UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
(Mark One)
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 26, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
_______________
For the Quarter Ended August 26, 2000 Commission File Number 1-11165
INTERSTATE BAKERIES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 43-1470322
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12 East Armour Boulevard, Kansas City, Missouri 64111
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (816) 502-4000
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(Former name, former address and former fiscal year, if changed since last
report.)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes / X / No / /
There were 50,389,928 shares of common stock, $.01 par value per share,
outstanding on September 20, 2000.
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INTERSTATE BAKERIES CORPORATION
FORM 10-Q
QUARTER ENDED AUGUST 26, 2000
CONTENTS
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Description Page
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PART I - FINANCIAL INFORMATION (UNAUDITED)
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Management's Discussion and Analysis of Financial
Condition and Results of Operations 1-2
Consolidated Balance Sheet 3
Consolidated Statement of Income 4
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6-8
PART II - OTHER INFORMATION
---------------------------
Legal Proceedings Not Applicable
Changes in Securities Not Applicable
Defaults Upon Senior Securities Not Applicable
Submission of Matters to a Vote of Security Holders Not Applicable
Other Information Not Applicable
Exhibits and Reports on Form 8-K 9
Signatures 10
<PAGE>
INTERSTATE BAKERIES CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
---------------------
Net sales for the first quarter of fiscal year 2001, the twelve weeks ended
August 26, 2000, were $819,694,000, up $10,221,000 and 1.3% from net sales of
$809,473,000 in the prior year. This increase was primarily attributable to
higher selling prices, partially offset by some unit volume decline.
Gross profit was 53.1% of net sales for the first quarter of fiscal 2001,
comparable to the 53.0% of net sales in the prior year. This slight
improvement reflects the favorable contributions of lower ingredient costs,
improved efficiencies in our start-up operations and higher selling prices
experienced in fiscal 2001. These favorable factors were offset somewhat by
higher labor and labor-related costs, as well as higher packaging costs
resulting from higher fuel costs, in the current fiscal year.
Selling, delivery and administrative expenses increased 4.5% to $359,852,000
from $344,370,000 the prior year. As a percentage of net sales, selling,
delivery and administrative expenses increased to 43.9% from 42.5% in the
prior year. This unfavorable variance reflects inflationary labor and
labor-related cost increases, as well as substantially higher fuel costs,
measured against a lower net sales percentage increase.
Based upon these factors, operating income for the first quarter of fiscal
2001 was $50,106,000, or 6.1% of net sales, compared to $58,799,000, or 7.3%
of net sales, in fiscal 2000.
Interest expense for the first quarter of fiscal 2001 was $6,721,000, up
$952,000 from the prior year's interest cost of $5,769,000. The current year
interest expense reflects higher borrowing levels, principally due to the
repurchase of treasury stock during the quarter, as well as higher overall
interest rates.
The effective tax rates of 38.3% and 37.5% for fiscal 2001 and 2000,
respectively, approximate the overall federal and state statutory rates.
Net income for the first quarter of fiscal 2001 was $26,885,000, or $.41 per
diluted share, down $6,341,000 from the prior year's $33,226,000, or $.47 per
diluted share.
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<PAGE>
CAPITAL RESOURCES AND LIQUIDITY
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Cash generated by operating activities for the twelve weeks ended August 26,
2000 was $64,954,000, compared to $78,211,000 a year ago, with the decrease
reflecting lower net income, as well as unfavorable working capital variances.
Cash generated by operations during fiscal 2001 was used to reduce debt by
$2,000,000, fund net capital expenditures of $18,335,000, repurchase common
stock of $40,024,000 and pay common stock dividends of $4,612,000.
As noted in the Company's Annual Report on Form 10-K for the year ended June
3, 2000, in July 2000 the Company agreed to repurchase 15,498,000 shares of
its common stock from Ralston Purina Company ("RPC") at market rates for
approximately $244,000,000. During the first quarter of fiscal 2001, on
August 1, 2000, the Company repurchased 2,551,020 of these shares for
approximately $40,000,000. Subsequent to quarter end, on August 31, 2000, the
remaining 12,946,980 shares were repurchased. On the same date, in order to
finance the purchase of these shares, as well as repay all its outstanding
senior notes, the Company entered into a new unsecured $610,000,000 364-day
bank term loan and amended its existing revolving credit agreement. The new
term loan is expected to be refinanced on a long-term basis from a public debt
offering in the next twelve months.
The Company expects its cash needs for fiscal 2001 will be funded by ongoing
operations, as well as the debt issues described above.
FORWARD-LOOKING STATEMENTS
--------------------------
The Company or its representatives may from time-to-time provide information,
in either written or oral form, which contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. In receiving
and reviewing such information, it should be kept in mind that forward-looking
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those discussed or projected.
Factors which create these risks and uncertainties can be either internal to
the Company or related to general external market conditions.
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<PAGE>
INTERSTATE BAKERIES CORPORATION
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(000's)
August 26, June 3,
2000 2000
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Assets
Current assets:
Accounts receivable, less allowance
for doubtful accounts of $4,483,000
($4,638,000 at June 3) $ 203,947 $ 204,660
Inventories 81,321 78,840
Other current assets 63,147 57,647
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Total current assets 348,415 341,147
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Property and equipment:
Land and buildings 402,035 397,923
Machinery and equipment 1,003,295 989,704
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1,405,330 1,387,627
Less accumulated depreciation (523,183) (501,549)
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Net property and equipment 882,147 886,078
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Intangibles 421,238 424,700
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$1,651,800 $1,651,925
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<PAGE>
Liabilities and Stockholders' Equity
Current liabilities:
Long-term debt payable within one year $ - $ 29,000
Accounts payable 100,262 123,461
Accrued expenses 222,674 177,996
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Total current liabilities 322,936 330,457
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Long-term debt 412,000 385,000
Other liabilities 211,114 212,981
Deferred income taxes 131,810 131,810
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Total long-term liabilities 754,924 729,791
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Stockholders' equity:
Preferred stock, par value $.01 per share;
authorized - 1,000,000 shares; issued - none - -
Common stock, par value $.01 per share;
authorized - 120,000,000 shares; issued -
79,839,000 shares (79,837,000 at June 3) 798 798
Additional paid-in capital 551,833 551,819
Retained earnings 349,424 327,151
Treasury stock, at cost - 16,501,000 shares
(13,948,000 at June 3) (328,115) (288,091)
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Total stockholders' equity 573,940 591,677
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$1,651,800 $1,651,925
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See accompanying notes.
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<PAGE>
INTERSTATE BAKERIES CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(000'S EXCEPT PER SHARE DATA)
Twelve Weeks Ended
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August 26, August 21,
2000 1999
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Net sales $819,694 $809,473
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Cost of products sold 384,220 380,714
Selling, delivery and administrative
expenses 359,852 344,370
Depreciation and amortization 25,516 25,590
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769,588 750,674
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Operating income 50,106 58,799
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Other income (189) (132)
Interest expense 6,721 5,769
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6,532 5,637
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Income before income taxes 43,574 53,162
Provision for income taxes 16,689 19,936
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Net income $ 26,885 $ 33,226
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Earnings per share:
Basic $ .41 $ .47
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Diluted $ .41 $ .47
======== ========
See accompanying notes.
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<PAGE>
INTERSTATE BAKERIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(000's)
Twelve Weeks Ended
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August 26, August 21,
2000 1999
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Cash flows from operating activities:
Net income $ 26,885 $ 33,226
Depreciation and amortization 25,516 25,590
Other (1,678) (1,949)
Change in operating assets and liabilities:
Accounts receivable 713 10,271
Inventories (2,481) (4,521)
Other current assets (5,500) 9,290
Accounts payable and accrued expenses 21,499 6,304
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Cash from operating activities 64,954 78,211
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Cash flows from investing activities:
Additions to property and equipment (18,692) (14,000)
Sale of assets 357 -
Other 3 (799)
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Cash from investing activities (18,332) (14,799)
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Cash flows from financing activities:
Addition of long-term debt 27,000 -
Reduction of long-term debt (29,000) (55,000)
Common stock dividends paid (4,612) (4,920)
Stock option exercise proceeds
and related tax benefits 14 807
Acquisition of treasury stock (40,024) (4,299)
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Cash from financing activities (46,622) (63,412)
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Change in cash and cash equivalents - -
Cash and cash equivalents:
Beginning of period - -
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End of period $ - $ -
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Cash payments made:
Interest $ 5,253 $ 4,710
Income taxes 50 418
See accompanying notes.
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<PAGE>
INTERSTATE BAKERIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Accounting Policies and Basis of Presentation
---------------------------------------------
The accompanying unaudited consolidated financial statements include all
adjustments, consisting only of normal recurring accruals, which, in the
opinion of management, are necessary for a fair presentation of financial
position, results of operations and cash flows. Results of operations for
interim periods are not necessarily indicative of results to be expected for a
full year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
2. Inventories
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The components of inventories are as follows:
(000's)
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August 26, June 3,
2000 2000
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Ingredients and packaging $48,924 $48,697
Finished goods 26,377 23,845
Other 6,020 6,298
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$81,321 $78,840
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<PAGE>
3. Income Taxes
------------
The reconciliation of the provision for income taxes to the statutory federal
rate is as follows:
Twelve Weeks Ended
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August 26, August 21,
2000 1999
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Statutory federal tax 35.0% 35.0%
State income tax 2.3 2.2
Intangibles amortization 1.7 1.2
Other (.7) (.9)
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38.3% 37.5%
==== ====
4. Earnings Per Share
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Following is a reconciliation between basic and diluted weighted average
shares outstanding used in the Company's earnings per share computations:
(000's)
Twelve Weeks Ended
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August 26, August 21,
2000 1999
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Basic weighted average
common shares outstanding 65,232 70,312
Effect of dilutive stock
compensation 240 509
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Dilutive weighted average
common shares outstanding 65,472 70,821
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5. Contingencies
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On July 31, 2000, a jury in California awarded compensatory damages
totaling approximately $10,800,000 against the Company and in favor
of 18 plaintiffs who alleged various forms of racial discrimination
at the Company's San Francisco bakery. The court subsequently
reduced these compensatory damages to approximately $5,800,000.
On August 2, 2000, the jury also awarded punitive damages totaling
approximately $121,000,000. The Company intends to appeal these
verdicts. Based upon the opinion of outside counsel, the Company
believes the compensatory damages should be overturned or reduced
on appeal and it is likely that the Company will succeed in
obtaining either a reversal of the punitive damages or a new trial.
The Company believes it has adequate reserves for the compensatory
damages.
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<PAGE>
6. Subsequent Event
----------------
Subsequent to quarter end, on August 31, 2000, the Company repurchased
12,946,980 of its common shares from Ralston Purina Company ("RPC") for
approximately $204,000,000. In order to finance this repurchase, as well as
repay $200,000,000 of outstanding senior notes, the Company entered into a new
unsecured $610,000,000 364-day bank term loan and amended its existing
revolving credit agreement. The new term loan and the amended revolving
credit agreement both bear interest at floating rates equal to LIBOR plus
1.25%, and include mirror covenant provisions which, among other matters (i)
limit the Company's ability to incur indebtedness, merge, consolidate and
acquire or sell assets, (ii) require the Company to satisfy certain ratios
related to net worth, debt-to-capitalization and interest coverage and (iii)
limit the payment of future cash dividends on common stock and common stock
repurchases, excluding the August 2000 RPC common stock repurchases, to a
total of $100,000,000 plus 50% of consolidated net income after fiscal year
2000. The new term loan is expected to be refinanced on a long-term basis
from a public debt offering in the next twelve months, while the maturity date
on the revolving credit facility remains February 25, 2002.
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<PAGE>
PART II
ITEM 6 - Exhibits and Reports on Form 8-K
a) Exhibits filed with this report:
1) 27 - Financial data schedule
b) Exhibits filed on 8-K
On July 25, 2000, the Company filed a Form 8-K regarding its
announcement of an agreement with Ralston Purina Company ("RPC") to
purchase from an affiliate of RPC 15,498,000 shares of the
Company's common stock at market prices by September 1, 2000.
Per the Form 8-K, the transaction would reduce RPC's holdings to
29.5% of the Company's then outstanding shares. The Form 8-K also
indicated that the Company had amended its Shareholder Agreement
with RPC to require RPC to reduce its ownership of the Company to no
more than 15% by August 1, 2004 and 10% by August 1, 2005.
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<PAGE>
**************
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Interstate Bakeries Corporation
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(Registrant)
DATE: September 27, 2000 /s/ Charles A. Sullivan
--------------------------------
Charles A. Sullivan, Chairman
and Chief Executive Officer
DATE: September 27, 2000 /s/ Frank W. Coffey
--------------------------------
Frank W. Coffey, Senior Vice
President and Chief Financial
Officer
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