UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 1999
or
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: 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 Oak Trafficway
Kansas City, Missouri 64116-0005
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: 816-459-6000
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 [ ]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
August 31 February 28
1998 1999
(Amounts in Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents................................. $ 7,334 $ 0
Accounts receivable - trade 596,415 611,874
Inventories (Note 2)...................................... 725,967 852,174
Other current assets...................................... 145,151 198,975
Total Current Assets................................. $ 1,474,867 $ 1,663,023
Investments and Long-Term Receivables (Note 4).............. $ 298,402 $ 289,317
Property, Plant and Equipment:
Property, plant and equipment, at cost.................... $ 1,680,373 $ 1,719,030
Less accumulated depreciation and
amortization........................................... 853,224 887,260
Net Property, Plant and Equipment......................... $ 827,149 $ 831,770
Other Assets................................................ $ 212,356 $ 209,389
Total Assets................................................ $ 2,812,774 $ 2,993,499
<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
1998 1999
(Amounts in Thousands)
<S> <C> <C>
Current Liabilities:
Checks and drafts outstanding................................... $ -0- $ 64,497
Demand loan certificates........................................ 28,407 20,908
Short-term notes payable ....................................... 380,232 490,377
Current maturities of long-term debt ........................... 38,946 39,522
Accounts payable - trade........................................ 330,043 313,985
Customer advances on product purchases.......................... 13,775 65,210
Other current liabilities....................................... 309,826 227,553
Total Current Liabilities................................... $ 1,101,229 $ 1,222,052
Long-Term Liabilities:
Long-term borrowings (excluding current maturities)............. $ 728,103 $ 786,869
Other long-term liabilities..................................... 31,942 31,914
Total Long-Term Liabilities................................. $ 760,045 $ 818,783
Deferred Income Taxes............................................... $ 3,333 $ 9,806
Minority Owners' Equity in Subsidiaries............................. $ 35,471 $ 35,182
Net Loss (Note 1)................................................... $ -0- $ (4,294)
Capital Shares and Equities:
Preferred Shares, Authorized 8,000,000 Shares, 8% Series A
cumulative redeemable preferred shares, stated at
redemption value, $50 per share ................................ $ 100,000 $ 100,000
Other Preferred Shares, $25 Par Value ........................... 71 70
Common shares, $25 par value--Authorized
50,000,000 shares.............................................. 451,804 504,382
Earned surplus and other equities............................... 360,821 307,518
Total Capital Shares and Equities........................... $ 912,696 $ 911,970
Contingent Liabilities and Commitments (Note 3)
Total Liabilities and Equities...................................... $ 2,812,774 $ 2,993,499
<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 28 February 28
1998 1999
(Amounts in Thousands)
<S> <C> <C>
Sales......................................................... $ 4,413,341 $ 5,073,898
Cost of sales................................................. 4,196,543 4,852,035
Gross income.................................................. $ 216,798 $ 221,863
Selling, general and administrative expenses.................. $ 200,955 $ 235,824
Other income (deductions):
Interest expense........................................... $ (35,329) $ (39,672)
Other, net................................................. 19,272 16,902
Total other income (deductions)............................... $ (16,057) $ (22,770)
Loss before equity in net income of investees, minority owners
interest in net (income) loss of subsidiaries
and income taxes.......................................... $ (214) $ (36,731)
Equity in net income of investees (note 4) ................... 22,805 24,479
Minority owners' interest in net (income) loss
of subsidiaries............................................ 551 (4,146)
Income (loss) before income taxes.............................. $ 23,142 $ (16,398)
Income tax (expense) benefit.................................. (2,715) 12,104
Net income (loss)............................................. $ 20,427 $ (4,294)
<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 28 February 28
1998 1999
(Amounts in Thousands)
<S> <C> <C>
Sales......................................................... $ 2,129,495 $ 2,491,648
Cost of sales................................................. 2,031,868 2,382,258
Gross income.................................................. $ 97,627 $ 109,390
Selling, general and administrative expenses.................. $ 103,307 $ 117,824
Other income (deductions):
Interest expense........................................... $ (18,220) $ (19,743)
Other, net................................................. 11,297 6,233
Total other income (deductions)............................... $ (6,923) $ (13,510)
Loss before equity in net income of investees, minority owners
interest in net (income) loss of subsidiaries
and income taxes.......................................... $ (12,603) $ (21,944)
Equity in net income of investees (note 4) ................... 13,950 14,161
Minority owners' interest in net (income) loss
of subsidiaries............................................ 461 (1,850)
Income (loss) before income taxes............................. $ 1,808 $ (9,633)
Income tax benefit............................................ 1,286 11,739
Net income.................................................... $ 3,094 $ 2,106
<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 28 February 28
1998 1999
(Amounts in Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................................... $ 20,427 $ (4,294)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization.......................................... 50,098 55,795
Equity in net (income) of investees.................................... (22,805) (24,479)
Other.................................................................. (5,872) 13,511
Changes in assets and liabilities:
Accounts receivable.................................................. 29,895 (18,177)
Inventories.......................................................... (65,846) (126,207)
Other assets......................................................... (22,674) (50,443)
Accounts payable..................................................... (35,714) (16,058)
Customer advances on product purchases............................... 17,190 51,435
Other liabilities.................................................... (60,815) (48,987)
Net cash used in operating activities....................................... $ (96,116) $ (167,904)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................................................ $ (55,198) $ (49,002)
Distributions from joint ventures........................................... 22,569 37,588
Additions to investments and notes receivable............................... (21,524) (30,323)
Acquisition of other long-term assets....................................... (17,914) (9,096)
Proceeds from disposal of investments and notes receivable.................. 40,751 17,797
Proceeds from sale of fixed assets.......................................... 3,972 2,089
Other....................................................................... (400) 25
Net cash used in investing activities....................................... $ (27,744) $ (30,922)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of patronage refunds............................................... $ (40,159) $ (23,714)
Payments for redemption of equities......................................... (29,163) (8,517)
Payments of dividends....................................................... (937) (2,004)
Proceeds from bank loans and notes payable.................................. 139,956 611,987
Payments on bank loans and notes payable.................................... (74,440) (482,332)
Proceeds from issuance of subordinated debt certificates.................... 54,697 46,804
Payments for redemption of subordinated debt certificates................... (36,372) (7,825)
Increase of checks and drafts outstanding................................... 28,563 64,497
Net decrease in demand loan certificates.................................... (18,355) (7,499)
Proceeds from issuance of preferred shares.................................. 100,000 0
Other ...................................................................... 70 95
Net cash provided by financing activities................................... $ 123,860 $ 191,492
Net decrease in cash and cash equivalents................................... $ 0 $ (7,334)
Cash and cash equivalents at beginning of period............................ 0 7,334
Cash and cash equivalents at end of period.................................. $ 0 $ 0
</TABLE>
[FN]
See accompanying Notes to Consolidated Financial Statements.
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) INTERIM FINANCIAL STATEMENTS
Unless the context requires otherwise, (i) "Farmland", the "Company",
"we", "us" and "ours" refer to Farmland Industries, Inc. and its consolidated
subsidiaries, (ii) all references to "year" or "years" are to fiscal years ended
August 31 and (iii) all references 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 Farmland'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 our
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 Farmland's operations.
Historically, changes in the costs of raw materials used in the manufacture of
our 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 be volatile as
conditions affecting agriculture and markets for our products change.
In accordance with the bylaws of Farmland and its cooperative subsidiaries,
the members' portion of income before income taxes is determined annually. From
such amount patronage refunds are distributed to members of Farmland.
The determination of members' income (and members' loss) is made only after
the end of the fiscal year. The amount of patronage refunds to be paid from
such member income is then determined by the Board of Directors in their sole
discretion. In view of the fact that the amount of members' income and the
amount of members' loss is determined only after the end of the fiscal year, and
the fact that the handling of members' loss, the resulting amount of patronage
refunds to be paid, the portion of such refund to be paid either in cash or
Farmland equity (common stock, associate member common stock and capital
credits) and the resulting appropriation of member's income to earned surplus
can be made only by the Board of Directors after the end of the fiscal year,
Farmland makes no provision for patronage refunds in its interim financial
statements. Therefore, the amount of net income (loss) has been reflected as a
separate item in the accompanying Condensed Consolidated Balance Sheet as of
February 28, 1999.
(2) INVENTORIES
Major components of inventories are as follows:
<TABLE>
<CAPTION>
August 31 February 28
1998 1999
(Amounts in Thousands)
<S> <C> <C>
Finished and in-process products.............. $ 605,876 $ 737,006
Materials..................................... 62,578 58,758
Supplies...................................... 57,513 56,410
$ 725,967 $ 852,174
</TABLE>
At February 28, 1999, the carrying value of petroleum inventories stated
under the LIFO method was $138.9 million and exceeded the market value of such
inventory by approximately $24.0 million. Management reasonably expects that
this decline will be fully recovered before the end of the fiscal year and,
therefore, will not impact the Company's income for the full fiscal year.
Accordingly, this market value decline has not been recognized in the Company's
interim results of operations. As of March 31, 1999, petroleum market prices
had increased such that the market value of Farmland's petroleum inventories
exceeded the inventories' LIFO carrying values by approximately $34.0 million.
This recovery, if maintained, is sufficient for Farmland to recover the $27.6
million lower of LIFO inventory cost or market adjustment charged to income in
1998. However, given the volatility of the crude oil and refined fuels markets,
no assurance can be provided that this market value recovery will be maintained
through the end of the fiscal year.
(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-
sourced 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
$297.9 million through February 28, 1999), or $383.7 million (before tax
benefits of the interest deduction) in the aggregate at February 28, 1999. 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 $15.3 million (including
accumulated statutory interest). The asserted federal and state income tax
liabilities and accumulated interest would become immediately due and payable
unless the Company appealed the decision and posted the requisite bond to stay
assessment and collection.
In March 1998, Farmland received notice from the IRS assessing the
$15.3 million tax and accumulated statutory interest related to the Company's
1989 tax year (as described above). In order to establish the trial court in
which initial litigation, if any, of the dispute would occur and to stop the
accumulation of interest, the Company deposited funds with the IRS in the amount
of the assessment. After making the deposit, the Company filed for a refund of
the entire amount deposited.
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 Syndicated Credit
Facility (the "Credit Facility"), 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 all related additional federal and state income taxes and
accumulated interest been due and payable on February 28, 1999, Farmland's
borrowing capacity under the Credit Facility was adequate at that time to
finance the liability. However, Farmland's ability to finance such an adverse
decision depends substantially on the financial effects of future operating
events on its borrowing capacity under the Credit Facility.
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. The Company believes that it has meritorious positions with
respect to all of these claims.
In the opinion of Bryan Cave LLP, the Company's special tax counsel, it is
more likely than not that the courts will ultimately conclude that the Company'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 the Company on any of these issues.
(B) ENVIRONMENTAL MATTERS
The Company currently is aware of probable obligations under state and
federal environmental laws at 40 properties. At February 28, 1999, the Company
has an environmental accrual in its Condensed Consolidated Balance Sheet for
probable and reasonably estimated costs for remediation of contaminated
properties of $20.8 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, 1999. In the opinion of
management, it is reasonably possible for such additional costs to be
approximately $10.3 million.
The environmental accrual discussed above covers certain matters in
connection with which the Environmental Protection Agency has designated the
Company as a potentially responsible party ("PRP") or a responsible party ("RP")
under the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), at various National Priority List ("NPL") sites.
Under the Resource Conservation Recovery Act of 1976 (''RCRA''), the
Company has three closure and four post-closure plans in place for multiple
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 $4.9 million at February 28, 1999 (and are in
addition to the $20.8 million accrual and the $10.3 million discussed in the
prior paragraphs). The Company accrues these liabilities when plans for
termination of plant operations have been made. Operations are ongoing 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.
(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 28, 1998 and February 28, 1999 is as
follows:
<TABLE>
<CAPTION>
February 28, February 28,
1998 1999
(Amounts in Thousands)
<S> <C> <C>
Net sales..................................... $ 495,358 $ 1,362,129
Net income.................................... $ 46,370 $ 42,265
Farmland's equity in net income............... $ 22,805 $ 24,479
</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; a 50% equity interest in a distributor of crop protection
products, WILFARM, LLC; and, during the six months ended February 28, 1999, a
50% equity interest in a grain marketing entity, Concourse Grain, LLC., and a
50% equity interest in a grain procurement, marketing and services entity,
Farmland-Atwood, LLC, both of which were organized in July 1998.
ITEM 2. 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, 1998.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Farmland has historically maintained two primary sources for debt capital:
a substantially continuous public offering of its subordinated debt and demand
loan securities (the ''continuous debt program'') and bank lines of credit.
Debt securities issued under the continuous public debt offering generally
are offered on a best-efforts basis through our wholly owned broker-dealer
subsidiary, Farmland Securities Company. The debt securities were also offered
by American Heartland Investments, Inc. and Iron Street Securities Inc. (which
are not affiliated with Farmland), and also may be offered by selected other
unaffiliated broker-dealers. The types of securities included in the continuous
debt offering include certificates payable on demand and subordinated debt
securities. The total amount of such debt outstanding and the flow of funds to
or from the Company as a result of the continuous debt offering are influenced
by the rate of interest which Farmland establishes for each type or series of
debt security offered and by options of Farmland to call for redemption certain
of its outstanding debt securities. During the six months ended February 28,
1999, the outstanding balance of demand certificates decreased by $7.5 million
and the outstanding balance of subordinated debt securities increased $39.0
million.
In May 1996, Farmland entered into a five year Syndicated Credit Facility
(the "Credit Facility") with various participating banks. The Credit Facility
provides a $1.1 billion credit (subject to compliance with certain financial
covenants) consisting of an annually renewable short-term credit of up to
$650.0 million and revolving long-term credit of up to $450.0 million.
Farmland pays commitment fees under the Credit Facility 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 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 in the Credit Facility. The short-term credit
provided under the Credit Facility is reviewed and/or renewed annually. The
next scheduled review date is in May 1999. The revolving long-term credit
provided under the Credit Facility expires in May 2001.
At February 28, 1999, Farmland had incurred $380.4 million of short-term
borrowings under the Credit Facility and $200.0 million of revolving term
borrowings. Additionally, $40.9 million of the Credit Facility was utilized to
support letters of credit. At February 28, 1999, we had capacity to borrow
$231.2 million under the short-term credit. Requirements under the Credit
Facility limit current availability under the long-term credit to
$180.2 million.
Farmland maintains other borrowing arrangements with banks and financial
institutions. Under such agreements at February 28, 1999, $33.9 million was
borrowed and Farmland had capacity to borrow up to an additional $13.6 million.
Farmland National Beef Packing Company, L.P. ("FNBPC") has a five year
$130.0 million credit facility which expires March 31, 2003. This facility is
provided by various participating banks and all borrowings thereunder are
nonrecourse to Farmland or Farmland's other affiliates. At February 28, 1999,
FNBPC had borrowings under this facility of $85.1 million and $2.3 million of
the facility was being utilized to support letters of credit. FNBPC has pledged
certain assets to support its borrowings under the facility.
Our international grain trading subsidiaries (collectively referred to as
"Tradigrain") have 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, 1999,
such borrowings totaled $72.8 million.
Leveraged leasing has been utilized to finance railcars and a significant
portion of our fertilizer production equipment. In December 1997, Farmland
entered into a series of agreements which provide for the construction and
operation under a long-term lease of facilities adjacent to our petroleum
refinery at Coffeyville, Kansas. These facilities are designed to convert
petroleum coke by-products into fertilizers. When the facilities are completed
in the fall of 1999, Farmland will be obligated to make future minimum lease
payments with an approximate present value of $223 million. Alternatively,
Farmland has an option to purchase the facilities for a purchase price equal to
the facilities' construction costs less any portion of the original construction
cost previously paid. In the event Farmland should default on the obligations
described above, future lease obligations may be accelerated. If accelerated,
obligations due and payable would total approximately $263 million, all of
which would be senior to the subordinated debt securities. Upon payment of such
amount, Farmland would receive title to the assets.
In the opinion of management, these arrangements for capital are adequate
for the Company's present operating and capital plans. However, growth and
investment opportunities and alternative financing arrangements are continuously
evaluated.
Net cash from operating activities for the six months ended February 28,
1999 decreased $71.8 million from the same period of the prior year. The
primary reasons for this decrease are the decrease in net income and increased
grain and fertilizer inventories, partially offset by an increase in customers
advances on product purchases. Cash and cash equivalents decreased $7.3
million. Major uses of cash during the six months ended February 28, 1999
include: $167.9 million used in operations, $23.7 million for patronage refunds
distributed from income of the 1998 fiscal year, $12.5 million for additions to
investments and notes receivable (net of proceeds from disposal of investments
and notes receivable) and $49.0 million for capital expenditures. Major
sources of cash include: $129.7 million of proceeds from bank loans and other
notes payable (net of repayments), $39.0 million from the issuance of
subordinated debt certificates (net of redemptions), $37.6 million of
distributions from joint ventures and $64.5 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.
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 and
grain marketing businesses 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 affecting agriculture and may be volatile due to factors beyond
our 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 our operations. Historically,
changes in the costs of raw materials used in the manufacture of Farmland's
finished products have not necessarily resulted in corresponding changes in the
prices at which such products have been sold by us. Management cannot determine
the extent to which these factors may impact our future operations. Farmland's
cash flow and net income may be volatile as conditions affecting agriculture and
markets for our products change.
RESULTS OF OPERATIONS FOR SIX MONTHS ENDED FEBRUARY 28, 1999 COMPARED TO SIX
MONTHS ENDED FEBRUARY 28, 1998.
For the six months ended February 28, 1999, our sales were $5.1 billion
compared with sales of $4.4 billion for the same period last year. For the six
months ended February 28, 1999, we had a net loss of $4.3 million compared with
net income of $20.4 million for the same period last year.
SALES
On the input side of our business, sales of the petroleum and crop
production segments in the six months ended February 28, 1999 decreased $196.0
million and $25.6 million, respectively, compared with the same period last
year. Lower global demand for petroleum products combined with an industry wide
building of inventory and strong supply streams of petroleum products created an
environment in which both unit sales and unit prices declined. Nitrogen unit
sales for the six months ended February 28, 1999 were comparable to unit sales
for the same period last year while unit selling prices of nitrogen fertilizers
decreased. The nitrogen fertilizer industry has experienced market price
declines due to grain producers adjusting their demand for fertilizer in
response to the decreased unit prices they realize for their grain and due to
additional worldwide nitrogen supplies.
On the output side of our business, sales in the food processing and
marketing business (the "meats group") decreased $27.3 million, or 1.5%. This
decrease is primarily attributable to lower unit prices partially offset by
higher unit sales. Sales in the grain business increased by $855.9 million.
The primary cause of this increase in sales is the change in Tradigrain's
business from grain brokerage operations to buy/sell operations. Due to this
change, it is appropriate for Tradigrain to record the full value of each sale
as revenue and the cost of acquisition as cost of goods sold rather than
recognizing as revenue only the net margins on transactions. This resulted in
additional sales of $845.7 million for the six months ended February 28, 1999
compared with the six months ended February 28, 1998.
NET INCOME (LOSS)
The net loss for the six months ended February 28, 1999 was $4.3 million
compared with net income of $20.4 million the same period in the prior year.
This decrease was principally the result of decreased operating income in
Farmland's agricultural input business of $45.8 million, higher general and
administrative expenses not identified to any business segment of $15.3 million,
and increased interest expense of $4.3 million. Operating income of the food
processing and marketing business and the grain business increased $29.8 million
and $1.5 million, respectively. In addition, an income tax benefit of $12.1
million was recognized on the nonmember loss of approximately $32.3 million (the
taxable portion of our cooperative business) incurred during the six months
ended February 28, 1999.
Crop Production's operating loss for the six months ended February 28,
1999 was $18.0 million compared to operating income of $20.8 million for the
same period last year. This change was primarily attributable to lower nitrogen
fertilizer prices.
The petroleum business had a $0.8 million operating loss for the six
months ended February 28, 1999 compared with operating income of $6.3 million
the same period last year. Strong industry-wide production of gasoline and
distillates combined with lower demand for these products decreased the spread
between crude oil costs and refined products selling prices and prohibited full
recovery of selling and administrative costs in this business.
Operating income in the meats group for the six months ended February 28,
1999 increased $29.8 million compared to the prior period. This increase is
primarily attributable to increased pork and beef unit margins due to lower live
hog and cattle prices. This was partially offset by losses in livestock
production which were also the result of low hog prices.
Operating income in the grain business segment for the six months ended
February 28, 1999 increased $1.5 million compared to the same period last year.
This increase is primarily attributable to increased unit margins and higher
storage revenues.
Selling, general and administrative ("SG&A") expenses increased $34.9
million, or 17%, from the same period last year. SG&A expenses directly
connected to segments increased approximately $19.6 million and these expenses
have been included in the determination of operating income of business
segments. SG&A expenses not identified to business segments increased $15.3
million, primarily as a result of the acquisition of SF Services, Inc. ("SFS")
in July of last year and the related expansion of our operations in the states
previously serviced by SFS and from increased costs of information services.
Other income decreased $2.4 million, or 12.3%, for the six months ended
February 28, 1999 as compared to the same period last year. This decrease is
primarily attributable to the inclusion in other income for the six months ended
February 28, 1998 of a gain of $7.2 million on the sale of approximately 3.8% of
Farmland's ownership interest in FNBPC, partially offset by income from a
litigation settlement during the six months ended February 28, 1999.
The effective tax rate is 73.8% of total income. However, income from
transactions with members distributed by Farmland as qualified patronage refunds
is taxable income of our members and not taxable income of Farmland. Farmland's
taxable income or loss is from non-member business. The effective tax rate on
non-member income (loss) is approximately 38.5%. Based on the split of member
and non-member income anticipated in this fiscal year the effective aggregate
tax rate is projected to be 73.8%.
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).
Accordingly, management cannot determine the direction or magnitude to which
these factors will affect our business. Farmland's cash flow and income may be
volatile as conditions affecting agriculture generally and the costs and markets
for our products change.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED FEBRUARY 28, 1999 COMPARED TO THREE
MONTHS ENDED FEBRUARY 28, 1998.
For the three months ended February 28, 1999, the Company had sales of
$2.5 billion compared with sales of $2.1 billion for the same period last year.
Net income for the three months ended February 28, 1999 was $2.1 million
compared with net income of $3.1 million for the same period last year. Except
as discussed below, the changes in sales and operating income are attributable
principally to the factors discussed above under the caption "Results of
Operations for Six Months Ended February 28, 1999 Compared to Six Months Ended
February 28, 1998."
SALES
On the input side of our business, sales of the petroleum business
decreased $97.4 million for the reasons discussed in the six months comparison.
Sales of the crop production business increased $14.2 million for the three
months ended February 28, 1999 compared with the same period last year primarily
as a result of additional phosphate fertilizer unit sales offset by lower unit
selling prices for both nitrogen and phosphate fertilizers.
On the output side of our business, sales in the food processing and
marketing business (the "meats group") increased $8.5 million. This increase is
primarily attributable to higher pork and beef unit sales and higher beef unit
prices partially offset by lower pork unit prices. Sales in the grain business
increased by $410.1 million. This increase in sales is primarily attributable
to the change in Tradigrain's business from grain brokerage operations to
buy/sell operations.
NET INCOME
The net income for the three months ended February 28, 1999 was $2.1
million compared with net income of $3.1 million the same period in the prior
year. Significant changes in net income include: a $25.8 million increase in
operating income of the meats group; a $21.1 million decrease in operating
income in Farmland's agricultural input business; $6.8 million higher general
and administrative expenses not identified to any business segment; a $5.3
million decrease in other income; and a $10.5 million increase in income tax
benefit.
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).
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.
YEAR 2000
As the end of this century nears, there are concerns about potential
problems which may arise at the turn of the millennium because many current
computer systems and software products are coded to accept only two digit
entries in date code fields. Before the year 2000, these systems and software
products will need an upgrade in order to recognize differences between dates
in the 21st century and dates in the 20th century. If not adequately addressed,
these technology problems have a potential to cause widespread business
interruptions, litigation and liability. Significant uncertainty exists, as to
whether adequate resources are available to minimize these potentially serious
problems by the year 2000.
Since the mid-1980's, we have striven to maintain Year 2000 compliance for
all applications developed in-house. The challenge is that a substantial
percentage of the applications used for normal business processing have been
purchased from outside vendors. Historically, vendors were not required to
commit to Year 2000 compliance. However, all new software contracts include
Year 2000 compliance warranties.
In April 1997, Farmland and Ernst & Young, LLP formed One System Group,
LLC ("OSG"), a joint venture. OSG has approximately 400 employees and is the
sole supplier of information technology ("IT") services to the Company. The
initial focus of OSG involves the implementation of Systems, Applications,
Products in Data Processing ("SAP") software as an enterprise wide solution for
processing the Company's business transactions and for management reporting.
One of the many important benefits of the implementation of SAP is that it is
Year 2000 compliant. Its installation will eliminate a large amount of the
Year 2000 risk inherent in the Company's systems and software. Therefore,
mission critical (critical to the basic operation of Farmland's businesses) IT
projects have not been deferred because of Year 2000 readiness efforts.
Farmland formalized its Year 2000 program with OSG in the fall of 1997.
Through this program, Year 2000 readiness was defined by criteria which, if
satisfied, would demonstrate that systems and applications programs function
correctly after the turn of the century without abnormal results. In addition,
systems and applications were categorized as "high risk" or "low risk" according
to the respective level of impact on the continuation of business by the Company
at the turn of the century. Further, the program established minimum acceptance
testing procedures for evaluating whether systems and applications met Year 2000
compliant criteria.
A comprehensive IT software inventory and assessment was then completed by
OSG. As a result of this readiness assessment, the Company believes that certain
of its systems and software are Year 2000 compliant and that substantially all
noncompliant systems have been identified.
To address the state of readiness condition, Farmland established an
Oversight Committee consisting of the Chief Information Officer of OSG, the
Chief Financial Officer and the General Counsel of Farmland and created a Year
2000 Program Office.
The Oversight Committee has responsibility for both IT and non-IT systems
(embedded technologies such as microcontrollers built into machinery) and has a
direct reporting relationship to the Farmland Board of Directors. The Oversight
Committee has delegated Year 2000 compliance responsibility for non-IT systems
to management of the respective plants or facilities. The Year 2000 issues of
many process control systems and other non-IT systems have been identified and
fixed or the respective system or application programs have been replaced and
tested. Farmland has not separately tracked the replacement cost and time
related to non-IT systems. However, we believe these costs have not had a
material adverse effect on our earnings.
Farmland has contracted with an outside vendor (Electronic Data Care
("EDC")) to inspect and remediate all processor related Year 2000 issues in its
meat plants. This inspection and remediation is currently underway. To date,
EDC has uncovered few defects. Defects that have been identified are being
remediated or replaced.
The Program Office organizes and administers Year 2000 projects related to
IT systems. The Program Office maintains a detailed project plan to complete and
test projects within discrete time frames. The Program Office continuously
monitors the status of the SAP implementation and re-assesses the risk areas
depending on movement of that system's implementation schedule. The Program
Office provides a monthly update of Year 2000 progress to the Oversight
Committee. The Program Office has revised the estimated hours required for Year
2000 projects related to IT systems from approximately 18,000 hours to 45,000
hours and the overall cost to approximately $6.3 million. Through March 1999,
approximately 21,000 hours of such work had been performed. Of the remaining
24,000 hours, approximately 5,000 hours remain to remediate and unit test IT
applications. The remaining 19,000 hours have been identified for the planning
and execution of system tests, as well as for contingency planning. The
targeted completion of the remaining work is September 1, 1999.
Farmland believes that the quantity and quality of resources it has
committed to address its Year 2000 project are adequate to obtain a Year 2000
state of readiness and it believes all significant modifications required to
reach a state of readiness for Year 2000 will be completed by the year 2000.
However, despite all reasonable efforts of the Company to resolve its Year 2000
issues, as described above, no assurances can be given that the level of Year
2000 readiness actually attained will eliminate all potential material effects
that Year 2000 problems might have on the Company's business, results of
operations, or financial condition. It is not, and will not, be possible for
the Company to represent that it has achieved complete Year 2000 compliance.
Farmland does not know all of the consequences of its most reasonably
likely worst case Year 2000 scenario. We cannot address the virtually unlimited
number of differing circumstances relating to what might be its most reasonably
likely worst case. The Company is and intends to continue to address this
uncertainty through activities of its Oversight Committee and Program Office, as
described above.
For all applications that are determined to be mission critical (critical
to the basic operation of Farmland's businesses), a contingency plan is being
developed to outline the actions that will be taken if Year 2000 complications
are encountered. The plan will describe what will be done, both short-term and
long-term, to minimize any interruption to Farmland's business.
Farmland has distributed a survey to its significant customers and vendors
to determine their state of Year 2000 readiness. However, responses to the
survey questionnaire have not provided a basis to conclude whether such
customers and vendors are Year 2000 compliant. Further, Farmland has not
conducted and does not plan to conduct tests designed to confirm compatibility
of its information systems as modified for Year 2000 issues with those of its
significant customers and vendors. We will rely on the integrity of its vendors
and customers to resolve their Year 2000 issues.
RECENT DEVELOPMENTS
Farmland, Cenex Harvest States and National Cooperative Refinery
Association ("NCRA") are exploring the potential economic benefits that might be
realized from forming an operating alliance. The alliance would involve the
Farmland refinery located in Coffeyville, Kansas, the Cenex Harvest States
refinery located in Laurel, Montana and the NCRA refinery located in McPherson,
Kansas, as well as other petroleum assets. Farmland and Cenex Harvest States
are also considering forming a venture or alliance which would combine certain
assets and operations of their grain businesses.
RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998 by the
FASB and is effective for fiscal periods beginning after June 15, 1999. The
Company is currently evaluating the impact, if any, that adoption of the
provisions of SFAS No. 133 will have on its financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Farmland's market exposure to derivative transactions, entered into for
the purpose of managing commodity price risk, foreign currency risk and interest
rate risk, has not materially changed since August 31, 1998. Quantitative and
qualitative disclosures about market risk are contained in Item 7A of our Annual
Report on Form 10-K for the year ended August 31, 1998.
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 "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 basis to be reasonable and
makes them in good faith, assumed facts or basis almost always vary from actual
results, and the differences between assumed facts or basis 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 a reasonable basis, but there can be no assurance
that the statement of expectation or belief will result or be achieved or
accomplished. Such forward looking statements include, without limitation,
statements regarding the seasonal effects upon the Company's business, the
likelihood that the market value of petroleum inventories will exceed the LIFO
value of such inventories at year-end, the anticipated expenditures for
environmental remediation, the total cost and the estimated completion date to
remediate Year 2000 issues, the ultimate consummation of proposed ventures or
alliances, the impact of seasonal demand on the profitability of the crop
production business, the consequences of an adverse judgment in certain
litigations (including the Terra litigation), and the Company's ability to fully
and timely complete modifications and expansions with respect to certain of the
Company's manufacturing facilities. Discussion containing such forward-looking
statements is found in the material set forth herein under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Notes to Condensed Consolidated Financial 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.actors 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, investments
in joint ventures and operational alliances.
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 amounts accrued.
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, 1998.
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, 1999.
Exhibit No. Description of Exhibits
27 Financial Data Schedule
(B) NO REPORTS ON FORM 8-K WERE FILED DURING THE QUARTER ENDED FEBRUARY
28, 1999.
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, 1999
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