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 EXCHANGE ACT OF 1934
For the quarterly period ended December 27, 1997
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)
(540) 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, 1998 was 16,319,132 shares.
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
(unaudited) Thirteen weeks ended
In thousands, except per share data DECEMBER 27, DECEMBER 28,
1997 1996
<S> <C> <C>
Net sales $251,357 $264,424
Cost of sales 234,042 246,307
------- -------
Gross profit 17,315 18,117
Selling, general and administrative expenses 24,587 24,342
------- -------
Operating loss (7,272) (6,225)
Other expense:
Interest expense 4,946 3,029
Miscellaneous expense (income) 97 (818)
------- -------
Other expense 5,043 2,211
------- -------
Loss before income taxes and minority interest (12,315) (8,436)
Income tax benefit (4,433) (3,081)
Minority interest in net earnings of consolidated
subsidiary -- 13
------- -------
NET LOSS ($7,882) ($5,368)
======= =======
BASIC AND DILUTED LOSS PER COMMON SHARE (NOTE 6) ($0.48) ($0.30)
AVERAGE COMMON SHARES OUTSTANDING 16,298 17,927
CASH DIVIDENDS DECLARED PER COMMON SHARE -- $0.12
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
2
<PAGE>
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
(unaudited) Twenty-six weeks ended
In thousands, except per share data DECEMBER 27, DECEMBER 28,
1997 1996
<S> <C> <C>
Net sales $502,908 $536,559
Cost of sales 463,364 504,821
------- -------
Gross profit 39,544 31,738
Selling, general and administrative expenses 49,856 47,584
------- -------
Operating loss (10,312) (15,846)
Other expense:
Interest expense 9,313 6,109
Miscellaneous income (456) (793)
------- -------
Other expense 8,857 5,316
------- -------
Loss before income taxes and minority interest (19,169) (21,162)
Income tax benefit (6,901) (7,725)
Minority interest in net earnings of consolidated
subsidiary 66 26
------- -------
NET LOSS ($12,334) ($13,463)
======= =======
BASIC AND DILUTED LOSS PER COMMON SHARE (Note 6) ($0.76) ($0.75)
AVERAGE COMMON SHARES OUTSTANDING 16,270 17,906
CASH DIVIDENDS DECLARED PER COMMON SHARE (Note 5) -- $0.12
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
3
<PAGE>
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
Dollars in thousands
December 27, June 28,
1997 1997
(unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $5,528 $283
Accounts receivable, less allowance for
doubtful accounts of $1,487 and $1,550. 64,063 72,462
Inventories (Note 2) 135,456 165,551
Income taxes receivable -- 4,567
Other current assets 2,943 2,301
------- -------
Total current assets 207,990 245,164
Property, plant and equipment, net 155,523 159,426
Deferred income taxes 13,116 4,996
Other assets 8,076 7,142
------- -------
TOTAL ASSETS $384,705 $416,728
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable to banks -- $4,031
Current maturities of long-term debt 195,181 186,391
Excess checks over bank balances -- 12,118
Trade accounts payable 31,274 35,005
Accrued expenses 23,501 26,657
Deferred income taxes 11,997 12,359
------- -------
Total current liabilities 261,953 276,561
Long-term debt, excluding current maturities 4,456 5,040
Minority interest in consolidated subsidiary -- 592
Other liabilities and deferred credits 3,612 3,539
Common stock subject to repurchase -- 4,438
Shareholders' equity :
Common stock, no par value. 65,624 64,206
Additional paid-in capital 2,974 2,974
Retained earnings 46,086 59,378
------- -------
Total shareholders' equity 114,684 126,558
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $384,705 $416,728
======= =======
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
4
<PAGE>
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
(unaudited) twenty-six weeks ended
Dollars in thousands December 27, December 28,
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($12,334) ($13,463)
Adjustments to reconcile net loss to
net cash provided by (used in) operating activities:
Depreciation and amortization 13,190 14,289
(Gain) loss on sale of property, plant and equipment (59) 6
Deferred income taxes (8,482) (2,344)
Other, net (72) 965
Change in operating assets and liabilities:
Decrease in accounts receivable 8,399 307
Decrease in inventories 30,095 35,475
Decrease in other current assets 3,925 6,499
(Decrease)Increase in accounts payable (3,731) 3,546
Decrease in accrued expenses and other (3,083) (1,801)
------- -------
Net Cash Provided by Operating Activities 27,848 43,479
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (10,756) (4,583)
Proceeds from sales of property, plant and equipment 1,528 97
Investments in other assets (1,454) (237)
------- -------
Net Cash Used in Investing Activities (10,682) (4,723)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of revolver debt 10,000 --
Payments on long-term debt (1,794) (5,646)
Notes payable to banks (net of principal payments) (4,031) (776)
Increase (decrease) in checks drawn not presented (12,118) (1,274)
Issuance of common stock 460 661
Repurchase of common stock (4,438) --
Dividends paid -- (2,125)
------- -------
Net Cash Used in Financing Activities (11,921) (39,160)
------- -------
Increase (decrease) in Cash and Cash Equivalents 5,245 (404)
Cash and Cash Equivalents at Beginning of Fiscal Year 283 724
------- -------
Cash and Cash Equivalents at End of Period $5,528 $320
======= =======
Supplemental cash flow information:
Cash paid (refunded) for :
Interest $7,444 $4,604
Income taxes refunded (3,113) (10,091)
The Company considers all highly liquid investments with maturities of 3
months or less at purchase to be cash equivalents.
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
5
<PAGE>
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 subsidiaries. All
material intercompany balances and transactions have been eliminated
in consolidation. The consolidated balance sheet as of December 27,
1997, and the consolidated statements of operations for the thirteen
and twenty-six weeks ended December 27, 1997 and December 28, 1996,
and the consolidated statements of cash flows for the twenty-six weeks
ended December 27, 1997 and December 28, 1996 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. Interim
results are not necessarily indicative of results for the entire
fiscal year.
The consolidated financial statements and notes are presented in
conformity with the requirements for Form 10-Q and accordingly, 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 June 28, 1997. In both, the accounting policies and
principles used are consistent in all material respects. Certain
fiscal 1997 amounts have been reclassified to conform with fiscal 1998
presentations.
2. Inventories
A summary of inventories at December 27, 1997 and June 28, 1997
follows:
(unaudited)
Dollars in thousands December 27, June 28,
1997 1997
Live poultry and breeder flocks $65,112 $74,984
Processed poultry and meat products 37,686 53,981
Packaging supplies, parts and other 16,296 17,188
Feed, grain and eggs 16,362 19,398
------- -------
Total inventories $135,456 $165,551
======= =======
3. Acquisition of Common Stock
The Company completed the final repurchase of stock from Cuddy Farms,
Inc. in the first quarter of fiscal year 1998 by purchasing
approximately 446,000 shares of stock for $10 per share.
4. Debt Refinancing and Modification
The Company's credit agreements contain covenants which require the
maintenance of minimum tangible net worth, as defined, and certain
other financial ratios. The Company has classified $191 million of
the debt under these agreements as current liabilities since the
waivers, related to certain covenants, which were obtained previously,
granted the Company relief only for the year ended June 28, 1997. As
expected, as of the quarter ended December 27, 1997, the Company was
6
<PAGE>
not in compliance with the financial covenants in its credit
agreements. In the absence of waivers, the lenders have the right to
require the repayment of such debt prior to normal maturity and have
increased interest rates on the Bank Revolving Credit facility. Since
the Company is negotiating a restructuring of its current facilities,
it has not requested waivers for the period ended December 27, 1997.
5. Stock Dividend
On June 24, 1997, the Company's Board of Directors declared a stock
dividend that was distributed on August 1, 1997 to shareholders of
record on July 11, 1997. In lieu of the regular cash dividend, the
dividend was paid in stock with .0064 shares being distributed for
each share of common stock outstanding.
6. Earnings Per Share
The Company adopted FASB No. 128, "Earnings Per Share," which
supersedes APB Opinion No. 15, on December 27, 1997. This statement
serves to simplify the computation of earnings per share, and requires
restatement of all prior periods presented in conformity with the
statement. Options to purchase shares of the Company's common stock
were outstanding during the periods presented, but these options were
not included in the computation of diluted earnings per share because
the effect of including these options would have been anti-dilutive.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
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.
During the second fiscal quarter of 1998, sales pricing declined by
approximately $13.5 million due primarily to unusually strong chicken
pricing in the prior year. Despite the decline in prices, gross
margins remained steady at approximately 6.9% due to lower feed
ingredient costs and improved live performance in both chickens and
turkeys.
For the quarter ended December 27, 1997, the Company
recognized a benefit of $11 million from reduced grain costs when
compared to the second quarter of fiscal year 1997. However, grain
prices still remain above those recorded in the second quarter of
fiscal 1996 when feed costs began to increase sharply from more normal
levels.
Results of Operations
Net sales for the quarter decreased 4.9% to $251.4 million as compared
to $264.4 million for the same quarter last year. Chicken revenues
decreased during the quarter in comparison to last year as pricing
declined approximately 10% from the unusually strong prior year
markets. An increase in volume and a shift in mix toward higher value
products were not sufficient to offset the price declines as year to
year revenues decreased 4%. Turkey revenues during the quarter
declined about 3% from the same period last year due primarily to a
decline in market pricing.
7
<PAGE>
For the twenty-six weeks ended December 27, 1997, net sales decreased
6%. Chicken revenues remained relatively constant for the six-month
period as compared to the same period last year as an increase in the
volume shipped offset softer pricing. Turkey revenues were off about
5% on a combination of reduced pricing and lower commodity volume.
Gross profits decreased $0.8 million for the second quarter versus the
second quarter last year, while gross margin was 6.9% in both years.
Decreases in poultry pricing for the quarter of about $13.5 million
versus the prior year quarter more than offset an $11 million
improvement in grain costs.
Gross profits increased $7.8 million for the six month period ending
December 27, 1997 when compared to the same period last year. Margins
improved to 7.9% from 5.9% last year; feed ingredient costs declined
$29 million for the six month period but were largely offset by
product price decreases.
Selling, general and administrative expenses increased $0.2 million,
or 1% over second quarter levels last year, and increased $2.3
million, or 4.8% on a year to date basis. As a percent of sales,
selling, general and administrative expenses went from 9.2% for the
quarter ended December 28, 1996 to 9.8% for the second quarter of
fiscal year 1998. As a percent of sales, year to date selling,
general and administrative expenses increased from 8.9% for the six
months ended December 28, 1996 to 9.9% in the current year. The
increase is primarily due to higher program costs related to sales of
further processed products, increased freight costs and generally
lower sales prices, in both chicken and turkey.
Interest expense increased $1.9 million for the quarter, and $3.2
million for the first six months of the fiscal year. The increase was
due to higher borrowing levels and interest rates. Last year's second
fiscal quarter included a non-recurring $0.8 million benefit to other
income due primarily to the settlement in the Company's favor of a
pricing dispute with a supplier.
The Company had a net loss of $7.9 million, or $0.48 per share for the
second quarter ended December 27, 1997, compared to a net loss of $5.4
million, or $0.30 per share for the same quarter last year. The
current year to date net loss was $12.3 million, or $0.76 per share,
compared to a net loss of $13.5 million, or $0.75 per share for the
six months ended December 28, 1996. The effects of the acquisition of
the Company's common stock held by Cuddy Farms, Inc. on both interest
costs and total shares outstanding increased the loss per share in the
current quarter and six months year to date as compared to last year
by approximately six and ten cents per share, respectively.
Financial Condition and Liquidity
By December 27, 1997, inventories decreased $30.1 million as compared
to the end of fiscal year 1997. Debt levels have increased $4.2
million since June 28, 1997, primarily due to the final repurchase of
stock held by Cuddy Farms, Inc.
The Company's credit agreements contain covenants which require the
maintenance of minimum tangible net worth, as defined, and certain
other financial ratios. The Company has classified $191 million of
debt under these agreements as current liabilities since waivers,
related to certain covenants, which were granted earlier provided the
Company with relief only for the year ended June 28, 1997. As
expected, as of the six months ended December 27, 1997, the Company
was not in compliance with the financial covenants in its credit
agreements. In the absence of waivers, the lenders have the right to
require the repayment of related debt prior to normal maturity and
have increased the interest rate on the Bank Revolving Credit
facility. Since the Company is negotiating the restructuring of its
credit facilities, it has not requested waivers for the period ended
December 27, 1997.
8
<PAGE>
Capital Resources
The Company's capital spending for the quarter was $6.8 million and
$10.8 million for the six months ended December 27, 1997. The
purchases were primarily for replacements of existing equipment, the
previously announced new hatchery and expansion at the Goldsboro
complex, and other projects with rapid pay backs. Depreciation
expense was $6.5 million for the quarter and $13.2 million for the
year to date. Projected capital spending for fiscal 1998 is expected
to approximate $25 to $30 million assuming that the recently announced
conversion of the Marshville plant from a turkey complex to a chicken
complex proceeds on schedule.
The Company remains in material compliance with all regulatory
requirements at the present time. In the current fiscal year, the
Company will adopt FASB Statement No. 129, "Disclosure of Information
about Capital Structure," which requires certain disclosures about
capital structure. The statement is not expected to have an impact on
the Company's operations or financial position.
In June 1997, the Financial Accounting Standards Board issued
Statement No. 130, "Reporting Comprehensive Income," and FASB
Statement 131, "Disclosures about Segments of an Enterprise and
Related Information." SFAS No. 130 established standards for
reporting comprehensive income and its components in a full set of
general-purpose financial statements. SFAS No. 131 requires that
companies report certain information about operating segments in
complete sets of financial statements and in condensed financial
statements of interim periods issued to shareholders. Both SFAS Nos.
130 and 131 are effective for fiscal years beginning after December
15, 1997. The Company does not believe the adoption of these
statements will have a significant impact on the Company's financial
condition or results of operations.
The Company is aware of the issues associated with the "Year 2000"
problem as the millennium approaches. Given the recent implementation
and upgrading of the Company's information systems, management does
not feel that the Year 2000 issue will have a material impact on its
financial condition.
Company performance expectations or "forward looking statements"
expressed from time to time are always subject to the possible
material impact of any risks of the business. These risks include
weather conditions impacting grain production and harvesting and live
growout of poultry; feed supplies and prices; supplies and selling
prices of poultry and competing meats; consumer preferences;
governmental and regulatory intervention in the export/import of
poultry; changes in the regulations governing production processes;
and fluctuations in the general business climate.
9
<PAGE>
PART II. OTHER INFORMATION
Item 3. Defaults Upon Senior Securities
The Company's Unsecured Bank Revolving Credit Facility, 9.41% Senior
Unsecured Notes and 7.47% Senior Unsecured Notes contain covenants
which require the maintenance of minimum tangible net worth, as
defined, and certain other financial ratios. As of December 27, 1997,
the Company had outstanding debt under these agreements of
approximately $195 million. As expected, as of the quarter ended
December 27, 1997, the Company was not in compliance with the
financial covenants in these credit agreements. In the absence of
waivers, the lenders have the right to require the repayment of such
debt prior to normal maturity and have increased interest rates on the
Bank Revolving Credit facility. Since the Company is negotiating a
restructuring of its credit facilities, it has not requested waivers
covering the period ended December 27, 1997. All interest and
principal payments on the Company's debt have continued to be made on
a timely basis.
Item 6. Exhibits and Reports on Form 8-K
(a)Exhibits
27 Financial Data Schedule
(b)Form 8-K
Reporting Date October 9, 1997. Item Reported - Item 5, Other Events.
WLR Foods, Inc. reported the suspension of its quarterly stock
dividend in response to bookkeeping and tax reporting concerns raised
by shareholders and brokers. The Board will instead consider stock
dividends on an annual basis.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report is signed this 10th day of February, 1998, by the
Registrant's principal financial officer who is also authorized by the
Registrant to sign on its behalf.
WLR FOODS, INC.
___/S/ Robert T. Ritter______________
Robert T. Ritter, Chief Financial
Officer and duly authorized signature
for Registrant
11
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-27-1998
<PERIOD-END> DEC-27-1997
<CASH> 5,528
<SECURITIES> 0
<RECEIVABLES> 64,063
<ALLOWANCES> 1,487
<INVENTORY> 135,456
<CURRENT-ASSETS> 207,990
<PP&E> 356,769
<DEPRECIATION> 201,246
<TOTAL-ASSETS> 384,705
<CURRENT-LIABILITIES> 261,953
<BONDS> 199,637
0
0
<COMMON> 65,624
<OTHER-SE> 49,060
<TOTAL-LIABILITY-AND-EQUITY> 384,705
<SALES> 251,357
<TOTAL-REVENUES> 251,357
<CGS> 234,042
<TOTAL-COSTS> 234,042
<OTHER-EXPENSES> 24,587
<LOSS-PROVISION> 250
<INTEREST-EXPENSE> 4,946
<INCOME-PRETAX> (12,315)
<INCOME-TAX> (4,433)
<INCOME-CONTINUING> (7,882)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,882)
<EPS-PRIMARY> (.48)
<EPS-DILUTED> (.48)
</TABLE>
