SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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)
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| Mississippi
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1-14977
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64-0615843 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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127 Flynt Road
Laurel, Mississippi
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39443 |
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(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
EXPLANATORY NOTE
This Form 8-K/A amends the Form 8-K of Sanderson Farms, Inc. (the “Registrant”) dated October 29, 2009 and filed with the Securities and Exchange Commission on November 5, 2009. The sole purpose of the amendment is to furnish the information reported in the original Form 8-K under Item 7.01, rather than reporting it under Item 8.01. Exhibits 99.1 and 99.2 to this Form 8-K/A are identical to Exhibits 99.1 and 99.2, respectively, filed with the original Form 8-K and are included in this Form 8-K/A in their entirety for the sake of completeness.
Section 7
— Regulation FD
Item 7.01
Regulation FD Disclosure.
On October 29, 2009, the Registrant held an investor conference for stockholders, financial
analysts and others. A transcript of the conference is furnished herewith as Exhibit 99.1, and the
written materials are furnished herewith as Exhibit 99.2.
The information in the transcript and the written materials is not to be considered “filed” for purposes of the Securities Exchange Act of 1934 and is not incorporated by reference in the Registrant’s filings under the Securities Act of 1933.
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)
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| Description |
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2000 |
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2001 |
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2002 |
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2003 |
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2004 |
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2005 |
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2006 |
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2007 |
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2008 |
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LTM |
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Net Income(loss) |
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(5 |
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28 |
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29 |
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54 |
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91 |
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71 |
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(12 |
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79 |
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(43 |
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11 |
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Add: Interest Income (Expense) |
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8 |
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6 |
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3 |
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2 |
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1 |
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(1 |
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2 |
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5 |
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8 |
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10 |
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Income Taxes Expense (Benefit) |
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(3 |
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17 |
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18 |
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34 |
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58 |
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44 |
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(14 |
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42 |
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(31 |
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1 |
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EBIT |
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— |
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51 |
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50 |
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90 |
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150 |
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114 |
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(24 |
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126 |
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(66 |
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22 |
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Depreciaton and Amortization |
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26 |
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26 |
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25 |
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25 |
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26 |
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24 |
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31 |
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33 |
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42 |
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43 |
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EBITDA |
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26 |
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77 |
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75 |
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115 |
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176 |
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138 |
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7 |
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159 |
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(24 |
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65 |
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Adjustments: |
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Inventory Adjustment |
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48 |
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48 |
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Hurricane Cost |
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1 |
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1 |
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Legal Settlement(Donning & Doffing) |
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3 |
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— |
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Adjusted EBITDA |
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26 |
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77 |
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75 |
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115 |
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176 |
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138 |
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159 |
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28 |
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114 |
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Non GAAP Financial Statement Reconciliation
Last Twelve Months
($ in millions)
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4TH |
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1ST |
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2ND |
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3RD |
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2008 |
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2009 |
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2009 |
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2009 |
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LTM |
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| Description |
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Net Income (Loss) |
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(51.8 |
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(6.7 |
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26.2 |
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43.0 |
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10.7 |
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Add: Interest Income (Expense) |
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2.4 |
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3.2 |
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2.5 |
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2.0 |
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10.1 |
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Income Taxes Expenses (Benefit) |
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(34.9 |
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(3.4 |
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14.4 |
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24.4 |
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0.5 |
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EBIT |
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(84.3 |
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(6.9 |
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43.1 |
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69.5 |
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21.4 |
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Depreciation and Amortization |
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10.8 |
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10.9 |
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10.8 |
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10.9 |
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43.4 |
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EBITDA |
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(73.5 |
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4.0 |
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53.9 |
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80.4 |
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64.8 |
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Adjustments: |
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Inventory Adjustment |
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48.0 |
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48.0 |
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Hurricane Cost |
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1.00 |
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1.0 |
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Adjusted EBITDA |
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(24.5 |
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4.0 |
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53.9 |
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80.4 |
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113.8 |
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Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) The
following exhibits are furnished with this Current Report: