e8vk
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2009
SANDERSON FARMS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Mississippi
|
|
1-14977
|
|
64-0615843 |
| |
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
127 Flynt Road
Laurel, Mississippi
|
|
39443 |
| |
| (Address of principal executive offices)
|
|
(Zip Code) |
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 8 — Other Events
Item 8.01 Other Events.
On October 29, 2009, the Registrant held an investor conference for stockholders, financial
analysts and others. A transcript of the conference is filed herewith as Exhibit 99.1, and the
written materials are filed herewith as Exhibit 99.2.
The conference presentation makes reference to the Registrant’s EBITDA for certain periods. EBITDA,
or “earnings before interest, taxes, depreciation and amortization,” is calculated by adding back
to net income interest expense, taxes, depreciation and amortization. While not recognized by
generally accepted accounting principles, or “GAAP,” EBITDA is generally recognized as a good
measure of cash flow generated by operations. A reconciliation of EBITDA amounts presented at the
conference to the Registrant’s net income, as determined according to GAAP, is as follows:
Non GAAP Financial Statement Reconcilation
($ in millions)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Description |
|
2000 |
|
2001 |
|
2002 |
|
2003 |
|
2004 |
|
2005 |
|
2006 |
|
2007 |
|
2008 |
|
LTM |
| |
Net Income(loss) |
|
|
(5 |
) |
|
|
28 |
|
|
|
29 |
|
|
|
54 |
|
|
|
91 |
|
|
|
71 |
|
|
|
(12 |
) |
|
|
79 |
|
|
|
(43 |
) |
|
|
11 |
|
Add: Interest Income (Expense) |
|
|
8 |
|
|
|
6 |
|
|
|
3 |
|
|
|
2 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
2 |
|
|
|
5 |
|
|
|
8 |
|
|
|
10 |
|
Income Taxes Expense (Benefit) |
|
|
(3 |
) |
|
|
17 |
|
|
|
18 |
|
|
|
34 |
|
|
|
58 |
|
|
|
44 |
|
|
|
(14 |
) |
|
|
42 |
|
|
|
(31 |
) |
|
|
1 |
|
EBIT |
|
|
— |
|
|
|
51 |
|
|
|
50 |
|
|
|
90 |
|
|
|
150 |
|
|
|
114 |
|
|
|
(24 |
) |
|
|
126 |
|
|
|
(66 |
) |
|
|
22 |
|
Depreciaton and Amortization |
|
|
26 |
|
|
|
26 |
|
|
|
25 |
|
|
|
25 |
|
|
|
26 |
|
|
|
24 |
|
|
|
31 |
|
|
|
33 |
|
|
|
42 |
|
|
|
43 |
|
EBITDA |
|
|
26 |
|
|
|
77 |
|
|
|
75 |
|
|
|
115 |
|
|
|
176 |
|
|
|
138 |
|
|
|
7 |
|
|
|
159 |
|
|
|
(24 |
) |
|
|
65 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory Adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48 |
|
|
|
48 |
|
Hurricane Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
Legal Settlement(Donning & Doffing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
— |
|
| |
|
|
Adjusted EBITDA |
|
|
26 |
|
|
|
77 |
|
|
|
75 |
|
|
|
115 |
|
|
|
176 |
|
|
|
138 |
|
|
|
7 |
|
|
|
159 |
|
|
|
28 |
|
|
|
114 |
|
| |
|
|
Non GAAP Financial Statement Reconciliation
Last Twelve Months
($ in millions)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Qtr |
|
4TH |
|
|
1ST |
|
|
2ND |
|
|
3RD |
|
|
|
|
| Year |
|
2008 |
|
|
2009 |
|
|
2009 |
|
|
2009 |
|
|
LTM |
|
| Description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Net Income (Loss) |
|
|
(51.8 |
) |
|
|
(6.7 |
) |
|
|
26.2 |
|
|
|
43.0 |
|
|
|
10.7 |
|
Add: Interest Income (Expense) |
|
|
2.4 |
|
|
|
3.2 |
|
|
|
2.5 |
|
|
|
2.0 |
|
|
|
10.1 |
|
Income Taxes Expenses (Benefit) |
|
|
(34.9 |
) |
|
|
(3.4 |
) |
|
|
14.4 |
|
|
|
24.4 |
|
|
|
0.5 |
|
| |
|
|
EBIT |
|
|
(84.3 |
) |
|
|
(6.9 |
) |
|
|
43.1 |
|
|
|
69.5 |
|
|
|
21.4 |
|
Depreciation and Amortization |
|
|
10.8 |
|
|
|
10.9 |
|
|
|
10.8 |
|
|
|
10.9 |
|
|
|
43.4 |
|
| |
|
|
EBITDA |
|
|
(73.5 |
) |
|
|
4.0 |
|
|
|
53.9 |
|
|
|
80.4 |
|
|
|
64.8 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory Adjustment |
|
|
48.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48.0 |
|
Hurricane Cost |
|
|
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
(24.5 |
) |
|
|
4.0 |
|
|
|
53.9 |
|
|
|
80.4 |
|
|
|
113.8 |
|
| |
|
|
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) The following exhibits are filed with this Current Report:
| |
|
|
| Exhibit No. |
|
Description |
|
|
|
99.1
|
|
Transcript of Investor Conference held October 29, 2009. |
|
|
|
99.2
|
|
Presentation for Investor Conference held October 29, 2009. |
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 hereunto duly authorized.
| |
|
|
|
|
| |
SANDERSON FARMS, INC.
(Registrant)
|
|
| Date: November 5, 2009 |
By: |
/s/ D. Michael Cockrell
|
|
| |
|
D. Michael Cockrell |
|
| |
|
Treasurer and Chief Financial Officer |
|
| |
EXHIBIT INDEX
| |
|
|
| Exhibit No. |
|
Description |
|
|
|
99.1
|
|
Transcript of Investor Conference held October 29, 2009. |
|
|
|
99.2
|
|
Presentation for Investor Conference held October 29, 2009. |