UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
COMMISSION FILE NUMBER 0-17060
WLR FOODS, INC.
(Exact name of Registrant as specified in its charter)
Virginia 54-1295923
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
P.O. Box 7000
Broadway, Virginia 22815
(Address including Zip Code of Registrant's
principal executive offices)
(703) 896-7001
(Registrant's telephone number, including area code)
Indicate by cross mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes (X) No ()
The number of shares outstanding of Registrant's Common Stock, no par
value, at February 6, 1995 was 12,202,355 shares.
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Thirteen Weeks Ended
(unaudited)
Dollars in thousands, except per share December 31, 1994 January 1, 1994
data ----------------- ---------------
Net sales $247,840 $182,315
Cost of sales 210,840 159,419
------- -------
Gross profit 37,000 22,896
Selling, general and administrative
expenses 23,814 14,995
------- -------
Operating income 13,186 7,901
Other expense:
Interest expense 1,623 1,245
Miscellaneous expense (income) 509 (75)
------- -------
Other expense 2,132 1,170
------- -------
Earnings before income taxes and
minority interest 11,054 6,731
Income tax expense 4,256 2,591
Minority interest in net earnings of
consolidated subsidiary 13 7
------- -------
NET EARNINGS $6,785 $4,133
======= =======
NET EARNINGS PER COMMON SHARE $0.56 $0.37
AVERAGE COMMON SHARES OUTSTANDING 12,199,932 10,962,799
DIVIDENDS DECLARED PER COMMON SHARE $0.08 $0.08
See accompanying Notes to Consolidated
Financial Statements.
<PAGE> 2
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Twenty-Six Weeks Ended
(unaudited)
Dollars in thousands, except per share December 31, 1994 January 1, 1994
data ----------------- ---------------
Net sales $458,125 $361,343
Cost of sales 389,016 315,810
------- -------
Gross profit 69,109 45,533
Selling, general and administrative
expenses 44,100 30,339
------- -------
Operating income 25,009 15,194
Other expense:
Interest expense 2,953 2,503
Miscellaneous expense (income) 397 (219)
------- -------
Other expense 3,350 2,284
------- -------
Earnings before income taxes and
minority interest 21,659 12,910
Income tax expense 8,339 4,970
Minority interest in net earnings of
consolidated subsidiary 27 23
------- -------
NET EARNINGS $13,293 $7,917
======= =======
NET EARNINGS PER COMMON SHARE $1.12 $0.72
AVERAGE COMMON SHARES OUTSTANDING 11,820,315 10,959,496
DIVIDENDS DECLARED PER COMMON SHARE $0.16 $0.16
See accompanying Notes to Consolidated Financial
Statements.
<PAGE> 3
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Dollars in thousands
(unaudited)
ASSETS December 31, 1994 July 2, 1994
----------------- ------------
Current Assets
Cash and cash equivalents $894 $771
Accounts receivable, less allowance for
doubtful accounts of $463 and $360. 56,680 52,305
Inventories (Note 2) 113,681 83,047
Other current assets 4,694 2,270
------- -------
Total current assets 175,949 138,393
Investments 2,513 954
Property, plant and equipment, net 170,210 139,854
Other assets 4,487 3,850
------- -------
TOTAL ASSETS $353,159 $283,051
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable to banks $5,000 $9,400
Current maturities of long-term debt
(Note 4) 9,972 6,275
Excess checks over bank balances 7,573 8,511
Trade accounts payable 28,232 20,937
Accrued expenses 15,515 16,103
Deferred income taxes 9,694 6,297
Other current liabilities 976 881
------- -------
Total current liabilities 76,962 68,404
Long-term debt, excluding current
maturities (Note 4) 66,628 46,368
Deferred income taxes 9,813 9,813
Minority interest in consolidated
subsidiary 503 475
Other liabilities and deferred credits 3,144 1,834
------- -------
Total liabilities 157,050 126,894
Common stock subject to repurchase (Note 5) 17,750 -
Shareholders' equity :
Common stock, no par value. Authorized
100,000,000 shares;issued and
outstanding 12,201,579 and 11,009,328
shares. 72,277 61,416
Additional paid-in capital 3,253 3,253
Retained earnings 102,829 91,488
------- -------
Total shareholders' equity 178,359 156,157
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $353,159 $283,051
======= =======
See accompanying Notes to Consolidated Financial Statements.
<PAGE> 4
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) Twenty-Six Weeks Ended
Dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES: December 31, 1994 January 1, 1994
----------------- ---------------
Net earnings $13,293 $7,917
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 12,006 10,510
Gain on sale of property, plant and
equipment (32) (27)
Deferred income taxes 3,397 9,149
Other, net 454 449
Change in operating assets and liabilities:
(net of acquired assets)
Decrease in accounts receivable 10,386 3,162
Increase in inventories (2,262) (1,328)
Increase in other current assets (2,398) (7,105)
Increase (decrease) in accounts payable (2,464) 139
Decrease in accrued expenses and other (2,105) (5,520)
------- ------
Net Cash Provided by Operating Activities 30,275 17,346
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (7,072) (8,106)
Net cash used in acquisition, (including
costs) (40,130) -
Proceeds from sales of property, plant and
equipment 84 45
Investments in other assets 57 (38)
Minority interest in net earnings of
consolidated subsidiary 28 22
------ ------
Net Cash Used in Investing Activities (47,033) (8,077)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (1,135) (461)
Proceeds from long-term debt 25,000 -
Notes payable to banks (net of principal
payments) (4,400) (4,600)
Decrease in checks drawn not presented (938) (2,904)
Issuance of common stock 211 235
Dividends paid (1,857) (1,754)
------ ------
Net Cash Provided by (Used in) Financing
Activities 16,881 (9,484)
------ ------
Increase (Decrease) in Cash and Cash
Equivalents 123 (215)
Cash and Cash Equivalents at Beginning of
Fiscal Year 771 680
------ ------
Cash and Cash Equivalents at End of Period $894 $465
====== ======
<PAGE> 5
Supplemental cash flow information:
Cash paid for:
Interest $2,702 $2,387
Income taxes 7,119 2,131
The Company considers all highly liquid investments of maturity of 3 months
or less at purchase to be cash equivalents.
Non cash transactions:
The Company issued 1,183,333 shares of common stock valued at $28,400,000,
in addition to $1,030,267 for professional fees in the acquisition of Cuddy
Farms, Inc. USA Foods Division on August 29, 1994. (Notes 3 and 5)
See accompanying Notes to Consolidated Financial Statements.
<PAGE> 6
Notes to Consolidated Financial Statements
WLR Foods, Inc. and Subsidiaries
1. Accounting Policies
The consolidated financial statements presented herein, include the
accounts of WLR Foods, Inc. and its wholly-owned and majority-owned
subsidiaries. All material balances have been eliminated in
consolidation. The consolidated balance sheet as of December 31, 1994,
the consolidated statements of earnings for the thirteen week and
twenty-six week periods ended December 31, 1994 and January 1, 1994,
and the consolidated statements of cash flows for the twenty-six
weeks ended December 31, 1994 and January 1, 1994 are unaudited. In
the opinion of management, all adjustments necessary for fair
presentation of such consolidated financial statements have been
included. Such adjustments consisted only of normal recurring accruals
and the use of estimates. Interim results are not necessarily
indicative of results for the entire fiscal year.
The consolidated financial statements and notes are presented as
permitted by Form 10-Q and do not contain certain information included
in the Company's annual consolidated financial statements and notes.
The Company's unaudited interim consolidated financial statements
should be read in conjunction with the consolidated financial
statements included in the Annual Report to Shareholders for the
fiscal year ended July 2, 1994. In both, the accounting policies and
principles used are consistent in all material respects. Certain
fiscal 1994 amounts have been reclassified to conform with fiscal 1995
presentations.
2. Inventories
A summary of inventories at December 31, 1994 and July 2, 1994
follows:
(unaudited)
Dollars in thousands December 31, 1994 July 2, 1994
Live poultry and breeder flocks $53,302 $39,719
Processed poultry and meat products 33,858 22,969
Packaging supplies, parts and other 17,980 11,824
Feed, grain and eggs 8,541 8,535
-------- --------
Total inventories $113,681 $83,047
======== ========
3. Acquisition of Cuddy Farms, Inc. -USA Foods Division
On August 29, 1994, the Company acquired the turkey processing and
production assets of Cuddy Farms, Inc. for $43 million in cash and
1,183,333 shares of common stock valued at $28.4 million. The
acquisition was accounted for as a purchase, and, accordingly all
acquired accounts and transactions of Cuddy Foods are included in the
<PAGE> 7
Company's consolidated financial statements subsequent to the
acquisition. The transaction was recorded at fair market values of
assets acquired and liabilities assumed as follows:
Dollars in thousands (Unaudited)
Accounts receivable $14,758
Inventories 28,372
Other current assets 30
Property, plant and equipment, net 35,343
Other assets 2,611
-------
Total assets acquired 81,114
Cash paid (including costs) (44,030)
Issuance of common stock (28,400)
Due from seller for post closing
audit adjustments 3,900
-------
Total operating liabilities assumed $12,584
=======
The following table shows the pro forma results of the Company, as if
Cuddy Farms, Inc. Food Division had been acquired at the beginning of
the respective fiscal periods presented. This information is presented
only for comparative purposes and is not indicative of the results
which may have occurred if the transaction had been consummated at the
beginning of the periods presented.
(Unaudited) Pro forma
Dollars in thousands, Twenty-Six Weeks Ended
except earnings per share December 31, 1994 January 1, 1994
----------------- ---------------
Net sales $496,548 $459,064
Net earnings $11,933 $7,757
Net earnings per common share $1.01 $0.71
4. $25 million long-term debt facility
The Company took down the $25 million variable rate term debt on
August 29, 1994 to fund the acquisition mentioned above. The note is
priced based on LIBOR plus 1.0% with repricing the first of each
month. Monthly principle payments of $308,641 are due along with
the interest payment, with the final payment in 2001.
5. Common stock subject to repurchase
The common stock subject to repurchase arises because Cuddy Farms,
Inc., WLR Foods, Inc. and Cuddy's lenders entered into an agreement
that expires in August, 1998 wherein WLR Foods could be required to
purchase the shares held by Cuddy for $17,750,000 in cash, if Cuddy
has a payment default under its credit facilities. The account
on the balance sheet reflects the potential liability under the
agreement.
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
General
WLR Foods, Inc.(the Company) is a fully-integrated poultry
production, processing and marketing business with operations in
Virginia, West Virginia, Pennsylvania and North Carolina.
On February 3, 1995 the Company paid an $0.08 per common share
dividend, to shareholders of record on January 13, 1995.
In December, the United States District Court for the Western
District of Virginia issued its final favorable ruling on the Tyson
Foods challenge to the validity of the Virginia laws and of the
actions taken by WLR Foods to protect its shareholders' interests. In
January 1995, Tyson Foods initiated an appeal of this decision to the
United States Court of Appeals for the Fourth Circuit. These actions
follow Tyson's unsuccessful attempt to acquire the Company through an
unsolicited $30 per share tender offer which was rejected by
shareholders in 1994. The Company incurred expenses of $1.0 million in
fiscal 1995 including $0.4 million in the second quarter defending the
hostile takeover. These costs will be negligible in the future unless
further action is initiated.
The table of Changes in Results of Operations shows dollars and
percentage changes in the components of operating results for the
thirteen weeks and twenty-six weeks compared to the corresponding
periods in fiscal 1994.
<PAGE> 9
<TABLE>
Thirteen Weeks Ended Twenty six Weeks Ended
Changes In Results of Operations 12/31/1994 vs. 1/1/1994 12/31/1994 vs. 1/1/1994
<CAPTION>
$ Increase % $ Increase %
In millions except per share data (Decrease) Change (Decrease) Change
<S> <C> <C> <C> <C>
Net sales $65.5 35.9% $96.8 26.8%
Cost of sales 51.4 32.3 73.2 23.2
---- ---- ---- ----
Gross profit 14.1 61.6 23.6 51.8
Selling, general and administrative
expenses 8.8 58.8 13.8 45.4
---- ---- ---- ----
Operating profit 5.3 66.9 9.8 64.6
Interest expense 0.4 30.4 0.5 18.0
Other expense, net 0.6 - 0.6 -
---- ---- ---- ----
Earnings before income taxes
and minority interest 4.3 64.2 8.7 67.8
Income tax expense and minority interest 1.6 64.3 3.4 67.6
---- ---- ---- ----
Net earnings $2.7 64.2% $5.3 67.5%
==== ==== ==== ====
Net earnings per common share $0.19 51.4% $0.40 55.6%
</TABLE>
For the periods indicated this table sets forth selected information from the
Company's Consolidated Statements of Earnings expressed as a percentage of
sales.
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty six Weeks Ended
12/31/1994 vs. 1/1/1994 12/31/1994 vs. 1/1/1994
Operations as a Percentage of Net Sales
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 85.1 87.4 84.9 87.4
---- ---- ---- ----
Gross profit 14.9 12.6 15.1 12.6
Selling, general and administrative
expenses 9.6 8.2 9.6 8.4
---- ---- ---- ----
Operating profit 5.3 4.4 5.5 4.2
Interest expense 0.7 0.7 0.7 0.7
Other expense, net 0.2 - 0.1 (0.1)
---- ---- ---- ----
Earnings before income taxes
and minority interest 4.4 3.7 4.7 3.6
Income tax expense and minority interest 1.7 1.4 1.8 1.4
---- ---- ---- ----
Net earnings 2.7% 2.3% 2.9% 2.2%
==== ==== ==== ====
</TABLE>
<PAGE> 10
Results of Operations
Net sales increased $65.5 million or 35.9%, to $247.8 million for
the thirteen weeks ended December 31, 1994, compared to $182.3 million
for the same period ended January 1, 1994. The increase was a result
of a 23.2% increase in total pounds sold. Chicken pounds sold were up
2.6%, while turkey sales pounds were up 48.7% over the same period
last year including a 36% increase generated by the acquisition of the
USA Food Division of Cuddy Farms, Inc. Although average quoted
commodity prices for whole chickens were down 7.5%, the average
realized selling price for chicken products more than offset this
decrease. Average quoted commodity prices for turkey were unchanged
from the same period last year. For the twenty-six week period ended
December 31, 1994, sales were up $96.8 million, to $458.1 million, a
26.8% increase over net sales for same period last year while total
pounds sold increased 17.2%. The increase is reflective of a 4.2%
growth in chicken pounds sold and a 34.0% rise in turkey pounds sold.
The significant rise in turkey volume is largely the result of the
August 29, 1994 acquisition of the North Carolina operation. Average
quoted commodity prices for chickens were down 5.5% for the twenty six
week period, while average realized prices per pound more than offset
the lower prices. Chicken sales realized prices reflect improved
export demand for darkmeat products and a strengthened customer base
over last year. The average quoted commodity turkey prices were up
1.3% on a year-to-date comparison with the same period last year.
Cost of sales for the thirteen weeks ended December 31, 1994
increased $51.4 million or 32.3% over the same period last year, to
$210.8 million. The increase was the result of higher volumes sold,
somewhat offset by an 11% decrease in feed costs. Although feed costs
have moderated as a result of the record corn and soybean harvests,
prices for corn have moved somewhat higher from the harvest period low
in November. Soybean meal prices continued to move slightly lower
through the quarter. Other improvements in efficiency in operations
reduced cost of sales for the period. For the twenty-six weeks ended
December 31, 1994, cost of sales increased $73.2 million or 23.2% over
the same period of fiscal 1994. This increase is the result of
increased volumes sold offset by a 7% decrease in feed costs.
At the present time, the Company has forward priced approximately
45% of its soybean meal needs through March 1995. As of early
February, the current delivered spot market was approximately 5% lower
than the forward purchases. The effect of the forward purchase
commitment at prices in excess of the early February 1995 spot market
<PAGE> 11
are not material to the Company's gross margin. The Company does not
have any corn forward purchased.
Disease in birds is a risk when raising poultry, but the Company
uses strict biosecurity measures throughout its operations to minimize
the risk. Currently, management is not aware of any serious poultry
disease out-breaks in the areas where the Company grows poultry.
On a period-to-period comparison, for the thirteen weeks, gross
profit increased $14.1 million to $37.0 million. The gross profit
margin improved from 12.6% a year ago, to 14.9% for the thirteen week
period just ended. For the twenty-six week period ended December 31,
1994, gross profit increased to $69.1 million, up $23.6 million from
the same period last year. The Company's operations continue to
improve as added efficiencies are achieved in the processing plants.
Management continues to take advantage of cost improvement
opportunities and ways to improve the quality of products produced.
Selling, general and administrative expenses rose $8.8 million to
$23.8 million for the thirteen weeks ended December 31, 1994. Higher
volumes and inclusion of the North Carolina operations are the main
factors contributing to the dollar increase. Selling and advertising
expenses rose $4.2 million due to the increase in sales volumes.
Delivery costs rose $2.9 million due to higher volumes sold. Both
selling and delivery expenses are generally higher for further
processed and food service sales. These higher expenses are offset by
higher gross margins for these products. General and administrative
costs were up $1.7 million, largely the result of higher bonuses
generated by higher profits and the North Carolina operation.
The Company incurred $0.4 million of expense for services for the defense
of the aborted hostile takeover attempt. Management does not anticipate
significant additional charges related to the takeover attempt unless Tyson
intensifies its efforts. Selling, general and administrative costs as a
percentage of sales are 9.6% for the thirteen weeks ended December 31, 1994
compared to 8.2% for the comparable period of fiscal 1994.
For the twenty-six weeks ended December 31, 1994, selling,
general and administrative costs increased $13.8 million over the same
period last year to $44.1 million. The increase is for the most part
because of the North Carolina acquisition and an increase in pounds
sold. Selling and advertising expenses increased $6.2 million and
delivery costs were up $4.8 million due to higher volumes sold.
General and administrative costs were up $2.8 million, including $0.7
million due to the North Carolina operation, and $1.0 million in
defense costs. The balance of general and administrative cost
increases are for bonuses based on profitability. For the twenty-six
weeks ended December 31, 1994, selling, general and administrative
costs as a percentage of sales are 9.6% compared to 8.4% for the same
period last year. Excluding defense costs the selling, general and
administrative costs as a percentage of sales would have been 9.4%
compared to 8.4% for the comparable period last year.
Operating income increased $5.3 million for the thirteen week
period, or 66.9%, the result of a higher gross margin, offset somewhat
by higher selling, general and administrative expenses. The North
<PAGE> 12
Carolina operations contributed to profits as expected. For the
twenty-six weeks, the operating profit increased $9.8 million or
64.6%. Operating margins were 5.3% and 5.5%, respectively for the
thirteen weeks and twenty-six weeks of fiscal 1995 compared to 4.4%
and 4.2% for the same periods last year.
Interest expense is up $0.4 million to $1.6 million for the
thirteen weeks ended December 31, 1994. Interest expense for the
twenty-six weeks increased to $3.0 million, up $0.5 million over the
same period last year. Higher interest rates and additional funds
borrowed for the acquisition of the North Carolina operation
contributed to the increase. Management expects the interest expense
to increase in the second half of the fiscal year due to higher short-
term interest rates. The Company incurred an expense of $0.6 million
for certain bad debts written off in the thirteen week period ended
December 31, 1994.
Earnings before taxes and minority interest are up $4.3 million
over the same period last year. Year-to-date earnings before taxes and
minority interest are up $8.7 million as a result of the higher
operating margin.
Income tax expense is up $1.6 million and $3.4 million for the
thirteen and twenty-six weeks, respectively. The effective tax rate is
38.5% for all periods presented.
Net income rose $2.7 million or 64.2% to $6.8 million and $5.3
million or 67.5% for the thirteen and twenty-six weeks respectively.
Earnings per share were up $0.19 or 51.4% for the thirteen weeks, and
up $0.40 per share for the twenty-six weeks ended December 31, 1994.
Financial Condition
The Company closed the second quarter of fiscal 1995 with a
strong balance sheet. Working capital grew to $99.0 million, while the
current ratio was 2.3 to 1. Total assets were to $353.2 million. Total
debt was $99.4 million including the common stock the Company could be
required to redeem. Total debt to total capitalization was 35.8% as of
December 31, 1994. The Company's total equity was $178.4 million while
book value per share increased to $16.07, including the dollars and
shares related to the common stock subject to repurchase. The common
stock subject to repurchase is handled as debt or equity under certain
debt and equity calculations as noted above.
Capital Resources
Management expects the $35 million revolving line of credit
currently in place will be adequate until its renewal March 31, 1995.
As of December 31, 1994, the amount available to borrow was $30.0
million. Management is evaluating proposals from potential lenders to
expand the line of credit to provide for added working capital
flexibility in the future. Rates and terms are expected to be better
than the existing agreement.
<PAGE> 13
Capital spending for fiscal 1995 is projected at $23 million with
an additional $3.7 million of lease financing. The leases are
operating leases. The depreciation and amortization expense projection
remains at $24.5 million which includes $3.5 million at the North
Carolina operation. Capital spending of approximately $8.0 million at
the North Carolina operation is planned, with part of the spending to
be incurred in the second half of calendar year 1995.
Capital spending to-date for fiscal 1995 is $7.1 million. Of the
$7.1 million spent, $0.6 million was for the completion of the Cassco
refrigerated warehouse project and $0.9 million in the North Carolina
operation. The remaining $5.6 million was spent on normal replacements
and enhancements of the Company's facilities and equipment.
Depreciation expense is $12 million for the twenty-six weeks ended
December 31, 1994. Management expects operations to generate cash to
meet debt retirement obligations and capital needs in the future.
For the remainder of fiscal 1995, management's outlook includes
ample supplies of grain at prices lower than last year, and
anticipated improvement in operations as the Company takes advantage
of cost saving opportunities. Centralizing the selling and marketing
functions will further enhance operations.
<PAGE> 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On December 6, 1994, the United States District Court for the
Western District of Virginia issued its final Order in the Company's
pending litigation with Tyson Foods, Inc. (Tyson), affirming the
Court's earlier preliminary rulings and making other rulings.
Reference is made to the Company's Form 14D-9 filed with the
Securities and Exchange Commission on April 21, 1994, and amendments
thereto, and Form 8-K filed on August 11, 1994. Among the rulings,
the Court reaffirmed that Virginia's Affiliated Transactions Statute
and Control Share Acquisitions Statute are constitutional under the
United States Constitution, that the Company's Shareholder Protection
Rights Plan and certain severance agreements are valid, and that
certain actions taken by the Company's Board of Directors were valid
and proper, and that the Company's Directors properly discharged their
fiduciary duties. Tyson has noted its appeal of the rulings to the
United States Court of Appeals for the Fourth Circuit.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Form 8-K
Reporting Date August 29, 1994. Item Reported - Item
2, Acquisition of Assets, and Item 7, Financial Statements. WLR
Foods, Inc. amended its previously filed Form 8-K reporting the
acquisition of the Food Division of Cuddy Farms, Inc., to report the
adjustment to the purchase price and to provide the required financial
statements.
<PAGE> 15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report is signed this 14th day of February, 1995, by the
Registrant's principal financial officer who is also authorized by the
Registrant to sign on its behalf.
WLR FOODS, INC.
_____/s/ Delbert L. Seitz________
Delbert L. Seitz, Chief Financial
Officer and duly authorized
signator for Registrant
27802
<PAGE> 16
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
<PAGE> 17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-01-1995
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1.0
<CASH> 894
<SECURITIES> 0
<RECEIVABLES> 56,680
<ALLOWANCES> 463
<INVENTORY> 113,681
<CURRENT-ASSETS> 175,949
<PP&E> 310,379
<DEPRECIATION> 140,168
<TOTAL-ASSETS> 353,159
<CURRENT-LIABILITIES> 76,962
<BONDS> 76,600
<COMMON> 90,027
0
0
<OTHER-SE> 106,082
<TOTAL-LIABILITY-AND-EQUITY> 353,159
<SALES> 247,840
<TOTAL-REVENUES> 247,840
<CGS> 210,840
<TOTAL-COSTS> 210,840
<OTHER-EXPENSES> 23,814
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,623
<INCOME-PRETAX> 11,041
<INCOME-TAX> 4,256
<INCOME-CONTINUING> 6,785
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,785
<EPS-PRIMARY> .56
<EPS-DILUTED> .56
</TABLE>
