SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 3, 2015
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________________ to __________________________
Seaboard Corporation
(Exact name of registrant as specified in its charter)
Delaware |
|
1-3390 |
|
04-2260388 |
(State or other jurisdiction of |
|
(Commission |
|
(I.R.S. Employer |
incorporation) |
File Number) |
Identification No.) |
9000 West 67th Street, Shawnee Mission, Kansas |
66202 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code (913) 676-8800
Not Applicable
(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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ |
Accelerated Filer ☐ |
Non-Accelerated Filer ☐ (Do not check if a smaller reporting company) |
Smaller Reporting Company ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ .
There were 1,170,550 shares of common stock, $1.00 par value per share, outstanding on October 30, 2015.
1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Thousands of dollars except share and per share amounts)
(Unaudited)
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
October 3, |
|
September 27, |
|
October 3, |
|
September 27, |
|
||||
|
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Products (includes sales to affiliates of $240,544, $205,644, $664,714 and $580,661) |
|
$ |
1,139,144 |
|
$ |
1,350,329 |
|
$ |
3,464,235 |
|
$ |
3,981,200 |
|
Service revenues |
|
|
242,732 |
|
|
218,988 |
|
|
743,687 |
|
|
655,148 |
|
Other |
|
|
28,897 |
|
|
53,324 |
|
|
83,095 |
|
|
160,520 |
|
Total net sales |
|
|
1,410,773 |
|
|
1,622,641 |
|
|
4,291,017 |
|
|
4,796,868 |
|
Cost of sales and operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
|
1,076,488 |
|
|
1,228,624 |
|
|
3,276,576 |
|
|
3,583,456 |
|
Services |
|
|
223,002 |
|
|
198,276 |
|
|
666,318 |
|
|
595,265 |
|
Other |
|
|
21,440 |
|
|
34,798 |
|
|
65,587 |
|
|
134,189 |
|
Total cost of sales and operating expenses |
|
|
1,320,930 |
|
|
1,461,698 |
|
|
4,008,481 |
|
|
4,312,910 |
|
Gross income |
|
|
89,843 |
|
|
160,943 |
|
|
282,536 |
|
|
483,958 |
|
Selling, general and administrative expenses |
|
|
66,892 |
|
|
64,857 |
|
|
200,084 |
|
|
188,330 |
|
Operating income |
|
|
22,951 |
|
|
96,086 |
|
|
82,452 |
|
|
295,628 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(3,630) |
|
|
(8,408) |
|
|
(11,920) |
|
|
(17,084) |
|
Interest income |
|
|
1,700 |
|
|
2,344 |
|
|
7,625 |
|
|
11,148 |
|
Interest income from affiliates |
|
|
7,082 |
|
|
6,775 |
|
|
21,321 |
|
|
20,011 |
|
Income from affiliates |
|
|
16,026 |
|
|
9,892 |
|
|
39,062 |
|
|
25,293 |
|
Other investment income (loss), net |
|
|
(26,192) |
|
|
(2,990) |
|
|
(22,380) |
|
|
370 |
|
Foreign currency gains (losses), net |
|
|
(152) |
|
|
(530) |
|
|
1,623 |
|
|
(9,217) |
|
Gain on sale of controlling interest in subsidiary |
|
|
- |
|
|
64,392 |
|
|
- |
|
|
64,392 |
|
Miscellaneous, net |
|
|
(4,667) |
|
|
655 |
|
|
(5,577) |
|
|
(1,598) |
|
Total other income (loss), net |
|
|
(9,833) |
|
|
72,130 |
|
|
29,754 |
|
|
93,315 |
|
Earnings before income taxes |
|
|
13,118 |
|
|
168,216 |
|
|
112,206 |
|
|
388,943 |
|
Income tax expense |
|
|
(10,317) |
|
|
(63,536) |
|
|
(44,167) |
|
|
(140,421) |
|
Net earnings |
|
$ |
2,801 |
|
$ |
104,680 |
|
$ |
68,039 |
|
$ |
248,522 |
|
Less: Net loss (income) attributable to noncontrolling interests |
|
|
226 |
|
|
469 |
|
|
(459) |
|
|
(576) |
|
Net earnings attributable to Seaboard |
|
$ |
3,027 |
|
$ |
105,149 |
|
$ |
67,580 |
|
$ |
247,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share |
|
$ |
2.59 |
|
$ |
89.83 |
|
$ |
57.73 |
|
$ |
209.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of income tax benefit of $730, $1,506, $1,554 and $11,894: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
(7,001) |
|
|
(3,120) |
|
|
(21,795) |
|
|
(32,685) |
|
Unrealized gain (loss) on investments |
|
|
(342) |
|
|
(105) |
|
|
332 |
|
|
919 |
|
Unrealized gain on cash flow hedges |
|
|
- |
|
|
149 |
|
|
- |
|
|
235 |
|
Unrecognized pension cost |
|
|
938 |
|
|
320 |
|
|
3,165 |
|
|
960 |
|
Other comprehensive loss, net of tax |
|
$ |
(6,405) |
|
$ |
(2,756) |
|
$ |
(18,298) |
|
$ |
(30,571) |
|
Comprehensive income (loss) |
|
|
(3,604) |
|
|
101,924 |
|
|
49,741 |
|
|
217,951 |
|
Less: Comprehensive loss (income) attributable to the noncontrolling interests |
|
|
226 |
|
|
476 |
|
|
(528) |
|
|
(568) |
|
Comprehensive income (loss) attributable to Seaboard |
|
$ |
(3,378) |
|
$ |
102,400 |
|
$ |
49,213 |
|
$ |
217,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of shares outstanding |
|
|
1,170,550 |
|
|
1,170,550 |
|
|
1,170,550 |
|
|
1,181,217 |
|
See accompanying notes to condensed consolidated financial statements.
2
SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Thousands of dollars except share and per share amounts)
(Unaudited)
|
|
October 3, |
|
December 31, |
|
||
|
|
2015 |
|
2014 |
|
||
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
49,208 |
|
$ |
36,459 |
|
Short-term investments |
|
|
689,443 |
|
|
490,566 |
|
Receivables, net of allowance |
|
|
456,100 |
|
|
633,965 |
|
Inventories |
|
|
694,249 |
|
|
736,302 |
|
Deferred income taxes |
|
|
56,042 |
|
|
45,647 |
|
Other current assets |
|
|
115,894 |
|
|
110,053 |
|
Total current assets |
|
|
2,060,936 |
|
|
2,052,992 |
|
Net property, plant and equipment |
|
|
842,113 |
|
|
846,757 |
|
Investments in and advances to affiliates |
|
|
635,949 |
|
|
543,411 |
|
Notes receivable from affiliates |
|
|
196,087 |
|
|
197,270 |
|
Other assets |
|
|
69,148 |
|
|
51,328 |
|
Total Assets |
|
$ |
3,804,233 |
|
$ |
3,691,758 |
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Notes payable to banks |
|
$ |
104,465 |
|
$ |
75,524 |
|
Accounts payable |
|
|
204,950 |
|
|
214,218 |
|
Deferred revenue |
|
|
76,896 |
|
|
51,158 |
|
Other current liabilities |
|
|
327,215 |
|
|
293,932 |
|
Total current liabilities |
|
|
713,526 |
|
|
634,832 |
|
Deferred income taxes |
|
|
71,920 |
|
|
95,538 |
|
Other liabilities and deferred credits |
|
|
234,492 |
|
|
226,677 |
|
Total non-current liabilities |
|
|
306,412 |
|
|
322,215 |
|
Commitments and contingent liabilities |
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
Common stock of $1 par value. Authorized 1,250,000 shares; issued and outstanding 1,170,550 shares |
|
|
1,171 |
|
|
1,171 |
|
Accumulated other comprehensive loss |
|
|
(270,935) |
|
|
(252,637) |
|
Retained earnings |
|
|
3,049,382 |
|
|
2,981,802 |
|
Total Seaboard stockholders’ equity |
|
|
2,779,618 |
|
|
2,730,336 |
|
Noncontrolling interests |
|
|
4,677 |
|
|
4,375 |
|
Total equity |
|
|
2,784,295 |
|
|
2,734,711 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
3,804,233 |
|
$ |
3,691,758 |
|
See accompanying notes to condensed consolidated financial statements.
3
SEABOARD CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Thousands of dollars)
(Unaudited)
|
|
Nine Months Ended |
|
||||
|
|
October 3, |
|
September 27, |
|
||
|
|
2015 |
|
2014 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
Net earnings |
|
$ |
68,039 |
|
$ |
248,522 |
|
Adjustments to reconcile net earnings to cash from operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
68,742 |
|
|
69,322 |
|
Gain from sale of fixed assets |
|
|
(500) |
|
|
(1,631) |
|
Gain from sale of power generating facility assets |
|
|
- |
|
|
(4,953) |
|
Deferred income taxes |
|
|
(32,535) |
|
|
14,690 |
|
Pay-in-kind interest and accretion on notes receivable from affiliates |
|
|
(13,074) |
|
|
(11,511) |
|
Income from affiliates |
|
|
(39,062) |
|
|
(25,293) |
|
Dividends received from affiliates |
|
|
35,610 |
|
|
1,823 |
|
Other investment income (loss), net |
|
|
22,380 |
|
|
(370) |
|
Gain on sale of controlling interest in a subsidiary |
|
|
- |
|
|
(64,392) |
|
Other, net |
|
|
2,179 |
|
|
(735) |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
Receivables, net of allowance |
|
|
176,705 |
|
|
89,718 |
|
Inventories |
|
|
29,964 |
|
|
(74,971) |
|
Other current assets |
|
|
(8,681) |
|
|
3,781 |
|
Current liabilities, exclusive of debt |
|
|
40,352 |
|
|
22,016 |
|
Other, net |
|
|
15,814 |
|
|
17,250 |
|
Net cash from operating activities |
|
|
365,933 |
|
|
283,266 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Purchase of short-term investments |
|
|
(674,647) |
|
|
(922,902) |
|
Proceeds from the sale of short-term investments |
|
|
434,343 |
|
|
842,294 |
|
Proceeds from the maturity of short-term investments |
|
|
23,631 |
|
|
5,794 |
|
Capital expenditures |
|
|
(95,992) |
|
|
(94,665) |
|
Proceeds from the sale of fixed assets |
|
|
24,276 |
|
|
2,639 |
|
Proceeds from the sale of power generating facility assets |
|
|
- |
|
|
7,715 |
|
Investments in and advances to affiliates, net |
|
|
(77,677) |
|
|
(22,083) |
|
Purchase of long-term investments |
|
|
(25,690) |
|
|
(2,333) |
|
Proceeds from the sale of controlling interest in a subsidiary |
|
|
- |
|
|
72,500 |
|
Other, net |
|
|
5,554 |
|
|
2,757 |
|
Net cash from investing activities |
|
|
(386,202) |
|
|
(108,284) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Notes payable to banks, net |
|
|
32,968 |
|
|
(31,815) |
|
Principal payments of long-term debt |
|
|
- |
|
|
(91,403) |
|
Repurchase of common stock |
|
|
- |
|
|
(53,781) |
|
Other, net |
|
|
(226) |
|
|
(48) |
|
Net cash from financing activities |
|
|
32,742 |
|
|
(177,047) |
|
Effect of exchange rate change on cash |
|
|
276 |
|
|
3,043 |
|
Net change in cash and cash equivalents |
|
|
12,749 |
|
|
978 |
|
Cash and cash equivalents at beginning of year |
|
|
36,459 |
|
|
55,055 |
|
Cash and cash equivalents at end of period |
|
$ |
49,208 |
|
$ |
56,033 |
|
See accompanying notes to condensed consolidated financial statements.
4
SEABOARD CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 – Accounting Policies and Basis of Presentation
The Condensed Consolidated Financial Statements include the accounts of Seaboard Corporation and its domestic and foreign subsidiaries (“Seaboard”). All significant intercompany balances and transactions have been eliminated in consolidation. Seaboard’s investments in non-consolidated affiliates are accounted for by the equity method. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements of Seaboard for the year ended December 31, 2014 as filed in its Annual Report on Form 10-K. Seaboard’s first three quarterly periods include approximately 13 weekly periods ending on the Saturday closest to the end of March, June and September. Seaboard’s year-end is December 31.
The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments (consisting only of normal recurring adjustments) 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. As Seaboard conducts its commodity trading business with third parties, consolidated subsidiaries and non-consolidated affiliates on an interrelated basis, gross margin on non-consolidated affiliates cannot be clearly distinguished without making numerous assumptions primarily with respect to mark-to-market accounting for commodity derivatives.
Use of Estimates
The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles ("GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include those related to allowance for doubtful accounts, valuation of inventories, impairment of long-lived assets, potential write-down related to investments in and advances to affiliates and notes receivable from affiliates, income taxes and accrued pension liability. Actual results could differ from those estimates.
Supplemental Non-Cash Transactions
Seaboard has notes receivable from affiliates which accrue pay-in-kind interest income, primarily from one affiliate as discussed in Note 9. Seaboard recognized $4,309,000 and $13,074,000 of non-cash, pay-in-kind interest income and accretion of discount for the three and nine months ended October 3, 2015, respectively, and $3,976,000 and $11,511,000 for the three and nine months ended September 27, 2014, respectively, related to these notes receivable.
As more fully described in Note 9, as of September 27, 2014 Seaboard’s Pork segment sold to Triumph Foods LLC (“Triumph”) a 50% interest in its processed meats division, Daily’s Premium Meats, LLC (“Daily’s”). As a result, Seaboard deconsolidated Daily’s from its Condensed Consolidated Balance Sheet as of September 27, 2014. The following table summarizes the non-cash transactions resulting from this deconsolidation:
(Thousands of dollars) |
September 27, 2014 |
|||
Decrease in net working capital |
|
$ |
19,349 |
|
Increase in investment in and advances to affiliates |
|
|
(72,500) |
|
Decrease in fixed assets |
|
|
16,038 |
|
Decrease in goodwill |
|
|
28,372 |
|
Decrease in other intangible assets, net (not subject to amortization) |
|
|
17,000 |
|
Decrease in noncontrolling interest |
|
|
(151) |
|
Gain on sale of controlling interest in subsidiary |
|
|
64,392 |
|
Net proceeds from sale of controlling interest in subsidiary |
|
$ |
72,500 |
|
5
Recently Issued Accounting Standards Not Yet Adopted
In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance to develop a single, comprehensive revenue recognition model for all contracts with customers. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. Seaboard is currently evaluating the impact this new guidance will have on its consolidated financial statements and related disclosures. Seaboard will be required to adopt this guidance on January 1, 2018 and it is currently anticipated that Seaboard will apply this guidance using the cumulative effect transition method.
In July 2015, the FASB issued guidance to simplify the subsequent measurement of inventory; excluding inventory measured using last-in, first out or the retail inventory method. Under the new standard, inventory should be at the lower of cost and net realizable value. The new guidance is effective for interim and annual periods beginning after December 15, 2016 with early adoption permitted. Seaboard is analyzing the impact of this new standard and, at this time, cannot estimate the impact of adoption on net earnings.
Change in Accounting Method
During the second quarter of 2015, Seaboard invested an additional $10,000,000 in a business operating a 300 megawatt electricity generating facility in the Dominican Republic. This investment increased Seaboard's ownership interest to 29.9% from less than 20%. Seaboard's previous investment of $5,910,000 was accounted for using the cost method and as a result of this additional investment, Seaboard changed its accounting method to the equity method. This change in accounting requires Seaboard to present its prior period financial results to reflect the equity method of accounting from the date of the initial investment which resulted in a $12,691,000 adjustment to retained earnings and a corresponding increase to its investment as of January 1, 2014. The results for the three and nine months ended October 3, 2015 and September 27, 2014, which represents Seaboard's portion of the income (losses) incurred by the investee were not material. There is no tax impact to Seaboard on these amounts. See Note 9 for more information.
Note 2 – Investments
Seaboard’s short-term investments are treated as either available-for-sale securities or trading securities. All of Seaboard’s available-for-sale and trading securities are classified as current assets as they are readily available to support Seaboard’s current operating needs. Available-for-sale securities are recorded at their estimated fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive loss. Trading securities are recorded at their estimated fair value with unrealized gains and losses reflected in other investment income (loss), net. At October 3, 2015, money market funds included $970,000 denominated in British pounds and $147,000 denominated in Canadian dollars.
The following is a summary of the amortized cost and estimated fair value of short-term investments for both available-for-sale and trading securities at October 3, 2015 and December 31, 2014.
|
|
October 3, 2015 |
|
December 31, 2014 |
|
||||||||
|
|
Amortized |
|
Fair |
|
Amortized |
|
Fair |
|
||||
(Thousands of dollars) |
|
Cost |
|
Value |
|
Cost |
|
Value |
|
||||
Money market funds |
|
$ |
100,648 |
|
$ |
100,648 |
|
$ |
142,432 |
|
$ |
142,432 |
|
Corporate bonds |
|
|
- |
|
|
- |
|
|
11,000 |
|
|
11,015 |
|
U.S. Government agency securities |
|
|
- |
|
|
- |
|
|
9,684 |
|
|
9,666 |
|
Other available-for-sale securities |
|
|
- |
|
|
- |
|
|
3,933 |
|
|
3,983 |
|
Total available-for-sale short-term investments |
|
|
100,648 |
|
|
100,648 |
|
|
167,049 |
|
|
167,096 |
|
Domestic equity securities |
|
|
167,770 |
|
|
158,815 |
|
|
- |
|
|
- |
|
High yield debt securities |
|
|
125,347 |
|
|
122,178 |
|
|
187,491 |
|
|
181,483 |
|
Domestic equity mutual funds |
|
|
86,309 |
|
|
80,525 |
|
|
83,809 |
|
|
82,542 |
|
Domestic equity ETFs |
|
|
78,925 |
|
|
77,443 |
|
|
31,307 |
|
|
32,651 |
|
Foreign equity securities |
|
|
78,876 |
|
|
76,669 |
|
|
- |
|
|
- |
|
Money market funds held in trading accounts |
|
|
40,152 |
|
|
40,152 |
|
|
21,401 |
|
|
21,401 |
|
Foreign equity mutual fund |
|
|
20,000 |
|
|
19,831 |
|
|
- |
|
|
- |
|
Collateralized loan obligation |
|
|
10,000 |
|
|
9,791 |
|
|
- |
|
|
- |
|
Other trading securities |
|
|
4,651 |
|
|
3,391 |
|
|
6,173 |
|
|
5,393 |
|
Total trading short-term investments |
|
|
612,030 |
|
|
588,795 |
|
|
330,181 |
|
|
323,470 |
|
Total short-term investments |
|
$ |
712,678 |
|
$ |
689,443 |
|
$ |
497,230 |
|
$ |
490,566 |
|
6
Unrealized losses related to trading securities for the three and nine months ended October 3, 2015 were $22,377,000 and $20,902,000, respectively, and $3,774,000 and $3,149,000 for the three and nine months ended September 27, 2014, respectively.
In addition to its short-term investments, Seaboard also has trading securities related to Seaboard’s deferred compensation plans classified in other current assets in the Condensed Consolidated Balance Sheets. See Note 5 to the Condensed Consolidated Financial Statements for information on the types of trading securities held related to the deferred compensation plans.
Note 3 – Inventories
The following is a summary of inventories at October 3, 2015 and December 31, 2014:
|
|
October 3, |
|
December 31, |
|
||
(Thousands of dollars) |
|
2015 |
|
2014 |
|
||
At lower of LIFO cost or market: |
|
|
|
|
|
|
|
Live hogs and materials |
|
$ |
202,968 |
|
$ |
208,641 |
|
Fresh pork and materials |
|
|
29,997 |
|
|
28,573 |
|
|
|
|
232,965 |
|
|
237,214 |
|
LIFO adjustment |
|
|
(31,847) |
|
|
(36,560) |
|
Total inventories at lower of LIFO cost or market |
|
|
201,118 |
|
|
200,654 |
|
At lower of FIFO cost or market: |
|
|
|
|
|
|
|
Grains, oilseeds and other commodities |
|
|
296,827 |
|
|
320,066 |
|
Sugar produced and in process |
|
|
49,306 |
|
|
48,863 |
|
Other |
|
|
55,581 |
|
|
57,344 |
|
Total inventories at lower of FIFO cost or market |
|
|
401,714 |
|
|
426,273 |
|
Grain, flour and feed at lower of weighted average cost or market |
|
|
91,417 |
|
|
109,375 |
|
Total inventories |
|
$ |
694,249 |
|
$ |
736,302 |
|
Note 4 – Income Taxes
Seaboard’s tax returns are regularly audited by federal, state and foreign tax authorities, which may result in material adjustments. Seaboard’s U.S. federal income tax years are closed through 2011. There have not been any material changes in unrecognized income tax benefits since December 31, 2014. Interest and penalties related to unrecognized tax benefits were not material for the nine months ended October 3, 2015.
Note 5 – Derivatives and Fair Value of Financial Instruments
U.S. GAAP discusses valuation techniques, such as the market approach (prices and other relevant information generated by market conditions involving identical or comparable assets or liabilities), the income approach (techniques to convert future amounts to single present amounts based on market expectations including present value techniques and option-pricing), and the cost approach (amount that would be required to replace the service capacity of an asset, which is often referred to as replacement cost). U.S. GAAP utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
7
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
The following table shows assets and liabilities measured at fair value on a recurring basis as of October 3, 2015 and also the level within the fair value hierarchy used to measure each category of assets and liabilities. Seaboard uses the end of the reporting period to determine if there were any transfers between levels. There were no transfers between levels that occurred in the first nine months of 2015. The trading securities classified as other current assets below are assets held for Seaboard’s deferred compensation plans.
|
|
Balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
October 3, |
|
|
|
|
|
|
|
|
|
|
|
(Thousands of dollars) |
|
2015 |
|
Level 1 |
Level 2 |
Level 3 |
|
||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
100,648 |
|
$ |
100,648 |
|
$ |
- |
|
$ |
- |
|
Trading securities – short term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic equity securities |
|
|
158,815 |
|
|
158,815 |
|
|
- |
|
|
- |
|
High yield debt securities |
|
|
122,178 |
|
|
- |
|
|
122,178 |
|
|
- |
|
Domestic equity mutual funds |
|
|
80,525 |
|
|
80,525 |
|
|
- |
|
|
- |
|
Domestic equity ETFs |
|
|
77,443 |
|
|
77,443 |
|
|
- |
|
|
- |
|
Foreign equity securities |
|
|
76,669 |
|
|
76,669 |
|
|
- |
|
|
- |
|
Money market funds held in trading accounts |
|
|
40,152 |
|
|
40,152 |
|
|
- |
|
|
- |
|
Foreign equity mutual fund |
|
|
19,831 |
|
|
19,831 |
|
|
- |
|
|
- |
|
Collateralized loan obligation |
|
|
9,791 |
|
|
- |
|
|
9,791 |
|
|
- |
|
Other trading securities |
|
|
3,391 |
|
|
2,187 |
|
|
1,204 |
|
|
- |
|
Trading securities – other current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic equity securities |
|
|
34,044 |
|
|
34,044 |
|
|
- |
|
|
- |
|
Foreign equity securities |
|
|
6,246 |
|
|
6,246 |
|
|
- |
|
|
- |
|
Fixed income mutual funds |
|
|
3,366 |
|
|
3,366 |
|
|
- |
|
|
- |
|
Other |
|
|
3,104 |
|
|
2,617 |
|
|
487 |
|
|
- |
|
Derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodities (1) |
|
|
9,639 |
|
|
9,639 |
|
|
- |
|
|
- |
|
Foreign currencies |
|
|
1,715 |
|
|
- |
|
|
1,715 |
|
|
- |
|
Total Assets |
|
$ |
747,557 |
|
$ |
612,182 |
|
$ |
135,375 |
|
$ |
- |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodities (1) |
|
$ |
21,739 |
|
$ |
21,739 |
|
$ |
- |
|
$ |
- |
|
Interest rate swaps |
|
|
8,714 |
|
|
- |
|
|
8,714 |
|
|
- |
|
Foreign currencies |
|
|
1,417 |
|
|
- |
|
|
1,417 |
|
|
- |
|
Total Liabilities |
|
$ |
31,870 |
|
$ |
21,739 |
|
$ |
10,131 |
|
$ |
- |
|
(1) |
Seaboard’s commodity derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of October 3, 2015, the commodity derivatives had a margin account balance of $34,852,000 resulting in a net other current asset in the Condensed Consolidated Balance Sheet of $22,949,000 and a net other current liability of $197,000. |
8
The following table shows assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and also the level within the fair value hierarchy used to measure each category of assets.
|
|
Balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|
(Thousands of dollars) |
|
2014 |
|
Level 1 |
Level 2 |
Level 3 |
|
||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities – short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
142,432 |
|
$ |
142,432 |
|
$ |
- |
|
$ |
- |
|
Corporate bonds |
|
|
11,015 |
|
|
- |
|
|
11,015 |
|
|
- |
|
U.S. Government agency securities |
|
|
9,666 |
|
|
- |
|
|
9,666 |
|
|
- |
|
Other available-for-sale securities |
|
|
3,983 |
|
|
- |
|
|
3,983 |
|
|
- |
|
Trading securities – short term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
High yield debt securities |
|
|
181,483 |
|
|
- |
|
|
181,483 |
|
|
- |
|
Domestic equity mutual fund |
|
|
82,542 |
|
|
82,542 |
|
|
- |
|
|
- |
|
Domestic equity ETF |
|
|
32,651 |
|
|
32,651 |
|
|
- |
|
|
- |
|
Money market funds held in trading accounts |
|
|
21,401 |
|
|
21,401 |
|
|
- |
|
|
- |
|
Other trading securities |
|
|
5,393 |
|
|
2,614 |
|
|
2,779 |
|
|
- |
|
Trading securities – other current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic equity securities |
|
|
33,857 |
|
|
33,857 |
|
|
- |
|
|
- |
|
Foreign equity securities |
|
|
6,532 |
|
|
6,532 |
|
|
- |
|
|
- |
|
Fixed income mutual funds |
|
|
4,570 |
|
|
4,570 |
|
|
- |
|
|
- |
|
Other |
|
|
2,676 |
|
|
2,405 |
|
|
271 |
|
|
- |
|
Derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodities (1) |
|
|
6,136 |
|
|
6,136 |
|
|
- |
|
|
- |
|
Foreign currencies |
|
|
1,675 |
|
|
- |
|
|
1,675 |
|
|
- |
|
Total Assets |
|
$ |
546,012 |
|
$ |
335,140 |
|
$ |
210,872 |
|
$ |
- |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodities (1) |
|
$ |
1,779 |
|
$ |
1,779 |
|
$ |
- |
|
$ |
- |
|
Interest rate swaps |
|
|
7,715 |
|
|
- |
|
|
7,715 |
|
|
- |
|
Foreign currencies |
|
|
407 |
|
|
- |
|
|
407 |
|
|
- |
|
Total Liabilities |
|
$ |
9,901 |
|
$ |
1,779 |
|
$ |
8,122 |
|
$ |
- |
|
(1) |
Seaboard’s commodity derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of December 31, 2014, the commodity derivatives had a margin account balance of $4,314,000 resulting in a net other current asset in the Condensed Consolidated Balance Sheet of $9,267,000 and a net other current liability of $596,000. |
Financial instruments consisting of cash and cash equivalents, net receivables, notes payable, and accounts payable are carried at cost, which approximates fair value, as a result of the short-term nature of the instruments. The amortized cost and estimated fair values of investments at October 3, 2015 and December 31, 2014 are presented in Note 2.
While management believes its derivatives are primarily economic hedges of its firm purchase and sales contracts or anticipated sales contracts, Seaboard does not perform the extensive record-keeping required to account for these types of transactions as hedges for accounting purposes. Since the derivatives discussed below are not accounted for as hedges, fluctuations in the related commodity prices, currency exchange rates and interest rates could have a material impact on earnings in any given period. Seaboard also enters into speculative derivative transactions not directly related to its raw material requirements. The nature of Seaboard’s market risk exposure has not changed materially since December 31, 2014.
Commodity Instruments
Seaboard uses various derivative futures and options to manage its risk to price fluctuations for raw materials and other inventories, finished product sales and firm sales commitments. At October 3, 2015, Seaboard had open net derivative
9
contracts to purchase 17,228,000 bushels of grain, 9,438,000 pounds of sugar, 7,960,000 pounds of hogs, 7,260,000 pounds of soybean oil, 704,000 pounds of dry whey powder, 276,000 tons of soybean meal and 40,000 pounds of cheese and open net derivative contracts to sell 2,940,000 gallons of heating oil. At December 31, 2014, Seaboard had open net derivative contracts to purchase 19,800,000 pounds of hogs, 19,620,000 pounds of soybean oil, 15,551,000 pounds of sugar, 10,697,000 bushels of grain, 88,000 pounds of dry whey powder and 85,000 tons of soybean meal and open net derivative contracts to sell 4,326,000 gallons of heating oil. Commodity derivatives are recorded at fair value with any changes in fair value being marked-to-market as a component of cost of sales in the Condensed Consolidated Statements of Comprehensive Income.
Foreign Currency Exchange Agreements
Seaboard enters into foreign currency exchange agreements to manage the foreign currency exchange rate risk with respect to certain transactions denominated in foreign currencies. Foreign currency exchange agreements that are primarily related to an underlying commodity transaction are recorded at fair value with changes in value marked-to-market as a component of cost of sales in the Condensed Consolidated Statements of Comprehensive Income. Foreign currency exchange agreements that are not related to an underlying commodity transaction are recorded at fair value with changes in value marked-to-market as a component of foreign currency gains (losses), net in the Condensed Consolidated Statements of Comprehensive Income.
At October 3, 2015 and December 31, 2014, Seaboard had trading foreign currency exchange agreements to cover a portion of its firm sales and purchase commitments and related trade receivables and payables with net notional amounts of $66,084,000 and $143,961,000, respectively, primarily related to the South African rand.
Interest Rate Exchange Agreements
During 2014, Seaboard initially put into place four, approximately eight-year interest rate exchange agreements with mandatory early termination dates in the second half of 2014 and early 2015 for one of the agreements. During 2014 and 2015, these interest rate exchange agreements were terminated and replaced, each with a mandatory early termination date, which coincides with the revised anticipated delivery dates in 2015 and 2016 of dry bulk vessels to be leased, and have similar terms as the original agreements terminated. In June 2015, one agreement was terminated and not renewed with the delivery of a bulk vessel now leased. Payments made by Seaboard to unwind these agreements were not material. These exchange agreements involve the exchange of fixed-rate and variable-rate interest payments without the exchange of the underlying notional amounts to mitigate the potential effects of fluctuations in interest rates on the anticipated four dry bulk vessel leases in 2015 and 2016. Seaboard pays a fixed rate and receives a variable rate of interest on these three notional amounts outstanding of $22,000,000 each. In 2010, Seaboard entered into three ten-year interest rate exchange agreements, which involve the exchange of fixed-rate and variable-rate interest payments over the life of the agreements without the exchange of the underlying notional amounts, to mitigate the effects of fluctuations in interest rates on variable rate debt. Seaboard pays a fixed rate and receives a variable rate of interest on these three notional amounts of $25,000,000 each. All of Seaboard’s outstanding interest rate exchange agreements do not qualify as hedges for accounting purposes. Accordingly, the changes in fair value of these agreements are recorded in miscellaneous, net in the Condensed Consolidated Statements of Comprehensive Income. At October 3, 2015 and December 31, 2014, Seaboard had six and seven interest rate exchange agreements outstanding respectively, with a total notional value of $141,000,000 and $163,000,000, respectively.
Counterparty Credit Risk
From time to time Seaboard is subject to counterparty credit risk, related to its foreign currency exchange agreements and interest rate swaps, should the counterparties fail to perform according to the terms of the contracts. As of October 3, 2015, Seaboard had a maximum amount of loss due to credit risk in the amount of $1,715,000 with three counterparties related to foreign currency exchange agreements and no counterparty credit risk related to the interest rate swaps. Seaboard does not hold any collateral related to these agreements.
10
The following table provides the amount of gain or (loss) recognized in income for each type of derivative and where it was recognized in the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended October 3, 2015 and September 27, 2014.
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
|
|
October 3, |
|
September 27, |
|
October 3, |
|
September 27, |
|
||||
(Thousands of dollars) |
|
|
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
||||
Commodities |
|
Cost of sales |
|
$ |
(15,945) |
|
$ |
(296) |
|
$ |
(18,007) |
|
$ |
3,082 |
|
Foreign currencies |
|
Cost of sales |
|
|
3,820 |
|
|
1,957 |
|
|
5,241 |
|
|
4,770 |
|
Foreign currencies |
|
Foreign currency |
|
|
352 |
|
|
3,145 |
|
|
1,954 |
|
|
2,725 |
|
Interest rate |
|
Miscellaneous, net |
|
|
(4,994) |
|
|
91 |
|
|
(6,117) |
|
|
(3,804) |
|
The following table provides the fair value of each type of derivative held as of October 3, 2015 and December 31, 2014 and where each derivative is included in the Condensed Consolidated Balance Sheets.
|
|
|
|
Asset Derivatives |
|
|
|
Liability Derivatives |
|
||||||||
|
|
|
|
October 3, |
|
December 31, |
|
|
|
October 3, |
|
December 31, |
|
||||
(Thousands of dollars) |
|
|
|
2015 |
|
2014 |
|
|
|
2015 |
|
2014 |
|
||||
Commodities(1) |
|
Other current assets |
|
$ |
9,639 |
|
$ |
6,136 |
|
Other current liabilities |
|
$ |
21,739 |
|
$ |
1,779 |
|
Foreign currencies |
|
Other current assets |
|
|
1,715 |
|
|
1,675 |
|
Other current liabilities |
|
|
1,417 |
|
|
407 |
|
Interest rate |
|
Other current assets |
|
|
- |
|
|
- |
|
Other current liabilities |
|
|
8,714 |
|
|
7,715 |
|
(1) |
Seaboard’s commodity derivative assets and liabilities are presented in the Condensed Consolidated Balance Sheets on a net basis, including netting the derivatives with the related margin accounts. As of October 3, 2015 and December 31, 2014, the commodity derivatives had a margin account balance of $34,852,000 and $4,314,000, respectively, resulting in a net other current asset in the Condensed Consolidated Balance Sheets of $22,949,000 and $9,267,000, respectively and a net other current liability of $197,000 and $596,000, respectively. |
Seaboard maintains two defined benefit pension plans for its domestic salaried and clerical employees. At this time, no contributions are expected to be made to these plans for the remainder of 2015. Seaboard also sponsors non-qualified, unfunded supplemental executive plans, and has certain individual, non-qualified, unfunded supplemental retirement agreements for certain retired employees. Management has no plans to provide funding for these supplemental plans in advance of when the benefits are paid.
The net periodic benefit cost for all of these plans was as follows:
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
October 3, |
|
September 27, |
|
October 3, |
|
September 27, |
|
||||
(Thousands of dollars) |
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
||||
Components of net periodic benefit cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
2,500 |
|
$ |
1,924 |
|
$ |
7,442 |
|
$ |
5,784 |
|
Interest cost |
|
|
2,592 |
|
|
2,404 |
|
|
7,729 |
|
|
7,225 |
|
Expected return on plan assets |
|
|
(2,179) |
|
|
(2,173) |
|
|
(6,467) |