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 November 18, 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 November 18, 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
--------------
------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
---------------
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 50,389,894 shares of common stock, $.01 par value per share,
outstanding on December 12, 2000.
<PAGE>
INTERSTATE BAKERIES CORPORATION
FORM 10-Q
QUARTER ENDED NOVEMBER 18, 2000
CONTENTS
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Description Page
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PART I - FINANCIAL INFORMATION (UNAUDITED)
------------------------------------------
Management's Discussion and Analysis of Financial
Condition and Results of Operations 1-2
Quantitative and Qualitative Disclosures
About Market Risk 3
Consolidated Balance Sheet 4
Consolidated Statement of Income 5
Consolidated Statement of Cash Flows 6
Notes to Consolidated Financial Statements 7-9
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 10
Signatures 11
<PAGE>
INTERSTATE BAKERIES CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
---------------------
Net sales for the second quarter of fiscal 2001, the twelve weeks ended
November 18, 2000, were $817,813,000, up $7,213,000 or .9%, from net sales of
$810,600,000 in the prior year. Year-to-date net sales for fiscal 2001 were
$1,637,507,000, an increase of $17,434,000 and 1.1%, over net sales of
$1,620,073,000 for fiscal 2000. These increases were primarily attributable
to higher selling prices, partially offset by unit volume declines.
Gross profit was 52.1% of net sales for the second quarter of fiscal 2001,
down from 53.2% of net sales in the prior year. Year-to-date gross profit was
52.6% of net sales, compared to the prior year's 53.1%. These quarterly and
year-to-date declines in gross profit as a percentage of net sales reflect
higher labor-related costs, primarily health care expenses, substantially
higher utility costs and higher packaging costs, principally resulting from
higher energy costs. These unfavorable elements were partially offset by the
impact of higher selling prices, as well as somewhat favorable ingredient cost
variances on a year-to-date basis.
Selling, delivery and administrative expenses increased $11,950,000, or 3.4%,
for the second quarter of fiscal 2001 and $27,432,000, or 3.9%, on a year-to-
date basis. Selling, delivery and administrative expense as a percentage of
net sales was 45.0% and 44.4% for fiscal 2001's second quarter and year-to-
date, respectively, compared to fiscal 2000's quarterly 43.9% and year-to-date
43.2%. These unfavorable variances reflect substantially higher fuel costs,
higher labor-related costs and normal inflationary cost increases measured
against a relatively flat net sales base.
Based upon these factors, operating income for the second quarter of fiscal
2001 was $32,676,000, or 4.0% of net sales, compared to $50,143,000, or 6.2%
of net sales, in the prior year. Year-to-date operating income for fiscal
2001 was $82,782,000, or 5.1% of net sales, compared to $108,942,000, or 6.7%
of net sales, for fiscal 2000.
Interest expense for the second quarter of fiscal 2001 was $13,434,000, up
from $5,532,000 the prior year, while year-to-date interest expense was
$20,155,000, up from $11,301,000 in fiscal 2000. These substantial increases
reflect higher borrowing levels resulting from the Company's repurchase of
over 15,000,000 shares of treasury stock during fiscal 2001, as well as higher
overall interest rates.
The effective tax rates of 39.2% and 37.5% for fiscal 2001 and 2000,
respectively, approximate the overall federal and state statutory rates.
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<PAGE>
Net income for the second quarter of fiscal 2001 was $11,386,000, or $.22 per
diluted share, down from $27,938,000, or $.40 per diluted share, for the prior
year. On a year-to-date basis, net income was $38,271,000, or $.65 per
diluted share, compared to $61,164,000, or $.87 per diluted share, during
fiscal 2000.
CAPITAL RESOURCES AND LIQUIDITY
-------------------------------
Cash generated by operating activities for the twenty-four weeks ended
November 18, 2000 was $118,074,000, up from $105,429,000 generated in the
prior year with this increase reflecting favorable working capital variances,
partially offset by lower net income. Cash generated by operations, along
with additional net borrowings described below of $185,000,000, was used to
fund net capital expenditures of $43,647,000, pay common stock dividends of
$8,140,000 and repurchase common stock of $244,444,000.
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. 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. During the second
quarter, on August 31, 2000, the remaining 12,946,980 shares were repurchased
for approximately $204,000,000. 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,
$595,000,000 outstanding at November 18, 2000, is expected to be refinanced on
a long-term basis from a public debt offering prior to its August 2001
maturity. That portion of the new term loan which exceeds the additional
borrowing capacity under the revolving credit agreement, or $360,000,000, has
been classified as a current liability at November 18, 2000, with the remaining
$235,000,000 classified as long-term debt.
The Company expects its cash needs for fiscal 2001 will be funded by ongoing
operations, as well as the debt issuances 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>
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The Company is exposed to market risks relative to commodity price
fluctuations and interest rate changes. The Company actively manages these
risks through the use of derivative financial instruments. As a matter of
policy, the Company uses these financial instruments only for hedging
purposes, and the use of derivatives for trading and speculative purposes is
prohibited.
Commodity Prices
Commodities used by the Company in the production of its products are subject
to wide price fluctuations, depending upon factors such as weather, worldwide
market supply and demand and government regulation. To reduce the risk
associated with commodity price fluctuations (primarily for wheat), the
Company enters into commodity futures and options contracts, fixing commodity
prices for future periods. A sensitivity analysis was prepared and based upon
the Company's commodity-related position as of November 18, 2000,
an assumed 10% adverse change in commodity prices would not result in a
material effect on fair values, future earnings or cash flows of the Company.
Interest Rates
The Company from time to time manages its exposure to interest rate risk using
floating and fixed rate debt, as well as interest rate swap agreements to fix
rates on variable-rate debt instruments. As of November 18, 2000, the Company
had no fixed-rate debt or swap agreements outstanding. Interest rates on
$395,000,000 and $200,000,000 of the floating-rate debt are fixed through
November 2000 and February 2001, respectively. Based upon the Company's
sensitivity analysis at November 18, 2000, an assumed 10% adverse change in
interest rates would not have a material impact on fair values, future
earnings or cash flows of the Company.
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<PAGE>
INTERSTATE BAKERIES CORPORATION
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(000's)
November 18, June 3,
2000 2000
------------ -----------
Assets
Current assets:
Accounts receivable, less allowance
for doubtful accounts of $3,905,000
($4,638,000 at June 3) $ 203,532 $ 204,660
Inventories 81,272 78,840
Other current assets 55,914 57,647
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Total current assets 340,718 341,147
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Property and equipment:
Land and buildings 410,469 397,923
Machinery and equipment 1,011,786 989,704
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1,422,255 1,387,627
Less accumulated depreciation (537,385) (501,549)
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Net property and equipment 884,870 886,078
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Intangibles 422,794 424,700
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$1,648,382 $1,651,925
========== ==========
<PAGE>
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable $ 360,000 $ -
Long-term debt payable within one year - 29,000
Accounts payable 115,446 123,461
Accrued expenses 218,727 177,996
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Total current liabilities 694,173 330,457
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Long-term debt 239,000 385,000
Other liabilities 206,013 212,981
Deferred income taxes 131,810 131,810
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Total long-term liabilities 576,823 729,791
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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 -
79,840,000 shares (79,837,000 at June 3) 798 798
Additional paid-in capital 551,841 551,819
Retained earnings 357,282 327,151
Treasury stock, at cost - 29,450,000 shares
(13,948,000 at June 3) (532,535) (288,091)
---------- ----------
Total stockholders' equity 377,386 591,677
---------- ----------
$1,648,382 $1,651,925
========== ==========
See accompanying notes.
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<PAGE>
INTERSTATE BAKERIES CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(000'S EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-Four Weeks Ended
-------------------------- ----------------------------
November 18, November 13, November 18, November 13,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $817,813 $810,600 $1,637,507 $1,620,073
-------- -------- ---------- ----------
Cost of products sold 391,859 378,963 776,079 759,677
Selling, delivery and administrative
expenses 367,699 355,749 727,551 700,119
Depreciation and amortization 25,579 25,745 51,095 51,335
-------- -------- ---------- ----------
785,137 760,457 1,554,725 1,511,131
-------- -------- ---------- ----------
Operating income 32,676 50,143 82,782 108,942
-------- -------- ---------- ----------
Other income (129) (90) (318) (222)
Interest expense 13,434 5,532 20,155 11,301
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13,305 5,442 19,837 11,079
-------- -------- ---------- ----------
Income before income taxes 19,371 44,701 62,945 97,863
Provision for income taxes 7,985 16,763 24,674 36,699
-------- -------- ---------- ----------
Net income $ 11,386 $ 27,938 $ 38,271 $ 61,164
======== ======== ========== ==========
Earnings per share:
Basic $ .22 $ .40 $ .66 $ .88
======== ======== ========== ==========
Diluted $ .22 $ .40 $ .65 $ .87
======== ======== ========== ==========
</TABLE>
See accompanying notes.
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<PAGE>
INTERSTATE BAKERIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(000's)
Twenty-Four Weeks Ended
--------------------------
November 18, November 13,
2000 1999
------------ ------------
Cash flows from operating activities:
Net income $ 38,271 $ 61,164
Depreciation and amortization 51,095 51,335
Other (4,477) (8,389)
Change in operating assets and liabilities:
Accounts receivable 1,128 3,554
Inventories (2,432) (8,619)
Other current assets 1,733 (5,515)
Accounts payable and accrued expenses 32,756 11,899
-------- --------
Cash from operating activities 118,074 105,429
-------- --------
Cash flows from investing activities:
Additions to property and equipment (44,442) (40,566)
Sale of assets 795 369
Other (54) 1,042
-------- --------
Cash from investing activities (43,701) (39,155)
-------- --------
Cash flows from financing activities:
Addition to notes payable 360,000 -
Addition to long-term debt 250,000 12,000
Reduction of long-term debt (425,000) (25,000)
Acquisition of treasury stock (244,444) (45,208)
Common stock dividends paid (8,140) (9,749)
Stock option exercise proceeds and
related tax benefits 22 1,683
Other (6,811) -
-------- --------
Cash from financing activities (74,373) (66,274)
-------- --------
Change in cash and cash equivalents - -
Cash and cash equivalents:
Beginning of period - -
-------- --------
End of period $ - $ -
======== ========
Cash payments made:
Interest $ 14,944 $ 13,528
Income taxes 15,431 14,699
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
-----------
The components of inventories are as follows:
(000's)
-------------------------
November 18, June 3,
2000 2000
------------ ----------
Ingredients and packaging $49,633 $48,697
Finished goods 25,479 23,845
Other 6,160 6,298
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$81,272 $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:
Twenty-Four Weeks Ended
----------------------------
November 18, November 13,
2000 1999
------------ ------------
Statutory federal tax 35.0% 35.0%
State income tax 2.3 2.2
Intangibles amortization 2.3 1.2
Other (.4) (.9)
---- ----
39.2% 37.5%
==== ====
The provision for income taxes for the current quarter of both fiscal years
includes any adjustments for revisions on the projected annual effective tax
rate.
4. Earnings Per Share
------------------
Following is a reconciliation between basic and diluted weighted average
shares outstanding used in the Company's earnings per share computations:
(000's)
Twelve Twenty-Four
Weeks Ended Weeks Ended
-------------------- -------------------
Nov. 18, Nov. 13, Nov. 18, Nov. 13,
2000 1999 2000 1999
--------- -------- -------- --------
Basic weighted average
common shares outstanding 51,207 69,407 58,253 69,893
Effect of dilutive stock
compensation 201 448 220 478
------ ------ ------ ------
Dilutive weighted average
common shares outstanding 51,408 69,855 58,473 70,371
====== ====== ====== ======
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<PAGE>
5. New Bank Term Loan
------------------
During the quarter, 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, $595,000,000 outstanding at
November 18, 2000, 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
prior to its August 2001 maturity, while the maturity date on the revolving
credit facility remains February 25, 2002. That portion of the bank term loan
which exceeds the additional borrowing capacity under the revolving credit
facility, or $360,000,000, has been classified as a current liability at
November 18, 2000, with the remaining $235,000,000 classified as long-term
debt.
6. Contingencies
-------------
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. On October 6, 2000, the
court further reduced the compensatory damages to $3,000,000 and the punitive
award to $24,300,000. 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>
PART II
ITEM 6 - Exhibits and Reports on Form 8-K
a) Exhibits filed with this report:
1) 27.1 - Financial data schedule
b) Reports on Form 8-K
None
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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
-------------------------------
(Registrant)
DATE: December 15, 2000 /s/ Charles A. Sullivan
--------------------------------
Charles A. Sullivan, Chairman
and Chief Executive Officer
DATE: December 15, 2000 /s/ Frank W. Coffey
--------------------------------
Frank W. Coffey, Senior Vice
President and Chief Financial
Officer
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