UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File
February 28, 1997 Number 2-67985
FARMLAND INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Kansas 44-0209330
(State of Incorporation) (I.R.S. Employer Identification No.)
3315 North Farmland Trafficway, Kansas City, Missouri
(Address of principal executive offices)
64116-0005
(Zip Code)
816-459-6000
(Registrant's telephone number, including area code)
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
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
August 31 February 28
1996 1997
(Amounts in Thousands)
<S> <C> <C>
Current Assets:
Accounts receivable - trade................................ $ 624,002 $ 571,011
Inventories (Note 2)....................................... 736,620 828,016
Other current assets....................................... 101,748 92,785
Total Current Assets.................................. $ 1,462,370 $ 1,491,812
Investments and Long-Term Receivables (Note 4)............... $ 241,124 $ 256,381
Property, Plant and Equipment:
Property, plant and equipment, at cost..................... $ 1,506,460 $ 1,555,891
Less accumulated depreciation and
amortization............................................ 789,236 815,007
Net Property, Plant and Equipment.......................... $ 717,224 $ 740,884
Other Assets................................................. $ 147,728 $ 161,865
Total Assets................................................. $ 2,568,446 $ 2,650,942
FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITIES
<TABLE>
<CAPTION>
August 31 February 28
1996 1997
(Amounts in Thousands)
<S> <C> <C>
Current Liabilities:
Checks and drafts outstanding................................... $ 30,944 $ 73,202
Demand loan certificates........................................ 40,099 28,052
Short-term notes payable ....................................... 315,428 298,038
Current maturities of long-term debt ........................... 41,080 35,057
Accounts payable - trade........................................ 392,436 344,808
Customers' allowances on product purchases...................... 17,007 207,664
Other current liabilities....................................... 303,326 185,746
Total Current Liabilities................................... $ 1,140,320 $ 1,172,567
Long-Term Liabilities:
Long-term borrowings (excluding current maturities)............. $ 616,258 $ 633,260
Other long-term liabilities..................................... 35,983 34,190
Total Long-Term Liabilities................................. $ 652,241 $ 667,450
Deferred Income Taxes............................................... $ 6,709 $ 11,433
Minority Owners' Equity in Subsidiaries............................. $ 13,845 $ 13,806
Net Income (Note 1)................................................. $ 0 $ 30,434
Capital Shares and Equities:
Common shares, $25 par value--Authorized
50,000,000 shares.............................................. $ 414,503 $ 468,113
Earned surplus and other equities............................... 340,828 287,139
Total Capital Shares and Equities........................... $ 755,331 $ 755,252
Contingent Liabilities and Commitments (Note 3)
Total Liabilities and Equities...................................... $ 2,568,446 $ 2,650,942
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Six Months Ended
February 29 February 28
1996 1997
(Amounts in Thousands)
<S> <C> <C>
Sales.......................................................... $ 4,356,078 $ 4,523,002
Cost of sales.................................................. 4,102,967 4,309,445
Gross income................................................... $ 253,111 $ 213,557
Selling, general and administrative expenses................... $ 172,460 $ 183,196
Other income (deductions):
Interest expense............................................ $ (29,594) $ (30,406)
Other, net.................................................. 7,724 15,660
Total other income (deductions)................................ $ (21,870) $ (14,746)
Income before income taxes, equity in net income of investees
and minority owners' interest in
net income of subsidiaries................................. $ 58,781 $ 15,615
Income tax expense............................................ (12,767) (1,912)
Income before equity in net income of investees and minority
owners' interest in net income
of subsidiaries............................................ $ 46,014 $ 13,703
Equity in net income of investees (Note 4)..................... 20,269 17,106
Minority owners' interest in net income
of subsidiaries............................................. (1,146) (375)
Net income .................................................... $ 65,137 $ 30,434
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
February 29 February 28
1996 1997
(Amounts in Thousands)
<S> <C> <C>
Sales.......................................................... $ 2,199,129 $ 2,133,723
Cost of sales.................................................. 2,093,377 2,037,230
Gross income................................................... $ 105,752 $ 96,493
Selling, general and administrative expenses................... $ 91,199 $ 88,884
Other income (deductions):
Interest expense............................................ $ (15,305) $ (14,387)
Other, net.................................................. 3,539 6,529
Total other income (deductions)................................ $ (11,766) $ (7,858)
Income (loss) before income taxes, equity in net income of
investees and minority owners' interest in
net (income) loss of subsidiaries.......................... $ 2,787 $ (249)
Income tax (expense) benefit.................................. (605) 1,139
Income before equity in net income of investees and minority
owners' interest in net (income) loss
of subsidiaries............................................ $ 2,182 $ 890
Equity in net income of investees
(Note 4).................................................... 10,437 7,104
Minority owners' interest in net (income) loss
of subsidiaries............................................. 234 (1,452)
Net income .................................................... $ 12,853 $ 6,542
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
February 29 1996 February 28 1997
(Amounts in Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................................. $ 65,137 $ 30,434
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.......................................... 36,428 44,741
Equity in net income of investees...................................... (20,269) (17,106)
Other................................................................... 4,373 7,459
Changes in operating assets and operating liabilities,
net of acquisitions:
Accounts receivable.................................................. (102,517) 50,466
Inventories.......................................................... (232,518) (91,536)
Other assets......................................................... (20,578) 6,616
Accounts payable..................................................... 91,329 (47,628)
Advances on product purchases........................................ 168,886 190,658
Other liabilities.................................................... 18,386 (49,099)
Net cash provided by operating activities................................... $ 8,657 $ 125,005
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments and collection of
notes receivable.......................................................... $ 7,771 $ 13,126
Acquisition of investments and notes receivable............................. (13,068) (45,476)
Capital expenditures........................................................ (100,552) (78,030)
Acquisition of businesses................................................... (32,438) -0-
Proceeds from sale of fixed assets.......................................... 1,158 5,159
Distributions from joint ventures........................................... 10,418 34,013
Other....................................................................... (5,167) (3,516)
Net cash used in investing activities....................................... $ (131,878) $ (74,724)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in demand loan certificates......................... $ 1,519 $ (12,047)
Proceeds from bank loans and notes payable.................................. 458,654 164,481
Payments of bank loans and notes payable.................................... (332,896) (211,512)
Proceeds from issuance of subordinated debt certificates.................... 26,545 49,907
Payments for redemption of subordinated debt certificates................... (20,949) (25,629)
Net increase in checks and drafts outstanding............................... 55,572 42,258
Payments for redemption of equities......................................... (27,280) (25,285)
Payments of patronage refunds and dividends................................. (32,662) (32,504)
Other, increase (decrease).................................................. (5,282) 50
Net cash provided by (used in) financing activities......................... $ 123,221 $ (50,281)
Net increase in cash and cash equivalents................................... $ -0- $ -0-
Cash and cash equivalents at beginning of period............................ -0- -0-
Cash and cash equivalents at end of period.................................. $ -0- $ -0-
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) INTERIM FINANCIAL STATEMENTS
Unless the context requires otherwise, (i) "Farmland" or the "Company"
herein refers to Farmland Industries, Inc. and its consolidated subsidiaries,
(ii) all references herein to "year" or "years" are to fiscal years ended August
31 and (iii) all references herein to "members" are to persons eligible to
receive patronage refunds from Farmland including voting members, associate
members and other patrons with which Farmland has a currently effective
patronage refund agreement.
In view of the seasonality of the Company's businesses, it must be
emphasized that the results of operations for the periods presented are not
necessarily indicative of the results for a full fiscal year.
The information included in these Condensed Consolidated Financial
Statements of Farmland reflects all adjustments (consisting only of normal
recurring accruals) which, in the opinion of management, are necessary for a
fair statement of the results for the interim periods presented.
The Company's revenues, margins and net income depend, to a large extent,
on conditions in agriculture and may be volatile due to factors beyond the
Company's control, such as weather, crop failures, federal agricultural
programs, production efficiencies and U.S. imports and exports. In addition,
various federal and state regulations to protect the environment encourage
farmers to reduce the use of fertilizers and other chemicals. Global variables
which affect supply, demand and price of crude oil, refined fuels, natural gas,
livestock, grain and other commodities may impact the Company's operations.
Historically, changes in the costs of raw materials used in the manufacture of
the Company's finished products have not necessarily resulted in corresponding
changes in the prices at which such products have been sold by the Company.
Management cannot determine the extent to which these factors may impact future
operations of the Company. The Company's cash flow and net income may continue
to be volatile as conditions affecting agriculture and markets for the Company's
products change.
In accordance with the bylaws of Farmland and its cooperative
subsidiaries, the member-sourced portion of income before income taxes is
determined annually and distributed as patronage refunds to members of Farmland.
The member-sourced portion of such income is determined on the basis of the
quantity or value of business done by Farmland during the year with or for
members. As this determination is made only after the end of the fiscal year,
and since the appropriation of earned surplus is dependent on the determination
of the amount of patronage refunds, and in view of the fact that the portion of
the annual patronage refund to be paid in cash and in Farmland equity (common
stock, associate member common stock or capital credits) is determined (by the
Farmland Board of Directors at its discretion) after the amount of the annual
patronage refund has been determined, Farmland makes no provision for patronage
refunds in its interim financial statements. Therefore, the amount of net
income has been reflected as a separate item in the accompanying February 28,
1997 Condensed Consolidated Balance Sheet.
(2) INVENTORIES
Major components of inventories at August 31, 1996 and February 28, 1997
are as follows:
<TABLE>
<CAPTION>
August 31 February 28
1996 1997
(Amounts in Thousands)
<S> <C> <C>
Finished and in-process products.............. $ 620,794 $ 687,432
Materials..................................... 58,526 79,691
Supplies...................................... 57,300 60,893
$ 736,620 $ 828,016
</TABLE>
(3) CONTINGENCIES
(A) TAX LITIGATION
In July 1983, Farmland sold the stock of Terra Resources, Inc. ("Terra"),
a wholly owned subsidiary engaged in oil and gas exploration and production
operations, and exited its oil and gas exploration and production activities.
The gain from the sale of Terra amounted to $237.2 million for tax reporting
purposes.
On March 24, 1993, the Internal Revenue Service ("IRS") issued a statutory
notice to Farmland asserting deficiencies in federal income taxes (exclusive of
statutory interest thereon) in the aggregate amount of $70.8 million. The
asserted deficiencies relate primarily to the Company's tax treatment of the
$237.2 million gain resulting from its sale of the stock of Terra and the IRS's
contention that Farmland incorrectly treated the Terra sale gain as patronage
income against which certain patronage-sourced operating losses could be offset.
The statutory notice further asserts that, among other things, Farmland
incorrectly characterized for tax purposes gains aggregating approximately $14.6
million, and a loss of approximately $2.3 million from dispositions of certain
other assets.
On June 11, 1993, Farmland filed a petition in the United States Tax Court
contesting the asserted deficiencies in their entirety. The case was tried on
June 13-15, 1995. The parties submitted post-trial briefs to the court in
September 1995 and reply briefs were submitted to the court in November 1995.
If the United States Tax Court decides in favor of the IRS on all
unresolved issues raised in the statutory notice, Farmland would have additional
federal and state income tax liabilities aggregating approximately $85.8 million
plus accumulating statutory interest thereon (approximately $225.5 million,
before tax benefits of the interest deduction, through February 28, 1997), or
$311.3 million in the aggregate at February 28, 1997. In addition, such a
decision would affect the computation of Farmland's taxable income for its 1989
tax year and, as a result, could increase Farmland's federal and state income
taxes for that year by approximately $5.0 million plus accumulating statutory
interest thereon (approximately $7.4 million), or $12.4 million in the aggregate
at February 28, 1997. The asserted federal and state income tax liabilities and
accumulated interest thereon would become immediately due and payable unless the
Company appealed the decision and posted the requisite bond to stay assessment
and collection.
The liability resulting from an adverse decision by the United States
Tax Court would be charged to current earnings and would have a material adverse
effect on the Company. In the event of such an adverse determination of the
Terra tax issue, certain financial covenants of the Company's Credit Agreement
(the "Agreement"), dated May 15, 1996, become less restrictive. Had the United
States Tax Court decided in favor of the IRS on all unresolved issues, and had
the obligation related to such unresolved issues been due and payable on
February 28, 1997, Farmland's borrowing capacity under the Agreement would have
been adequate to finance the liability. However, Farmland's capacity to finance
such an adverse decision with borrowings under the Agreement will depend
substantially on the financial effects of future events and on the Company's
continued ability to satisfy the financial covenants in the Agreement.
No provision has been made in the consolidated financial statements for
federal or state income taxes (or interest thereon) in respect of the IRS claims
described above. Farmland believes that it has meritorious positions with
respect to all of these claims.
In the opinion of Bryan Cave LLP, Farmland's special tax counsel, it is
more likely than not that the courts will ultimately conclude that Farmland's
treatment of the Terra sale gain was substantially, if not entirely, correct.
Such counsel has further advised, however, that none of the issues involved in
this dispute is free from doubt, and there can be no assurance that the courts
will ultimately rule in favor of Farmland on any of these issues.
(B) ENVIRONMENTAL MATTERS
The Company has been designated by the Environmental Protection Agency as
a potentially responsible party ("PRP") under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), at various National
Priority List ("NPL") sites.
The Company currently is aware of probable obligations for environmental
matters at 37 properties. At February 28, 1997, the Company has an
environmental accrual in its Condensed Consolidated Balance Sheet for probable
and reasonably estimated costs for remediation of contaminated property of
$17.0 million. The Company periodically reviews and, as appropriate, revises
its environmental accruals. Based on current information and regulatory
requirements, the Company believes that the accruals established for
environmental expenditures are adequate.
The Company's actual final costs of addressing certain environmental
matters are not quantifiable, and therefore have not been accrued, because such
matters are in preliminary stages and the timing, extent and costs of various
actions which governmental authorities may require are currently unknown.
Management is aware of other environmental matters for which there is a
reasonable possibility that the Company will incur costs to resolve. It is
possible that the costs of resolution of the matters described in this paragraph
may exceed the liabilities which, in the opinion of management, are probable and
which costs are reasonably estimable at February 28, 1997. In the opinion of
management, it is reasonably possible for such costs to be approximately an
additional $19.2 million.
Under the Resource Conservation Recovery Act of 1976 (''RCRA''), the
Company has four closure and four post-closure plans in place for six locations.
Closure and post-closure plans also are in place for three landfills and two
injection wells as required by state regulations. Such closure and post-closure
costs are estimated to be $5.2 million at February 28, 1997 (and is in addition
to the $17.0 million accrual and the $19.2 million discussed in the prior
paragraphs). Operations are being conducted at these locations and the Company
does not plan to terminate such operations in the foreseeable future. Therefore,
the Company has not accrued these environmental exit costs. The Company accrues
these liabilities when plans for termination of plant operations have been made.
(4) SUMMARIZED FINANCIAL INFORMATION OF INVESTEES ACCOUNTED FOR BY THE EQUITY
METHOD
Summarized financial information of investees accounted for by the equity
method for the six months ended February 29, 1996 and February 28, 1997 is as
follows:
<TABLE>
<CAPTION>
February 29 February 28
1996 1997
(Amounts in Thousands)
<S> <C> <C>
Net sales..................................... $ 367,928 $ 447,147
Net income.................................... $ 40,634 $ 34,799
Farmland's equity in net income............... $ 20,269 $ 17,106
</TABLE>
The Company's investments accounted for by the equity method consist
principally of 50% equity interests in three manufacturers of crop production
products, Farmland Hydro, L.P., SF Phosphates Limited Company and Farmland
MissChem, Limited (expected to commence production in 1998) and a 50% equity
interest in a distributor of crop protection products, WILFARM, LLC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information contained herein and the Condensed Consolidated Financial
Statements and Accompanying Notes presented in this Form 10-Q should be read in
conjunction with information set forth in Part II, Items 7 and 8, in the
Company's Annual Report on Form 10-K for the year ended August 31, 1996.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company has historically maintained two primary sources for debt
capital: a substantially continuous public offering of its debt securities (the
''continuous debt program'') and bank lines of credit.
The Company's debt securities issued under the continuous debt program
generally are offered on a best-efforts basis through the Company's wholly owned
broker-dealer subsidiary, Farmland Securities Company, and through American
Heartland Investments, Inc. (which is not affiliated with Farmland), and also
may be offered by selected unaffiliated broker-dealers. The types of securities
offered in the continuous debt program include certificates payable on demand
and five- and ten-year subordinated debt certificates. The total amount of such
debt outstanding and the flow of funds to, or from, the Company as a result of
the continuous debt program are influenced by the rate of interest which
Farmland establishes for each type of debt certificate offered and by options of
Farmland to call for redemption certain of its outstanding subordinated debt
certificates. During the six months ended February 28, 1997, the outstanding
balance of demand loan and subordinated debt certificates increased $12.2
million.
In May 1996, Farmland entered into a five year Credit Agreement (the
"Agreement") with various participating banks. The Agreement provides a $1.1
billion facility, subject to compliance with financial covenants as set forth in
the Agreement, consisting of an annually renewable short-term credit of up to
$650.0 million and a long-term credit of up to $450.0 million.
Farmland pays commitment fees under the Agreement equal to 1/10 of 1%
annually on the unused portion of the short-term credit and 1/4 of 1% annually
on the unused portion of the long-term credit. In addition, Farmland must comply
with the Agreement's financial covenants regarding working capital, the ratio of
certain debts to average cash flow, and the ratio of equity to total
capitalization, all as defined therein. The short-term credit provisions of the
Agreement are subject to review and renewal annually by the lenders and the
Company. The next renewal date is in May 1997. Management believes that the
short-term commitment will be renewed substantially as currently structured.
The Agreement matures in May 2001.
At February 28, 1997, under the Agreement the Company had short-term
borrowings of $207.0 million and long-term borrowings of $170.0 million. In
addition, $55.9 million was being utilized to support letters of credit issued
on behalf of Farmland by participating banks. As of February 28, 1997, under
the short-term credit the Company had capacity to finance additional working
capital of $419.7 million and under the long-term credit provisions the Company
had capacity to borrow up to an additional $247.6 million.
The Company maintains other borrowing arrangements with banks and financial
institutions. Under such agreements at February 28, 1997, $14.4 million was
borrowed.
National Beef Packing Company, L.P. ("NBPC") maintains borrowing agreements
with a group of banks which provide financing support for its beef packing
operations. Such borrowings are nonrecourse to Farmland or Farmland's other
affiliates (except to the extent of $10.0 million). At February 28, 1997, $105.0
million was available under this facility of which $42.8 million was borrowed
and $0.6 million was utilized to support letters of credit. In addition, NBPC
has incurred certain long-term borrowings from Farmland. NBPC has pledged
certain assets to Farmland and to such group of banks to support its borrowings.
Tradigrain, which conducts international grain trading operations, has
borrowing agreements with various international banks which provide financing
and letters of credit to support current international grain trading
transactions. Obligations of Tradigrain under these loan agreements are
nonrecourse to Farmland or Farmland's other affiliates. At February 28, 1997,
such borrowings totaled $91.0 million.
Leveraged leasing has been used to finance railcars and a substantial
portion of the Company's fertilizer production equipment.
In the opinion of management, these arrangements for debt capital are
adequate for the Company's present operating and capital plans. However,
additional financing arrangements are continuously evaluated.
Major uses of cash during the six months ended February 28, 1997 include:
$78.0 million for capital expenditures; $47.0 million to reduce outstanding bank
loans and other notes payable; $45.5 million for acquisition of investments and
notes receivable; $32.5 million for patronage refunds and dividends distributed
from income of the 1996 fiscal year; $25.3 million for the redemption of
equities under the Farmland base capital and other equity redemption plans and
$12.0 million for redemption of demand loan certificates. Major sources of cash
include: $125.0 million from operations (including receipts of $190.7 million
from advance payments by customers on product purchases, principally plant
nutrients which are expected to be shipped later in the current fiscal year);
$34.0 million from cash distributions of joint ventures; $24.3 million of net
proceeds from issuance of subordinated debt certificates; $13.1 million from the
sale of investments and collections on notes and $42.3 million from an increase
in the balance of checks and drafts outstanding.
In 1993, the IRS issued a statutory notice to Farmland asserting
significant deficiencies in federal income taxes and statutory interest thereon.
Farmland filed a petition in the United States Tax Court contesting the asserted
deficiencies in their entirety. See Note 3 of the Notes to the Condensed
Consolidated Financial Statements (which is incorporated herein by reference).
RESULTS OF OPERATIONS
GENERAL
In view of the seasonality of the Company's businesses, it must be
emphasized that the results of operations for the periods presented are not
necessarily indicative of the results for a full fiscal year. Historically, the
majority of farm supply products are sold in the spring. Sales in the beef
business and in grain marketing historically have been concentrated in the
summer. Summer is the lowest sales period for pork products.
The Company's revenues, margins and net income depend, to a large extent,
on conditions in agriculture and may be volatile due to factors beyond the
Company's control, such as weather, crop failures, federal agricultural
programs, production efficiencies and U.S. imports and exports. In addition,
various federal and state regulations to protect the environment encourage
farmers to reduce the use of fertilizers and other chemicals. Global variables
which affect supply, demand and price of crude oil, refined fuels, natural gas,
livestock, grain and other commodities may impact the Company's operations.
Historically, changes in the costs of raw materials used in the manufacture of
the Company's finished products have not necessarily resulted in corresponding
changes in the prices at which such products have been sold by the Company.
Management cannot determine the extent to which these factors may impact future
operations of the Company. The Company's cash flow and net income may continue
to be volatile as conditions affecting agriculture and markets for the Company's
products change.
RESULTS OF OPERATIONS FOR SIX MONTHS ENDED FEBRUARY 28, 1997 COMPARED TO SIX
MONTHS ENDED FEBRUARY 29, 1996
For the six months ended February 28, 1997, the Company had sales of
$4.5 billion compared with sales of $4.4 billion for the same period last year.
Net income for the six months ended February 28, 1997 decreased $34.7 million
from the prior year period.
SALES
Sales for the six months ended February 28, 1997 increased $166.9 million,
or 3.8%, compared with the same period last year. The increase includes
$159.1 million higher sales of farm production input products and $17.0 million
higher sales of agricultural output products, partly offset by $9.2 million
lower sales of other products and services.
On the input side of the Company's business, sales of the petroleum and
feed segments in the six months ended February 28, 1997 increased $206.4 million
and $33.9 million, respectively, compared with the same period last year and
sales of crop production products decreased $81.2 million. The petroleum sales
increase primarily reflects increases in gasoline, distillates, diesel and
propane unit sales and prices. The unit sales increase resulted principally
from an expansion project at the Company's refinery in Coffeyville, Kansas which
came on stream in July 1996. Sales of the feed business increased primarily due
to increased market prices of feed grains and grain processing by-products.
Sales of crop production products decreased primarily due to lower unit sales
attributable to weather patterns last fall which limited farming activities in
the Company's primary trade territory.
The increased sales of output businesses consists of $181.9 million higher
sales of the food processing and marketing segment offset by a $164.9 million
decrease in grain sales. The sales increase in the food processing and
marketing business is primarily attributable to acquisitions of additional pork
slaughter and processing facilities subsequent to the first quarter of 1996
combined with slightly higher prices for pork and beef. The decreased sales of
grain primarily reflects decreased unit sales.
NET INCOME
Net income for the six months ended February 28, 1997 decreased $34.7
million compared with the same period in the prior year. This decrease was
principally attributable to decreased operating income in crop production ($27.5
million) and food processing and marketing ($24.1 million). The impact of these
decreases on net income was partially offset by a $7.9 million increase in other
income and by a $10.9 million decrease in the provision for income taxes, as
explained below.
Operating income in the crop production business for the six months ended
February 28, 1997 decreased $27.5 million compared to the prior period
reflecting the effects of decreased unit margins and unit sales. The decline of
unit margins is mostly attributable to the adverse impact of higher natural gas
prices on unit costs.
Operating income of the food processing and marketing business for the six
months ended February 28, 1997 decreased $24.1 million compared to the prior
period. Selling and administrative costs, primarily related to operating the
additional pork slaughter and processing facilities, increased $14.1 million.
The remainder of the decline is primarily attributable to higher live hog prices
which resulted in lower gross margins.
Operating income for the petroleum business was $1.4 million for the six
months ended February 28, 1997 compared with an operating loss of $2.6 million
for the six months ended February 29, 1996. This improvement was due, in part,
to the adverse effect on last year's operating income of an extended turnaround
and, in part, to a short-term improvement in the spread between crude oil costs
and refined products selling prices combined with higher unit sales of refined
products in the six months ended February 28, 1997.
Selling, general and administrative ("SG&A") expenses increased
$10.7 million, or 6.2%, from the prior period. SG&A expenses directly connected
to business segments increased approximately $14.3 million and these expenses
have been included in the determination of operating income of the business
segments. This increase is primarily in the food processing and marketing
business and relates to acquisitions of additional pork slaughtering and
processing facilities. General corporate expenses not identified to business
segments decreased $3.6 million, or 8.7%.
An increase in income generated by sales to patrons, as a percentage of
total income, resulted in a lower effective tax rate. The $10.9 million
decrease in the provision for income taxes is primarily attributable to the
decreased effective tax rate combined with the decrease in income before taxes.
The level of operating income in the crop production, petroleum and food
processing and marketing businesses is, to a significant degree, attributable to
the spread between selling prices and raw material costs (natural gas in the
case of nitrogen-based plant nutrients, crude oil in the case of petroleum and
live hogs and cattle in the food processing and marketing business). These
price and cost factors are beyond the control of the Company's management and
are volatile. Accordingly, management cannot determine the direction or
magnitude to which these factors will affect the Company's business. The
Company's cash flow and income may be volatile as conditions affecting
agriculture generally and the costs and markets for the Company's products
change.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED FEBRUARY 28, 1997 COMPARED TO THREE
MONTHS ENDED FEBRUARY 29, 1996.
SALES
Sales for the three months ended February 28, 1997 decreased $65.4 million,
or 3.0%, compared with the prior period primarily reflecting a $177.2 million
decrease in grain sales as a result of both lower volume and lower unit prices,
partially offset by a $82.2 million increase in petroleum sales resulting
principally from an expansion of production capacity of Farmland's refinery in
Coffeyville, Kansas.
NET INCOME
Net income for the three months ended February 28, 1997, decreased $6.3
million compared with the corresponding period of the prior year. Except for
the petroleum business, the decrease was principally attributable to the factors
discussed above for the six months comparison.
The petroleum business had an operating income of $6.1 million for the
three months ended November 30, 1996, an operating loss of $4.7 million for the
three months ended February 28, 1997 and an operating loss of $.8 million in the
three months ended February 29, 1996. Operating results for the three months
ended February 28, 1997, decreased from the same period last year, primarily
because costs of crude oil and other materials increased and such increases were
not fully recovered despite increases in production volume, unit sales and
selling prices.
The level of operating income in the crop production, petroleum and food
processing and marketing businesses is, to a significant degree, attributable to
the spread between selling prices and raw material costs (natural gas in the
case of nitrogen-based plant nutrients, crude oil in the case of petroleum and
live hogs and cattle in the food processing and marketing business). These
price and cost factors are beyond the control of the Company's management and
are volatile. Accordingly, management cannot determine the direction or
magnitude to which these factors will affect the Company's business. The
Company's cash flow and income may be volatile as conditions affecting
agriculture generally and the costs and markets for the Company's products
change.
RECENT ACCOUNTING PRONOUNCEMENTS
In the first quarter of 1997, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and For Long-Lived Assets to be Disposed of"
("Statement 121"), which was issued by the Financial Accounting Standards Board
in March 1995. Statement 121 establishes accounting standards for the
impairment of long-lived assets, certain identifiable intangibles, and goodwill
related to those assets to be held and used and for long-lived assets and
certain identifiable intangibles to be disposed of. The effect of the Company's
implementation of Statement 121 at September 1, 1996 was insignificant.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
The Company is including the following cautionary statement in this
Form 10-Q to make applicable and take advantage of the new "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995 for any
forward-looking statement made by, or on behalf of, the Company. The factors
identified in this cautionary statement include important factors (but not
necessarily all important factors) that could cause actual results to differ
materially from those expressed in any forward-looking statement made by, or on
behalf of, the Company.
Where any such forward-looking statement includes a statement of the
assumptions or basis underlying such forward-looking statement, the Company
cautions that, while it believes such assumptions or bases to be reasonable and
makes them in good faith, the assumed facts or bases almost always vary from
actual results, and the differences between the assumed facts or bases and
actual results can be material, depending upon the circumstances. Where, in any
forward-looking statement, the Company, or its management, expresses an
expectation or belief as to future results, such expectation or belief is
expressed in good faith and believed to have reasonable bases, but there can be
no assurance that the statement of expectation or belief will result or be
achieved or accomplished. The words "believe", "expect" and "anticipate" and
similar expressions identify forward-looking statements.
Taking into account the foregoing, the following are identified as
important factors that could cause actual results to differ materially from
those expressed in any forward-looking statement made by, or on behalf of, the
Company:
1.Weather patterns (flood, drought, frost, etc.) or crop failure.
2.Federal or state regulations regarding agricultural programs and production
efficiencies.
3.Federal or state regulations regarding the amounts of fertilizer and other
chemical applications used by farmers.
4.Factors affecting the export of U.S. agricultural produce (including foreign
trade and monetary policies, laws and regulations, political and governmental
changes, inflation and exchange rates, taxes, operating conditions and world
production and demand).
5.Factors affecting supply, demand and price of crude oil, refined fuels,
natural gas, livestock, grain and other commodities.
6.Regulatory delays and other unforeseeable obstacles beyond the Company's
control that may affect growth strategies through acquisitions and
investments in joint ventures.
7.Competitors in various segments may be larger, may offer more varied products
or may possess greater financial and other resources than the Company.
8.Unusual or unexpected events such as, among other things, litigation
settlements, adverse rulings or judgments, and environmental remediation
costs in excess of reserves.
9.The factors identified in "Business and Properties - Business - Business Risk
Factors" included in the Company's Annual Report on Form 10-K for the year
ended August 31, 1996.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
The exhibits listed below are filed as part of Form 10-Q for quarter ended
February 28, 1997.
Exhibit No. Description of Exhibits
27 Financial Data Schedule
(B) NO REPORTS ON FORM 8-K WERE FILED DURING THE QUARTER ENDED FEBRUARY
28, 1997.
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.
FARMLAND INDUSTRIES, INC.
(Registrant)
By: /s/ TERRY M. CAMPBELL
Terry M. Campbell
Executive Vice President
and Chief Financial Officer
Date: April 14, 1997
Exhibit 99
EXHIBIT INDEX
The following exhibit is filed as a part of this Form 10-Q.
Exhibit No. Description of Exhibits
27 Financial Data Schedule
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Form 10-Q
for the 2nd quarter ending February 28, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> FEB-28-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 571,011
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<CURRENT-ASSETS> 1,491,812
<PP&E> 1,555,891
<DEPRECIATION> 815,007
<TOTAL-ASSETS> 2,650,942
<CURRENT-LIABILITIES> 1,172,567
<BONDS> 633,260
0
1,262
<COMMON> 468,113
<OTHER-SE> 316,311
<TOTAL-LIABILITY-AND-EQUITY> 2,650,942
<SALES> 4,468,846
<TOTAL-REVENUES> 4,523,002
<CGS> 4,281,732
<TOTAL-COSTS> 4,309,445
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30,406
<INCOME-PRETAX> 15,615
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<INCOME-CONTINUING> 30,434
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<NET-INCOME> 30,434
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