:
Earnings before extraordinary item $ 34,715 $ 56,602
Preferred stock dividends and accretion (2,566) (656)
------- -------
Available for common shares $ 32,149 $ 55,946
======= =======
Denominator:
Weighted average common shares
outstanding 106,042 96,584
Dilutive effect of employee stock plans 1,455 9,666
------- -------
Diluted average common shares
outstanding 107,497 106,250
======= =======
Basic earnings before extraordinary
item per common share $ .30 $ .58
==== ====
Diluted earnings before extraordinary
item per common share $ .30 $ .53
==== ====
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.
2000 1999
---------- ----------
Stock options excluded from
diluted EPS computation 3,484 905
Average option price per share $21.01 $25.66
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 quarters ended March 25,
2000 and March 27, 1999 was as follows:
13 Weeks Ended
------------------------
March 25, March 27,
2000 1999
--------- ---------
NET EARNINGS $19,678 $56,602
Other comprehensive income:
Foreign currency translation
adjustments 894 3,116
------ ------
COMPREHENSIVE INCOME $20,572 $59,718
====== ======
F. ACQUISITION
On February 7, 2000, the company acquired the outstanding
common stock of Corporate Brand Foods America, Inc. ("CBFA"), a
privately held processor and marketer of meat and poultry products
for the retail and foodservice markets. In the transaction, which
was accounted for as a pooling of interests, IBP issued
approximately 14.4 million common shares for all of the outstanding
common stock of CBFA. The company also assumed $344 million of
CBFA's debt and preferred stock obligations. At the acquisition
date, all of the debt obligations were refinanced (see Note G) and
the preferred stock was redeemed. The companies incurred $31
million of nonrecurring merger-related expenses, related primarily
to an increase in the valuation of CBFA's restricted redeemable
stock, a non-cash charge of $21 million, and transaction-related fees
of $8 million.
IBP had product sales to CBFA in IBP's fiscal quarters ended
March 25, 2000 and March 27, 1999, totaling $29 million and $14
million, respectively. These intercompany sales have been
eliminated in consolidation. The effects of conforming CBFA's
accounting policies to those of IBP were not material.
The company, by virtue of its acquisition of CBFA, has a
restricted stock plan for which, upon termination of employment
with the company, grantees have the right to require the company
to purchase the vested portion of shares issued under the plan at
fair market value. As a result of this mandatory redemption
feature (the "Put Features"), shares issued under the plan are
classified as redeemable stock in the accompanying consolidated
balance sheet, and the plan is accounted for as a "variable plan"
in accordance with APB Opinion #25. Since the inception of the plan,
no grantees have exercised their Put Features, and management considers
the likelihood of significant Put Features being exercised in the
future to be remote.
Prior to the merger, CBFA's fiscal year ended on the Sunday
closest to the last day of February. The following information
presents certain statement of earnings data for the separate
companies corresponding to IBP's fiscal first quarters of 2000 and
1999:
Quarter ended
-------------------------------
March 25, 2000 March 27, 1999
-------------- --------------
Net sales:
IBP, as reported $3,739,037 $3,097,652
Intercompany sales to CBFA (28,507) (14,335)
--------- ---------
Net IBP sales 3,710,530 3,083,317
CBFA 171,507 127,857
--------- ---------
$3,882,037 $3,211,174
========= =========
Net earnings (loss):
IBP $ 58,567 $ 56,898
CBFA (38,889) (296)
--------- ---------
$ 19,678 $ 56,602
========= =========
G. LONG-TERM OBLIGATIONS:
Long-term obligations are summarized as follows:
March 25, December 25,
2000 1999
--------- ------------
7.95% Senior Notes due 2010 $300,000 $ -
7.45% Senior Notes due 2007 125,000 125,000
6.125% Senior Notes due 2006 100,000 100,000
7.125% Senior Notes due 2026 100,000 100,000
6.0% Securities due 2001 50,000 50,000
CBFA long-term obligations - 306,633
Revolving credit facilities - 175,000
Present value of minimum
Capital lease obligations 25,851 26,728
Other 13,498 13,725
------- -------
714,349 897,086
Less amounts due within one year 4,028 107,225
------- -------
$710,321 $789,861
======= =======
On January 31, 2000, the company issued $300 million of 7.95%
10-year notes under its $550 million Debt Securities program
originally registered with the Securities and Exchange Commission
("SEC") in 1996. This Debt Securities program was subsequently
amended and filed with the SEC on January 27, 2000. The net
proceeds, issued at a slight discount to par, were used to reduce
IBP's revolving credit facilities, $175 million of which had been
classified as non-current at December 25, 1999. Interest is payable
semiannually.
On February 7, 2000, the company completed its merger with
CBFA and, at the same time, refinanced all of CBFA's various
existing debt obligations, using available IBP credit facilities
which were at more favorable terms. Prepayment premiums,
accelerated amortization of unamortized deferred financing costs,
and transaction expenses totaled $22 million, before applicable
income tax benefit of $7 million, and was accounted for as an
extraordinary loss in the condensed consolidated statement of
earnings.
H. CONTINGENCIES:
IBP is involved in numerous disputes incident to the ordinary
course of its business. While the impact on future financial
results is not subject to reasonable estimation because considerable
uncertainty exists, management believes that 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 future
consolidated results, 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 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. 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 in April 1999. The
11th Circuit granted IBP's request for a review of the class
certification decision, and a decision was rendered on April 20,
2000 reversing the district court decision to certify a class, on
the basis that there were inherent conflicts amongst class members
preventing the named plaintiffs from providing adequate
representation to the class. IBP expects the plaintiffs to
attempt to file pleadings seeking to certify an amended class.
In plaintiffs' expert reports filed prior to the 11th Circuit
decision reversing the class certification decision, plaintiffs
were seeking up to $3 billion in damages on behalf of the class.
Management continues to believe that the company has acted
properly and lawfully in its dealings with cattle producers.
On January 12, 2000, The United States Department of Justice,
on behalf of the Environmental Protection Agency ("EPA"), filed a
lawsuit against IBP in U. S. District Court for the District of
Nebraska, alleging violations of various environmental laws at
IBP's Dakota City facility. This action alleges, among other
things, violations of: (1) the Clean Air Act; (2) the Clean Water
Act; (3) the Resource, Conservation and Recovery Act; (4) the
Comprehensive Environmental Response Compensation and Liability
Act ("CERCLA"); and (5) the Emergency Planning and Community Right
to Know Act ("EPCRA"). The action seeks injunctive relief to
remedy alleged violations and damages of $25,000 per violation per
day for alleged violations which occurred prior to January 30,
1997, and $27,500 per violation per day for alleged violations
after that date. The Complaint alleges that some violations began
to occur as early as 1989, although the great majority of the
violations are alleged to have occurred much later, and continue
into the present. IBP believes that the company has meritorious
defenses on each of these allegations and intends to aggressively
defend these claims.
The EPA has also sent IBP an information request under the
Clean Air Act and CERCLA seeking additional information regarding
hydrogen sulfide emissions from the company's Dakota City facility.
The EPA claims it seeks information to determine whether the
emissions pose an imminent and substantial endangerment to human
health or the environment. If the EPA makes this finding, it could
trigger further action including an administrative order for
compliance concerning the facility. IBP disputes and would
vigorously contest any claim that the emissions pose any such
threat.
On February 22, 2000, a lawsuit was filed against IBP by
certain shareholders in the United States District Court for the
District of Nebraska seeking to certify a class of all persons who
purchased IBP stock between March 25, 1999 to January 12, 2000. The
complaint, seeking unspecified damages, alleges that IBP violated
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and
Rule 10b-5 there under, and claims IBP issued materially false
statements about the company's compliance with environmental laws in
order to inflate the company's stock price. Management believes it
has accurately reported the company's compliance with environmental
laws, and the company intends to vigorously contest these claims.
I. BUSINESS SEGMENTS
The company is managed and operated as two divisions, Fresh
Meats and Foodbrands America, 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 Foodbrands
America segment consists of several IBP subsidiaries, principally
Foodbrands America, Inc. ("Foodbrands"), The Bruss Company, IBP
Foods, Inc., and CBFA. The Foodbrands America group produces,
markets and distributes a variety of frozen and refrigerated
products to the "away from home" food preparation market, other food
processors and to the retail grocery market. 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.
Foodbrands America 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
----------------------
March 25, March 27,
2000 1999
--------- ---------
NET SALES
- ---------
Sales to unaffiliated customers:
Fresh Meats $3,194,437 $2,774,970
Foodbrands America 687,600 436,204
--------- ---------
$3,882,037 $3,211,174
========= =========
Intersegment sales:
Fresh Meats $ 119,593 $ 66,360
Intersegment elimination (119,593) (66,360)
--------- ---------
- -
========= =========
Net sales:
Fresh Meats $3,314,030 $2,841,330
Foodbrands America 687,600 436,204
Intersegment elimination (119,593) (66,360)
--------- ---------
$3,882,037 $3,211,174
========= =========
EARNINGS FROM OPERATIONS
- ------------------------
Fresh Meats $ 103,336 $ 84,991
Foodbrands America (26,005) 20,674
--------- ---------
Total earnings from operations 77,331 105,665
Net interest expense (21,316) (13,744)
--------- ---------
Pre-tax earnings $ 56,015 $ 91,921
========= =========
NET SALES BY LOCATION
OF CUSTOMERS
- ---------------------
United States $3,282,553 $2,730,212
Japan 244,174 201,435
Canada 130,771 108,203
Korea 75,809 42,581
Mexico 54,079 40,730
Other foreign countries 94,651 88,013
--------- ---------
$3,882,037 $3,211,174
========= =========
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
This quarterly report on Form 10-Q contains forward-looking
statements which reflect management's current view with respect
to future events and financial performance. 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.
ACQUISITION
-----------
On February 7, 2000, the company acquired the outstanding
common stock of Corporate Brand Foods America, Inc. ("CBFA"), a
privately held processor and marketer of meat and poultry products
for the retail and foodservice markets. In the transaction, which
was accounted for as a pooling of interests, IBP issued approximately
14.4 million common shares for all of the outstanding common stock of
CBFA. The company also assumed $344 million of CBFA's debt and
preferred stock obligations. At the acquisition date, all of the debt
obligations were refinanced (see Note G) and the preferred stock was
redeemed. The companies incurred $31 million of nonrecurring merger-
related expenses, related primarily to an increase in the valuation of
CBFA's restricted redeemable stock, a non-cash charge of $21 million,
and transaction-related fees of $8 million.
RESULTS OF OPERATIONS
- ---------------------
Fresh Meats' operating earnings improved to 3.2% of net sales
in the first quarter 2000 versus 3.1% in the first quarter 1999.
Beef operations continued their strong pace from 1999 as demand
was excellent and capacity utilization improved. Meanwhile, the
pork performance in the first quarter 2000 was better than in any
first quarter in any year other than 1999. The first quarter 1999
results included a receivables write-down of $4 million or net
$.03 per diluted share related to a customer in bankruptcy
proceedings.
In the Foodbrands America segment, operating earnings in 2000
were reduced by two unusual items. The most significant item was
$31 million in pre-tax, nonrecurring CBFA merger-related expense,
which consisted of $21 million in increased valuation of CBFA's
restricted redeemable stock and $10 million in professional fees
and other expenses. The second unusual item was an $11 million
pre-tax bad debt provision increase due to a customer's
bankruptcy. Additionally, the IBP Foods, Inc. operation,
consisting of former Thorn Apple Valley, Inc. facilities purchased
in the third quarter 1999, lost $11 million in the first quarter
2000. Excluding the unusual items and the IBP Foods, Inc. loss,
the Foodbrands America segment earned $27 million from operations
compared to $21 million in the first quarter 1999, primarily due
to new acquisitions and stronger foodservice performance.
The latest estimates by the U.S. Department of Agriculture
("USDA") and industry analysts predict that beef production in
2000 will be close to 1999 levels and higher than earlier
expected. Thus, it appears that live cattle supplies will be
abundant for most of this year. The USDA also forecasted pork
production for 2000 to be down 2% to 3% from 1999.
COMPARATIVE SEGMENT RESULTS
---------------------------
13 Weeks Ended
-----------------------
March 25, March 27,
2000 1999 % Change
--------- --------- --------
(in thousands)
Net Sales:
Fresh Meats $3,194,437 $2,774,970 +15%
Foodbrands America 687,600 436,204 +58%
--------- ---------
$3,882,037 $3,211,174 +21%
========= =========
Earnings from Operations:
Fresh Meats $ 103,336 $ 84,991 +22%
Foodbrands America (26,005) 20,674 n/a
--------- ---------
$ 77,331 $ 105,665 -27%
========= =========
SALES
The 15% increase in Fresh Meats' net sales was due primarily
to higher average selling prices of beef and pork and a slight
increase in total pounds of beef and pork products sold. The
higher selling prices were reflective of continued strong demand
for red meat in the United States and international markets.
The 58% increase in Foodbrands America's net sales was due in
large part to acquisitions in 1999 subsequent to the first
quarter. The 1999 additions (Russer Foods and H&M Foods in the
second quarter, IBP Foods and Wilton Foods in the third quarter
and Wright Brand Foods, Inc. (by CBFA) in the fourth quarter)
increased net sales by almost $200 million. Excluding the effect
of acquisitions, existing operations' net sales increased 13% on
higher sales volume and price increases.
Net export sales increased 25% in the first quarter 2000 from
the year earlier despite an increase in pounds sold of only 2%
from the prior year. The 25% net sales increase resulted from
both pricing and product mix factors. As the Far East has
continued to recover from the economic difficulties of the recent
past, the product mix sold to the region has shifted more toward
higher-end products. Net sales into Asia, which accounted for 75%
of total exports, increased 32% in the first quarter 2000 from the
prior year. Sales into Mexico also improved 33% on a volume
increase of 31%. Net export sales accounted for 13% of total net
sales in the first quarter of 2000 versus 12% in the same 1999
period.
COST OF PRODUCTS SOLD
In the Fresh Meats segment, the cost of products sold in the
first quarter 2000 increased 6% from the first quarter 1999.
Higher average live cattle and hog prices and increased beef
volume were the principal reasons for the higher 2000 costs.
Plant costs also increased due in large part to higher labor
costs.
Foodbrands America's first quarter 2000 cost of products sold
increased 66% from the first quarter 1999. Excluding the effect
of acquisitions, higher costs resulted from increased volume of
products sold and higher raw material costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
First quarter 2000 expense increased 32% over the first
quarter 1999. Higher bad debt expense, the effect of
acquisitions, higher volume-related selling expense and increased
personnel-related expenses were the principal reasons for the
increase.
INTEREST EXPENSE
The 55% increase in 2000 net interest expense versus the
first quarter 1999 was due primarily to an increase in average
borrowings in 2000. The higher 2000 average outstanding borrowings
versus the first quarter 1999 reflected approximately $500 million
of cash spent on acquisitions in 1999 subsequent to the first
quarter.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Total outstanding borrowings averaged $1,410 million in the
first three months of 2000 compared to $949 million in the
comparable 1999 period. Borrowings outstanding under committed and
uncommitted credit facilities at March 25, 2000 totaled $757
million compared to $623 million (excluding CBFA) at December 25,
1999, and available unused credit capacity under committed
facilities at March 25, 2000 was $115 million.
On January 31, 2000, the company issued $300 million of 7.95%
10-year notes under its $550 million Debt Securities program
originally registered with the Securities and Exchange Commission
("SEC") in 1996. This Debt Securities program was subsequently
amended and filed with the SEC on January 27, 2000. The net
proceeds, issued at a slight discount to par, were used to reduce
IBP's revolving credit facilities, $175 million of which had been
classified as non-current at December 25, 1999. Interest is
payable semiannually.
In January 2000, the company put in place $300 million of
additional revolving credit capacity via a 364-day facility with
two major financial institutions. Credit terms were similar to
those in existing credit facilities. Meanwhile, IBP's $100
million Promissory Note expired in February 2000, which left the
company with $800 million total borrowing capacity under committed
facilities.
On February 7, 2000, the company completed its merger with
CBFA and, at the same time, refinanced substantially all of CBFA's
various existing debt obligations, using available IBP credit
facilities that were at more favorable terms.
Year-to-date capital expenditures through March 25, 2000
totaled $76 million compared to $47 million in the first three
months of 1999. Major projects included renovations of the
Norfolk, Nebraska, beef processing plant, case-ready and other
value-added product projects, and development of forward
warehouses for product distribution. Approximately 75% of the
2000 spending was for revenue enhancement or cost-saving projects,
while the remainder went toward upgrades and replacements of
existing equipment and facilities.
PART II. OTHER INFORMATION
Item 5. Other Information
- --------------------------
In connection with its Medium-Term Notes program, the company
hereby reports the following computations:
13 Weeks Ended
------------------------
March 25, March 27,
2000 1999
--------- ---------
Earnings before income taxes
and extraordinary item $ 56,015 $ 91,921
Total fixed charges 29,500 19,235
Capitalized interest (1,126) (2,197)
------- -------
Earnings before fixed charges,
income taxes and extraordinary
item $ 84,389 $108,959
======= =======
Ratio of earnings to fixed charges 2.9 5.7
=== ===
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 March 25, 2000.
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)
May 9, 2000 /s/ Robert L. Peterson
- ------------------------ ---------------------------
(date) Robert L. Peterson
Chairman of the Board and
Chief Executive Officer
/s/ Larry Shipley
---------------------------
Larry Shipley
Chief Financial Officer
/s/ Craig J. Hart
---------------------------
Craig J. Hart
Vice President
and Controller
19
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