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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the Quarterly Period Ended April 2, 2005



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File Number: 1-1790



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DI GIORGIO CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 94-0431833                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|380 Middlesex Avenue Carteret, New Jersey                      |  | 07008                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             



(732) 541-5555

(Registrants Telephone Number, Including Area Code)



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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 ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 of the Exchange Act)    Yes ̈No  x



As of May 13, 2005 there were outstanding 78.1158 shares of Class A Common Stock and 76.8690 shares of Class B Common Stock. The aggregate market value of the voting and
non-voting stock held by non-affiliates of the registrant is $0 because all voting and non-voting stock is held by affiliates of the registrant.



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##### Table of Contents

DI GIORGIO CORPORATION AND SUBSIDIARIES



INDEX



|                                                                                                                   |  |                                                                                       |  |   
|------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------- |  | --
|PART 1.                                                                                                            |  | FINANCIAL INFORMATION                                                                 |  |   
|                                                                                                                   |  |                                                                                      
|Item 1.                                                                                                            |  | Financial Statements                                                                  |  |   
|                                                                                                                   | 
|Consolidated Condensed Balance Sheets, January 1, 2005 and April 2, 2005 (Unaudited)                               |  | 1                                                                                    
|                                                                                                                   | 
|Consolidated Condensed Income Statements, Thirteen Weeks Ended March 27, 2004 and April 2, 2005 (Unaudited)        |  | 2                                                                                    
|                                                                                                                   | 
|Consolidated Condensed Statement of Stockholders Equity, Thirteen Weeks Ended April 2, 2005 (Unaudited)           |  | 3                                                                                    
|                                                                                                                   | 
|Consolidated Condensed Statements of Cash Flows, Thirteen Weeks Ended March 27, 2004 and April 2, 2005 (Unaudited) |  | 4                                                                                    
|                                                                                                                   | 
|Notes to Consolidated Condensed Financial Statements (Unaudited)                                                   |  | 5                                                                                    
|                                                                                                                   |  |                                                                                      
|Item 2.                                                                                                            |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 8 
|                                                                                                                   |  |                                                                                      
|Item 3.                                                                                                            |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 11
|                                                                                                                   |  |                                                                                      
|Item 4.                                                                                                            |  | Controls and Procedures                                                               |  | 11
|                                                                                                                   |  |                                                                                      
|PART II.                                                                                                           |  | OTHER INFORMATION                                                                     |  |   
|                                                                                                                   |  |                                                                                      
|Item 1.                                                                                                            |  | Legal Proceedings                                                                     |  | 12
|                                                                                                                   |  |                                                                                      
|Item 2.                                                                                                            |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 12
|                                                                                                                   |  |                                                                                      
|Item 3.                                                                                                            |  | Defaults Upon Senior Securities                                                       |  | 12
|                                                                                                                   |  |                                                                                      
|Item 4.                                                                                                            |  | Submission of Matters to a Vote of Security Holders                                   |  | 12
|                                                                                                                   |  |                                                                                      
|Item 5.                                                                                                            |  | Other Information                                                                     |  | 12
|                                                                                                                   |  |                                                                                      
|Item 6.                                                                                                            |  | Exhibits                                                                              |  | 12
|                                                                                                                   | 
|Signatures                                                                                                         |  | 13                                                                                   



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##### Table of Contents

Di Giorgio Corporation and Subsidiaries

Consolidated Condensed Balance Sheets

(in thousands)



|                                          |  |                 |         |   |               |   |         |  
|----------------------------------------- |  | --------------- | ------- | - | ------------- | - | ------- | -
|                                          |  | January 1, 2005 |         |   | April 2, 2005 |  
|                                          |  |                 |         |   | (unaudited)   |  
|ASSETS                                    |  |                 |         |   |               |   |         |  
|Current Assets:                           |  |                 |         |   |               |   |         |  
|Cash                                      |  | $               | 8,181   |   |               | $ | 8,713   |  
|Accounts and notes receivable-net         |  |                 | 112,902 |   |               |   | 113,523 |  
|Inventories                               |  |                 | 65,838  |   |               |   | 65,027  |  
|Deferred income taxes                     |  |                 | 3,590   |   |               |   | 3,645   |  
|Prepaid expenses                          |  |                 | 5,904   |   |               |   | 3,632   |  
|                                          |  |                 |         |   |               |   |         |  
|Total current assets                      |  |                 | 196,415 |   |               |   | 194,540 |  
|                                          |  |                 |         |   |               |   |         |  
|Property, Plant and Equipment             |  |                 |         |   |               |   |         |  
|Cost                                      |  |                 | 29,695  |   |               |   | 31,069  |  
|Accumulated depreciation and amortization |  |                 | (21,334 | ) |               |   | (21,873 | )
|                                          |  |                 |         |   |               |   |         |  
|Net                                       |  |                 | 8,361   |   |               |   | 9,196   |  
|                                          |  |                 |         |   |               |   |         |  
|Long-term notes receivable                |  |                 | 8,826   |   |               |   | 9,688   |  
|Other assets                              |  |                 | 35,148  |   |               |   | 34,684  |  
|Deferred financing costs-net              |  |                 | 1,655   |   |               |   | 1,480   |  
|Goodwill                                  |  |                 | 68,893  |   |               |   | 68,893  |  
|                                          |  |                 |         |   |               |   |         |  
|Total assets                              |  | $               | 319,298 |   |               | $ | 318,481 |  
|                                          |  |                 |         |   |               |   |         |  
|LIABILITIES & STOCKHOLDERS EQUITY        |  |                 |         |   |               |   |         |  
|Current Liabilities:                      |  |                 |         |   |               |   |         |  
|Revolving credit facility                 |  | $               | 29,119  |   |               | $ | 22,850  |  
|Accounts payable                          |  |                 | 67,806  |   |               |   | 67,599  |  
|Accrued expenses                          |  |                 | 27,419  |   |               |   | 32,311  |  
|Notes and leases payable within one year  |  |                 | 69      |   |               |   | 70      |  
|                                          |  |                 |         |   |               |   |         |  
|Total current liabilities                 |  |                 | 124,413 |   |               |   | 122,830 |  
|                                          |  |                 |         |   |               |   |         |  
|Long-term debt                            |  |                 | 148,300 |   |               |   | 148,300 |  
|Capital lease liability                   |  |                 | 1,808   |   |               |   | 1,790   |  
|Other long-term liabilities               |  |                 | 14,150  |   |               |   | 13,847  |  
|Stockholders Equity:                     |  |                 |         |   |               |   |         |  
|Common stock                              |  |                 |        |   |               |   |        |  
|Additional paid-in-capital                |  |                 | 8,002   |   |               |   | 8,002   |  
|Retained earnings                         |  |                 | 22,625  |   |               |   | 23,712  |  
|                                          |  |                 |         |   |               |   |         |  
|Total stockholders equity                |  |                 | 30,627  |   |               |   | 31,714  |  
|                                          |  |                 |         |   |               |   |         |  
|Total liabilities & stockholders equity  |  | $               | 319,298 |   |               | $ | 318,481 |  
|                                          |  |                 |         |   |               |   |         |  



See Notes to
Consolidated Condensed Financial Statements



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##### Table of Contents

Di Giorgio Corporation and Subsidiaries

Consolidated Condensed Income Statements

(in thousands)

(unaudited)



|                                                        |  |                      |         |   |              |   |         |  
|------------------------------------------------------- |  | -------------------- | ------- | - | ------------ | - | ------- | -
|                                                        |  | Thirteen weeks ended |        
|                                                        |  | March 27,2004        |         |   | April 2,2005 |  
|Revenue:                                                |  |                      |         |   |              |   |         |  
|Net sales                                               |  | $                    | 311,144 |   |              | $ | 324,490 |  
|Other revenue                                           |  |                      | 2,622   |   |              |   | 2,885   |  
|                                                        |  |                      |         |   |              |   |         |  
|Total revenue                                           |  |                      | 313,766 |   |              |   | 327,375 |  
|                                                        |  |                     
|Cost of products sold                                   |  |                      | 276,285 |   |              |   | 289,267 |  
|                                                        |  |                      |         |   |              |   |         |  
|Gross profit-exclusive of warehouse expense shown below |  |                      | 37,481  |   |              |   | 38,108  |  
|                                                        |  |                     
|Warehouse expense                                       |  |                      | 14,756  |   |              |   | 15,849  |  
|Transportation expense                                  |  |                      | 6,975   |   |              |   | 7,580   |  
|Selling, general and administrative expense             |  |                      | 8,446   |   |              |   | 9,499   |  
|                                                        |  |                      |         |   |              |   |         |  
|Operating income                                        |  |                      | 7,304   |   |              |   | 5,180   |  
|                                                        |  |                     
|Interest expense                                        |  |                      | 3,777   |   |              |   | 4,025   |  
|Amortization-deferred financing costs                   |  |                      | 169     |   |              |   | 175     |  
|Other <income>-net                                      |  |                      | (831    | ) |              |   | (941    | )
|                                                        |  |                      |         |   |              |   |         |  
|Income before income taxes                              |  |                      | 4,189   |   |              |   | 1,921   |  
|Income tax expense                                      |  |                      | 1,792   |   |              |   | 834     |  
|                                                        |  |                      |         |   |              |   |         |  
|Net income                                              |  | $                    | 2,397   |   |              | $ | 1,087   |  
|                                                        |  |                      |         |   |              |   |         |  



See Notes to
Consolidated Condensed Financial Statements



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##### Table of Contents

Di Giorgio Corporation and Subsidiaries

Consolidated Condensed Statement of Stockholders Equity

(in thousands, except share data)

(unaudited)



|                         |  |                      |  |                      |   |                            |         |                   |   |       |  |   |       |  |   |        |  |   |       
|------------------------ |  | -------------------- |  | -------------------- | - | -------------------------- | ------- | ----------------- | - | ----- |  | - | ----- |  | - | ------ |  | - | ------
|                         |  | Class A Common Stock |  | Class B Common Stock |   | Additional Paid-in Capital |         | Retained Earnings |   | Total
|                         |  | Shares               |  | Amount               |   | Shares                     |         | Amount            |   |       | 
|January 1, 2005          |  | 78.1158              |  | $                    |  |                            | 76.8690 |                   | $ |      |  | $ | 8,002 |  | $ | 22,625 |  | $ | 30,627
|Net income               |  |                     |  |                      |  |                            |        |                   |   |      |  |   |      |  |   | 1,087  |  |   | 1,087 
|                         |  |                      |  |                      |   |                            |         |                   |   |       |  |   |       |  |   |        |  |   |       
|Balance at April 2, 2005 |  | 78.1158              |  | $                    |  |                            | 76.8690 |                   | $ |      |  | $ | 8,002 |  | $ | 23,712 |  | $ | 31,714
|                         |  |                      |  |                      |   |                            |         |                   |   |       |  |   |       |  |   |        |  |   |       



See Notes to
Consolidated Condensed Financial Statements



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##### Table of Contents

Di Giorgio Corporation and Subsidiaries

Consolidated Condensed Statements of Cash Flows

(in thousands)

(unaudited)



|                                                                                 |  |                      |         |   |              |   |        |  
|-------------------------------------------------------------------------------- |  | -------------------- | ------- | - | ------------ | - | ------ | -
|                                                                                 |  | Thirteen weeks ended |        
|                                                                                 |  | March 27,2004        |         |   | April 2,2005 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                            |  |                      |         |   |              |   |        |  
|Net income                                                                       |  | $                    | 2,397   |   |              | $ | 1,087  |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |                      |         |   |              |   |        |  
|Depreciation and amortization of fixed assets                                    |  |                      | 576     |   |              |   | 549    |  
|Other amortization                                                               |  |                      | 198     |   |              |   | 315    |  
|Provision for doubtful accounts                                                  |  |                      | 125     |   |              |   | 125    |  
|Actuarially calculated pension expense                                           |  |                      | 337     |   |              |   | 516    |  
|Gain on sale of equipment                                                        |  |                      | (18     | ) |              |   |       |  
|Deferred income taxes                                                            |  |                      | (98     | ) |              |   | (304   | )
|Changes in assets and liabilities:                                               |  |                      |         |   |              |   |        |  
|(Increase) decrease in:                                                          |  |                      |         |   |              |   |        |  
|Accounts receivable                                                              |  |                      | 1,311   |   |              |   | 78     |  
|Inventories                                                                      |  |                      | (121    | ) |              |   | 811    |  
|Prepaid expenses                                                                 |  |                      | 500     |   |              |   | 2,216  |  
|Other assets                                                                     |  |                      | (29     | ) |              |   | (120   | )
|Increase (decrease) in:                                                          |  |                      |         |   |              |   |        |  
|Accounts payable                                                                 |  |                      | (1,428  | ) |              |   | (207   | )
|Accrued expenses and other liabilities                                           |  |                      | 4,407   |   |              |   | 4,822  |  
|                                                                                 |  |                      |         |   |              |   |        |  
|Net cash provided by operating activities                                        |  |                      | 8,157   |   |              |   | 9,888  |  
|                                                                                 |  |                      |         |   |              |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                             |  |                      |         |   |              |   |        |  
|Additions to notes receivable                                                    |  |                      | (2,075  | ) |              |   | (3,976 | )
|Collections of notes receivable                                                  |  |                      | 3,315   |   |              |   | 2,290  |  
|Proceeds from note participation sale                                            |  |                      | 1,981   |   |              |   |       |  
|Additions to property, plant and equipment                                       |  |                      | (184    | ) |              |   | (1,384 | )
|Proceeds from sale of equipment                                                  |  |                      | 90      |   |              |   |       |  
|                                                                                 |  |                      |         |   |              |   |        |  
|Net cash provided by <used in> investing activities                              |  |                      | 3,127   |   |              |   | (3,070 | )
|                                                                                 |  |                      |         |   |              |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                             |  |                      |         |   |              |   |        |  
|Net repayments under revolving line-of-credit                                    |  |                      | (12,880 | ) |              |   | (6,269 | )
|Financing fees paid                                                              |  |                      | (462    | ) |              |   |       |  
|Capital lease payments                                                           |  |                      | (16     | ) |              |   | (17    | )
|                                                                                 |  |                      |         |   |              |   |        |  
|Net cash used in financing activities                                            |  |                      | (13,358 | ) |              |   | (6,286 | )
|                                                                                 |  |                      |         |   |              |   |        |  
|Increase <decrease> in cash                                                      |  |                      | (2,074  | ) |              |   | 532    |  
|                                                                                 |  |                     
|Cash at beginning of period                                                      |  |                      | 10,367  |   |              |   | 8,181  |  
|                                                                                 |  |                      |         |   |              |   |        |  
|Cash at end of period                                                            |  | $                    | 8,293   |   |              | $ | 8,713  |  
|                                                                                 |  |                      |         |   |              |   |        |  
|Supplemental Disclosure of Cash Flow Information                                 |  |                      |         |   |              |   |        |  
|Cash paid <received>during the period:                                           |  |                      |         |   |              |   |        |  
|Interest                                                                         |  | $                    | 69      |   |              | $ | 283    |  
|                                                                                 |  |                      |         |   |              |   |        |  
|Income taxes                                                                     |  | $                    | 311     |   |              | $ | (133   | )
|                                                                                 |  |                      |         |   |              |   |        |  
|Dividends declared                                                               |  | $                    | 10,000  |   |              | $ |       |  
|                                                                                 |  |                      |         |   |              |   |        |  



See Notes to
Consolidated Condensed Financial Statements



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##### Table of Contents

DI GIORGIO CORPORATION AND SUBSIDIARIES



NOTES TO



CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -
(UNAUDITED)



1. BASIS OF PRESENTATION



The consolidated condensed balance sheet as of April 2, 2005, the consolidated condensed
income statements for the thirteen weeks ended March 27, 2004 and April 2, 2005, the consolidated condensed statement of stockholders equity for the thirteen weeks ended April 2, 2005, and the consolidated condensed statements of cash flows
for the thirteen weeks ended March 27, 2004 and April 2, 2005, and related notes are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States
(GAAP) have been omitted pursuant to such rules and regulations. The accompanying unaudited interim consolidated condensed financial statements and related notes should be read in conjunction with the financial statements and related
notes included in the Form 10-K for the fiscal year ended January 1, 2005 (where the consolidated condensed balance sheet as of January 1, 2005 has been derived) as filed with the Securities and Exchange Commission. The information furnished herein
reflects, in the opinion of the management of the Company, all adjustments, consisting of normal recurring accruals, which are necessary to present a fair statement of the results for the interim periods presented.



The interim results are not necessarily indicative of the results to be expected for the full
fiscal year. Certain reclassifications have been made to the prior period financial statements in order to conform them to the current period presentation.





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##### Table of Contents

2. PENSION BENEFITS



Effective April 1, 2005, the Company discontinued the accretion of future retiree benefits under the Di Giorgio Retirement Plan, its defined benefit pension plan, which
covered substantially all of its non-union employees. The Company remains responsible to make contributions to this plan in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974. The plans assets are
invested in U.S. Treasury notes, U.S. Government agency bonds, corporate bonds, money market funds, and other investments. In conjunction with the change to the Di Giorgio Retirement Plan mentioned above, the Company also modified the Di Giorgio
Retirement Savings Plan (the 401(k) Plan)to provide its employees with an alternative source of retirement benefits. Effective April 1, 2005, the Company will replace the current match with an increased employer contribution (paid
quarterly) which will be paid regardless of whether an employee makes a 401(k) contribution, and regardless of the amount of that contribution. After April 1, 2005, the Company will continue to incur pension expense for the defined benefit plan for
all components of pension expense except for service cost.



This change is
considered a plan curtailment and requires that the plan assets and liabilities be remeasured and that a gain or loss, if any, be recorded as of the remeasurment date. The remeasurment was done as of February 28, 2005, the end of the month in which
the amendment was approved and communicated. The curtailment resulted in a charge to income of $59,000.



Net periodic costs for the Di Giorgio Retirement Plan for the thirteen week periods ended March 27, 2004 and April 2, 2005 include the following components:



|                                   |  |                      |        |   |               |   |        |  
|---------------------------------- |  | -------------------- | ------ | - | ------------- | - | ------ | -
|                                   |  | Thirteen Weeks Ended |       
|                                   |  | March 27, 2004       |        |   | April 2, 2005 |  
|                                   |  | (in thousands)       |       
|Service cost                       |  | $                    | 273    |   |               | $ | 316    |  
|Interest cost                      |  |                      | 888    |   |               |   | 918    |  
|Expected return on plan assets     |  |                      | (1,182 | ) |               |   | (1,349 | )
|Amortization of prior service cost |  |                      | 5      |   |               |   | 3      |  
|Amortization of net (gain) / loss  |  |                      | 294    |   |               |   | 423    |  
|                                   |  |                      |        |   |               |   |        |  
|Net periodic benefit cost          |  |                      | 278    |   |               |   | 311    |  
|Curtailment loss                   |  |                      | 0      |   |               |   | 59     |  
|                                   |  |                      |        |   |               |   |        |  
|Total net periodic benefit cost    |  | $                    | 278    |   |               | $ | 370    |  
|                                   |  |                      |        |   |               |   |        |  



|                                                                                                                                                   |  |      |   |  |      |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | - |  | ---- | -
|                                                                                                                                                   |  | 2004 |   |  | 2005 |  
|Weighted-average assumptions used to determine Net periodic benefit cost for years ended December 31 (including the assumptions for
remeasurement) |  |      |   |  |      |  
|                                                                                                                                                   |  |     
|Discount rate                                                                                                                                      |  | 6.25 | % |  | 6.00 | %
|Expected long-term return on plan assets                                                                                                           |  | 8.25 | % |  | 8.25 | %
|Rate of compensation increase                                                                                                                      |  | 6.00 | % |  | 6.00 | %



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##### Table of Contents

|                                                                      |  |                                     |        |  
|--------------------------------------------------------------------- |  | ----------------------------------- | ------ | -
|                                                                      |  | Di Giorgio Restated Retirement Plan |       
|                                                                     
|Change in benefit obligation                                          |  |                                     |        |  
|Benefit obligation as of December 31, 2004                            |  | $                                   | 64,565 |  
|Service cost                                                          |  |                                     | 213    |  
|Interest cost                                                         |  |                                     | 624    |  
|Actuarial (gain) or loss                                              |  |                                     | (205   | )
|Curtailments                                                          |  |                                     | (3,626 | )
|Benefit payments                                                      |  |                                     | (688   | )
|                                                                      |  |                                     |        |  
|Benefit obligation as of February 28, 2005                            |  | $                                   | 60,883 |  
|                                                                      | 
|Change in plan assets                                                 |  |                                     |        |  
|Fair value of plan assets as of December 31, 2004                     |  | $                                   | 61,922 |  
|Actual return on plan assets, net of expenses                         |  |                                     | (236   | )
|Benefit payments                                                      |  |                                     | (688   | )
|                                                                      |  |                                     |        |  
|Fair value of plan assets as of February 28, 2005                     |  | $                                   | 60,998 |  
|                                                                      | 
|Reconciliation of funded status                                       |  |                                     |        |  
|Funded status as of February 28, 2005                                 |  | $                                   | 115    |  
|Unrecognized actuarial (gain) or loss                                 |  |                                     | 29,746 |  
|                                                                      |  |                                     |        |  
|Net amount recognized as of February 28, 2005                         |  | $                                   | 29,861 |  
|                                                                      | 
|Amounts recognized in the statement of Financial position consist of: |  |                                     |        |  
|Prepaid benefit cost                                                  |  | $                                   | 29,861 |  
|                                                                      |  |                                     |        |  
|Additional February 28, 2005 information                              |  |                                     |        |  
|Projected benefit obligation                                          |  | $                                   | 60,883 |  
|Accumulated benefit obligation                                        |  |                                     | 60,883 |  
|Fair value of plan assets                                             |  |                                     | 60,998 |  



3.
CONTINGENCIES



Legal Proceedings Various suits and claims
arising in the ordinary course of business are pending against the Company. In the opinion of management, these matters are appropriately provided for and are not expected to materially affect the Companys consolidated financial position, cash
flows or results of operations.



The Company has been named in various claims
and litigation relating to potential environmental problems. In the opinion of management, these claims are either without merit, covered by insurance, adequately provided for, or not expected to result in any material loss to the Company.



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##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward- Looking Statements



Forward-looking statements in this Form 10-Q include, without limitation, statements relating to the Companys plans, strategies, objectives, expectations,
intentions and adequacy of resources and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by their use of words like plans, expects,
aims, believes, projects, anticipates, intends, estimates, will, should, could, and other expressions that indicate future events and trends.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These factors include, among others, the following: general economic and business conditions and those in particular in the New York City metropolitan area; the Companys
reliance on several significant customers; potential losses from loans to its retailers; restrictions imposed by the agreements governing the Companys indebtedness; current wholesale competition, as well as future competition from presently
unknown sources; competition in the retail segment of the supermarket business; the Companys labor relations; potential environmental liabilities which the Company may have; dependence on key personnel; changes in business regulation; business
abilities and judgment of personnel; changes in, or failure to comply with government regulations; potential commercial vehicle restrictions; inflation especially with respect to wages and energy costs; and the results of terrorism or terrorist acts
against the Company.



General



Revenue in the current quarter increased modestly from the same period in the prior year.
Higher expenses and gross margin pressure negatively affected the Companys net income and EBITDA performance. Included in the higher expenses were $.6 million in transaction related expense incurred in connection with the Companys
withdrawn tender offer to refinance its senior notes in January 2005. Also during the quarter, the Company completed the expansion of its grocery warehouse.



Results of Operations



Thirteen weeks ended April 2, 2005 and March 27, 2004



Net sales for the thirteen weeks ended April 2, 2005 increased 4.3% or $13.3 million to $324.5 million from $311.1 million in the prior period primarily as a result of the growth of our current customer base through
the addition of new store locations. Other revenue, consisting of recurring customer related services, increased to $2.9 million for the thirteen weeks ended April 2, 2005 as compared to $2.6 million in the prior period due to modest growth in other
services provided to customers.



Gross profit increased to $38.1 million for
the thirteen weeks ended April 2, 2005 as compared to $37.5 million in the prior period; however, gross margin decreased to 11.7% of net sales for the thirteen weeks ended April 2, 2005, as compared to 12.0% of net sales for the prior period
reflecting competitive pricing pressures, as well as, a change in mix of both



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customers and products sold. Caution should be taken when comparing the Companys gross margin to that of other
companies because other companies, while still complying with GAAP, may characterize income and expenses differently.



Warehouse expense increased to $15.8 million or 4.9% of net sales for the thirteen weeks ended April 2, 2005, as compared to $14.8 million or 4.7% of net sales in the
prior period, primarily as a result of additional labor, taxes and fringe benefits of $.7 million. In addition, utility expenses increased $.2 million in the current period as compared to the prior period.



Transportation expense increased to $7.6 million or 2.3% of net sales for the thirteen weeks
ended April 2, 2005 as compared to $7.0 million or 2.2% of net sales in the prior period, primarily as a result of increased owner operator delivery service costs of $.3 million and increased fuels costs of $.2 million which were somewhat offset by
a per delivery fuel surcharge (included in net sales) which went into effect in July 2004.



Selling, general and administrative expense increased to $9.5 million or 2.9% as a percentage of sales for the thirteen weeks ended April 2, 2005 as compared to $8.4 million or 2.7% of net sales in the prior period
reflecting in part $.6 million of transaction expenses related to the Companys withdrawn note offering in January 2005. Excluding these transaction expenses, selling, general and administrative expense remained flat as a percentage of sales at
2.7%.



Net income for the thirteen weeks ended April 2, 2005 was $1.1 million
as compared to net income of $2.4 million in the prior period.



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Reconciliation of EBITDA to net income (in thousands):



|                                                    |  |                      |       |                |   |      
|--------------------------------------------------- |  | -------------------- | ----- | -------------- | - | -----
|                                                    |  | Thirteen weeks ended
|                                                    |  | April 2, 2005        |       | March 27, 2004
|EBITDA                                              |  | $                    | 6,810 |                | $ | 8,740
|Less: depreciation and amortization of fixed assets |  |                      | 549   |                |   | 576  
|Less: other amortization                            |  |                      | 315   |                |   | 198  
|Less: interest expense                              |  |                      | 4,025 |                |   | 3,777
|Less: income tax provision                          |  |                      | 834   |                |   | 1,792
|                                                    |  |                      |       |                |   |      
|Net income                                          |  | $                    | 1,087 |                | $ | 2,397
|                                                    |  |                      |       |                |   |      



The Company has presented EBITDA
supplementally because management believes this information enables management, investors, and others readers to evaluate and compare, from period to period, the Companys results from ongoing operations in a meaningful and consistent manner.
We believe net income is the most closely comparable GAAP measure as opposed to cash flow from operations. Similar to net income, management uses EBITDA as a measure of the performance of our operations without the vagaries of fluctuations in
working capital that cash flow from operations would have. Management also uses the EBITDA results when making operating decisions that require additional resources and as a basis for certain calculations for compensation programs. We believe that
the relevant metric for our business to measure liquidity is our working capital plus our availability under our existing line of credit, both of which are disclosed in our liquidity discussion under Liquidity and Capital Resources below.



Liquidity and Capital Resources



Cash flows from operations, cash on hand, and amounts available under the Companys $90
million bank credit facility are the Companys principal sources of liquidity. The Companys bank credit facility is scheduled to mature on February 1, 2007. The Company believes that cash flows from operations and amounts available under
the bank credit facility will be adequate to meet its anticipated working capital needs, capital expenditures, dividend payments, if any, and debt service requirements during the next twelve months, as well as any investments the Company may make.



There were $22.9 million of borrowings under the Companys revolving bank
credit facility (excluding $6.0 million of outstanding letters of credit) at April 2, 2005. The Company had additional borrowing capacity of $61.1 million available at that time. As of May 13, 2005 the Company had borrowings of $10.0 million
(excluding $6.0 million of outstanding letters of credit) and additional borrowing capacity of $74.0 million. The Companys bank credit facility bears interest at a rate per annum equal to (at the Companys option): (i) the Euro dollar
offering rate plus 1.625% or (ii) the lead banks prime rate.



During the
thirteen weeks ended April 2, 2005, cash flows provided by operating activities were approximately $9.9 million, consisting primarily of cash generated from income before non-cash expenses of $2.3 million, an increase in accrued expenses and other
liabilities of $4.8 million (of which $3.7 million was accrued interest) and a decrease in (i) prepaid expenses of $2.2 million, (ii) inventory of $.8 million and (iii) accounts receivable of $.1 million, slightly offset by a use of cash as a result
of a decrease in accounts payable of $.2 million and an increase in other assets of $.1 million.



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Cash flows used by investing activities during the thirteen weeks ended April 2, 2005 were approximately $3.1 million
consisting of $4.0 million of new loans to customers, and $1.4 million for capital expenditures ($1.2 million of which were leasehold improvements related to the grocery warehouse expansion) offset by $2.3 million of note receivable collections. Net
cash used in financing activities of approximately $6.3 million consisted primarily of net repayments under the bank credit facility.



The consolidated indebtedness of the Company decreased to $173.0 million at April 2, 2005 as compared to $179.3 million at January 1, 2005. Stockholders equity
increased to $31.7 million at April 2, 2005 as compared to $30.6 million at January 1, 2005.



Under the terms of the Companys bank credit facility, the Company is required to meet certain financial tests, including minimum interest coverage ratios. As of April 2, 2005, the Company was in compliance with
its covenants.



From time to time when the Company considered market conditions
attractive, the Company has purchased, and may in the future purchase, its senior notes on the open market and retire a portion of its public debt.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



There were no material changes in market risk for the Company in the period covered by this report. See our Annual Report on Form 10-K for the year ended January 1, 2005 for a discussion of market risk for the
Company.



Item 4. Controls and Procedures



As of the end
of the period covered by this report, an evaluation was performed with the participation of the Companys management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Companys management, including the Chief Executive Officer and Chief Financial Officer,
concluded that the Companys disclosure controls and procedures were effective as of April 2, 2005. The Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, evaluated the Companys
internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Based on that evaluation, there have been no such changes during the quarter covered by this quarterly report.



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II-OTHER INFORMATION



Item 1. Legal Proceedings



No material developments since our last filing.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



None



Item 3. Defaults Upon Senior Securities



None



Item 4. Submission of Matters to a Vote of Security Holders



None



Item 5. Other Information



None



Item 6. Exhibits



|    |  |                                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | 31.1  Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. Filed herewith.            
|    | 
|    |  | 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. Filed herewith.             
|    | 
|    |  | 32.1  Certification of Chief Executive Officer and Chief Financial Officer of Di Giorgio Corporation Pursuant to 18 U. S.C. Section 1350.



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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.



DI GIORGIO CORPORATIONBy:

/s/ Stephen R. BokserStephen R. BokserCo-Chairman and ChiefExecutive OfficerBy:

/s/ Lawrence S. GrossmanLawrence S. GrossmanSenior Vice President andChief Financial Officer(Principal Financial andAccounting Officer)




Date: May 23, 2005



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