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 November 30, 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 (Zip Code)
offices)
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
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
August 31 November 30
1999 1999
(Amounts in Thousands)
<S> <C> <C>
Accounts receivable - trade............................... $ 794,237 $ 728,582
Inventories (Note 2)...................................... 840,504 764,295
Deferred income taxes..................................... 49,495 49,613
Other current assets...................................... 153,833 158,101
Total Current Assets................................. $ 1,838,069 $ 1,700,591
Investments and Long-Term Receivables (Note 4).............. $ 329,729 $ 383,102
Property, Plant and Equipment:
Property, plant and equipment, at cost.................... $ 1,744,252 $ 1,764,148
Less accumulated depreciation and
amortization........................................... 911,049 930,600
Net Property, Plant and Equipment......................... $ 833,203 $ 833,548
Other Assets................................................ $ 256,648 $ 253,643
Total Assets................................................ $ 3,257,649 $ 3,170,884
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND EQUITIES
<TABLE>
<CAPTION>
August 31 November 30
1999 1999
(Amounts in Thousands)
<S> <C> <C>
Current Liabilities:
Checks and drafts outstanding................................... $ 76,128 $ 117,977
Short-term notes payable ....................................... 546,180 532,898
Current maturities of long-term debt ........................... 44,771 45,996
Accounts payable - trade........................................ 463,296 396,252
Other current liabilities....................................... 257,255 239,619
Total Current Liabilities................................... $ 1,387,630 $ 1,332,742
Long-Term Liabilities:
Long-term borrowings (excluding current maturities)............. $ 808,413 $ 797,200
Other long-term liabilities..................................... 40,212 39,097
Total Long-Term Liabilities................................. $ 848,625 $ 836,297
Deferred Income Taxes............................................... $ 63,058 $ 64,303
Minority Owners' Equity in Subsidiaries............................. $ 41,009 $ 47,179
Net (Loss) (Note 1)................................................. $ -0- $ (26,542)
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 ............................ 69 48
Common shares, $25 par value--Authorized
50,000,000 shares.............................................. 508,029 525,703
Earned surplus and other equities............................... 309,229 291,154
Total Capital Shares and Equities........................... $ 917,327 $ 916,905
Contingent Liabilities and Commitments (Note 3)
Total Liabilities and Equities...................................... $ 3,257,649 $ 3,170,884
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
November 30 November 30
1998 1999
(Amounts in Thousands)
<S> <C> <C>
Sales......................................................... $ 2,582,250 $ 2,984,465
Cost of sales................................................. 2,469,777 2,860,648
Gross income.................................................. $ 112,473 $ 123,817
Selling, general and administrative expenses.................. $ 118,000 $ 123,171
Other income (deductions):
Interest expense, net...................................... $ (17,727) $ (23,732)
Other, net................................................. 8,467 (5,424)
Total other income (deductions)............................... $ (9,260) $ (29,156)
Loss before income taxes, equity in net income of investees an
minority owners' interest in
net (income) of subsidiaries (Note 4)..................... $ (14,787) $ (28,510)
Equity in net income of investees............................. 10,318 1,077
Minority owners' interest in net (income)
of subsidiaries............................................ (2,296) (6,131)
Loss before income taxes...................................... $ (6,765) $ (33,564)
Income tax benefit 365 7,022
Net loss $ (6,400) $ (26,542)
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(UNAUDITED)
Three Months Ended
November 30 November 30
1998 1999
(Amounts in Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................................... $ (6,400) $ (26,542)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization.......................................... 30,978 28,038
Equity in net (income) of investees.................................... (9,734) (1,077)
Other.................................................................. 985 9,320
Changes in assets and liabilities:
Accounts receivable.................................................. (25,597) 65,555
Inventories.......................................................... (224,648) 22,654
Other assets......................................................... (5,713) (765)
Accounts payable..................................................... 41,849 (67,044)
Other liabilities.................................................... 44,200 (10,437)
Net cash provided by (used in) operating activities......................... $ (154,080) $ 19,702
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................................................ $ (26,075) $ (26,329)
Distributions from joint ventures........................................... 4,798 6,737
Additions to investments and notes receivable............................... (12,427) (9,542)
Acquisition of other long-term assets....................................... (9,253) (6,743)
Proceeds from disposal of investments and notes receivable.................. 4,834 2,106
Proceeds from sale of fixed assets.......................................... 4,189 3,322
Net cash used in investing activities....................................... $ (33,934) $ (30,449)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of patronage refunds............................................... $ (24,003) $ (6,054)
Payments for redemption of equities......................................... (3,422) -0-
Payments of dividends....................................................... (2,000) (2,004)
Proceeds from bank loans and notes payable.................................. 196,521 915,172
Payments on bank loans and notes payable.................................... (60,316) (933,017)
Proceeds from issuance of subordinated debt certificates.................... 10,333 2,751
Payments for redemption of subordinated debt certificates................... (3,780) (5,720)
Increase of checks and drafts outstanding................................... 74,498 41,849
Net decrease in demand loan certificates.................................... (7,157) (1,715)
Other ...................................................................... 6 (515)
Net cash provided by financing activities................................... $ 180,680 $ 10,747
Net decrease in cash and cash equivalents................................... $ (7,334) $ -0-
Cash and cash equivalents at beginning of period............................ 7,334 -0-
Cash and cash equivalents at end of period.................................. $ -0- $ -0-
</TABLE>
[FN]
See accompanying Notes to Consolidated Financial Statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) INTERIM FINANCIAL STATEMENTS
Unless the context requires otherwise, (i) "Farmland", "we", "us" and "ours"
refers 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 unaudited 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.
Our sales, 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 intended 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 we have
sold such products. We cannot determine the extent to which these factors may
impact our future operations. Our 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, we
determine annually the members' portion of income or loss before income taxes.
From this amount, patronage refunds are distributed or losses are allocated to
our members.
We make the determination of members' income (and members' loss) only after the
end of the fiscal year. Our Board of Directors, in their sole discretion, then
determines how member losses are to be handled and the resulting amount of
patronage refunds to be paid or losses to be allocated from such member income
or loss. Since we determine the amount of members' income and the amount of
members' loss only after the end of the fiscal year, and since only after that
determination has been made can our Board of Directors determine 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 since the amount of
income appropriated to earned surplus is dependent on the amount of patronage
refunds and the handling of members' losses, Farmland makes no provision for
patronage refunds in its interim financial statements. Therefore, the amount of
net income (loss) for the interim period presented is reflected as a separate
item in the accompanying unaudited Condensed Consolidated Balance Sheet as of
November 30, 1999.
(2) INVENTORIES
Major components of inventories are as follows:
<TABLE>
<CAPTION>
August 31 November 30
1999 1999
(Amounts in Thousands)
<S> <C> <C>
Finished and in-process products.............. $ 719,118 $ 676,507
Materials..................................... 54,387 18,526
Supplies...................................... 66,999 69,262
$ 840,504 $ 764,295
</TABLE>
On September 1, 1999, we contributed all of our crude oil and in-process
petroleum inventories to Cooperative Refining, LLC in exchange for a 42%
interest in the venture. Cooperative Refining operates refineries at
Coffeyville, Kansas and McPherson, Kansas on behalf of its partners. This
investment is accounted for using the equity method.
At November 30, 1999, the carrying value of our remaining petroleum inventories
stated under the LIFO method (gasoline and distillates) were $39.3 million,
which approximates the replacement cost of these inventories.
(3) CONTINGENCIES
(A) TAX LITIGATION
On November 29, 1999, the United States Tax Court issued an opinion holding that
the gains and losses we realized in 1983 and 1984 on the sale of the stock of
Terra Resources, Inc. and certain other assets were patronage-sourced, and that
we had reported these gains and losses correctly. By ruling in our favor, the
Tax Court rejected claims of the Internal Revenue Service that would have
resulted in material additional federal income taxes plus accumulated interest.
This ruling also means that we do not owe additional state income tax and
accumulated interest related to these transactions.
The IRS may decide to appeal the Tax Court decision to the United States Court
of Appeals for the Eighth Circuit. In the event of an appeal, Farmland's
management believes there is a high probability that Farmland would ultimately
prevail.
(B) ENVIRONMENTAL MATTERS
Farmland is aware of probable obligations under state and federal environmental
laws at 41 properties. At November 30, 1999, we had an environmental accrual in
our Condensed Consolidated Balance Sheet for probable and reasonably estimated
costs for remediation of contaminated properties of $12.9 million. We
periodically review and, as appropriate, revise our environmental accruals.
Based on current information and regulatory requirements, we believe that the
accruals established for environmental expenditures are adequate. Farmland has
also recorded, as a receivable, approximately $1.0 million of estimated,
probable insurance proceeds related to an environmental issue which has been
remediated.
Some environmental matters are in preliminary stages and the timing, extent and
costs of actions which governmental authorities may require are currently
unknown. As a result, certain costs of addressing environmental matters are
either not probable or not reasonably estimable and, therefore, have not been
accrued. In management's opinion, it is reasonably possible that Farmland may
incur $11.8 million of costs in addition to the $12.9 million which has been
accrued.
Under the Resource Conservation Recovery Act of 1976 (' 'RCRA''), Farmland has
three closure and four post-closure plans in place for five 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 $5.0 million at November 30, 1999 (and are in addition to the
$12.9 million accrual and the $11.8 million discussed in the prior paragraphs).
These liabilities are accrued when plans for termination of plant operations
have been made. Operations are being conducted at these locations and we do not
plan to terminate such operations in the foreseeable future. Therefore, these
environmental exit costs have not been accrued.
(4) SUMMARIZED FINANCIAL INFORMATION OF INVESTEES ACCOUNTED FOR BY THE EQUITY
METHOD
Summarized financial information of investees accounted for by the equity method
for the three months ended November 30, 1998 and November 30, 1999 is as
follows:
<TABLE>
<CAPTION>
November 30 November 30
1998 1999
(Amounts in Thousands)
<S> <C> <C>
Net sales.....................................$ 513,294 $ 740,840
Net income....................................$ 16,905 $ 2,446
Farmland's equity in net income...............$ 10,318 $ 1,077
</TABLE>
The Company's investments accounted for by the equity method consist principally
of :
. 50% equity interests in three manufacturers of plant nutrient 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;
. during the three months ended November 30, 1998, a 50% equity interest in a
grain marketer, Concourse Grain, LLC; and
. during the three months ended November 30, 1999, a 42% equity interest in
Cooperative Refining, LLC, which operates two refineries.
(5) INDUSTRY SEGMENT INFORMATION
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30, 1998 (PAGE 1 OF 3)
(Amounts in Thousands)
CONSOLIDATED SEGMENTS
Combined
Segments Unallocated Consolidated
<S> <C> <C> <C>
Sales & transfers $ 2,673,798 $ - $ 2,673,798
Transfers between
segments (91,548) - (91,548)
Net sales $ 2,582,250 $ - $ 2,582,250
Cost of sales 2,469,777 - 2,469,777
Gross income $ 112,473 $ - $ 112,473
Selling, general and
administrative expenses $ 87,656 $ 30,344 $ 118,000
Other income (expense):
Interest expense $ - $ (19,929) $ (19,929)
Interest income - 2,202 2,202
Other, net 5,945 2,522 8,467
Total other income (expense) $ 5,945 $ (15,205) $ (9,260)
Equity in income/(loss)
of investees 9,005 1,313 10,318
Minority owners' interest
in net (income)/loss
of subsidiaries (2,296) - (2,296)
Income tax benefit - 365 365
Net income (loss) $ 37,471 $ (43,871) $ (6,400)
Total assets $ 2,822,391 $ 254,992 $ 3,077,383
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30, 1998 (PAGE 2 OF 3)
(Amounts in Thousands)
INPUT AND OTHER SEGMENTS
Other Total Input
Plant Crop Operating and Other
Foods Protection Petroleum Feed Units Segments
<S> <C> <C> <C> <C> <C> <C>
Sales & transfers $257,720 $ 62 $ 215,677 $157,634 $ 92,287 $ 723,380
Transfers between
segments (12,323) - (21) (6,642) (37,992) (56,978)
Net sales $ 245,397 $ 62 $ 215,656 $ 150,992 $ 54,295 $ 666,402
Cost of sales 240,320 39 209,700 138,088 44,401 632,548
Gross income $ 5,077 $ 23 $ 5,956 $ 12,904 $ 9,894 $ 33,854
Selling, general and
administrative expenses $ 8,497 $ 4 $ 4,813 $ 8,235 $ 9,638 $ 31,187
Other income (expense):
Interest expense $ - $ - $ - $ - $ - $ -
Interest income - - - - - -
Other, net 526 256 2,255 151 1,860 5,048
Total other income (expense) $ 526 $ 256 $ 2,255 $ 151 $ 1,860 $ 5,048
Equity in net income/(loss)
of investees 8,965 (1,535) 68 170 78 7,746
Minority owners' interest
in net (income)/loss
of subsidiaries 54 - - - 253 307
Income tax benefit - - - - - -
Net income (loss) $ 6,125 $ (1,260) $ 3,466 $ 4,990 $ 2,447 $ 15,768
Total assets $680,384 $ 20,590 $ 445,635 $ 93,456 $ 191,175 $ 1,431,240
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30, 1998 (PAGE 3 OF 3)
(Amounts in Thousands)
OUTPUT SEGMENTS
Pork Beef Grain Total
Processing Livestock Processing North Output
& Marketing Production & Marketing American International Segments
<S> <C> <C> <C> <C> <C> <C>
Sales & transfers $ 368,936 $ 13,246 $ 547,715 $ 542,728 $ 477,793 $ 1,950,418
Transfers between
segments (1,536) (10,508) (565) (21,961) - (34,570)
Net sales $ 367,400 2,738 $ 547,150 $ 520,767 $ 477,793 $1,915,848
Cost of sales 306,393 13,534 532,743 512,488 472,071 1,837,229
Gross income $ 61,007 $ (10,796) $ 14,407 $ 8,279 $ 5,722 $ 78,619
Selling, general and
administrative expenses $ 41,209 $ 562 $ 4,383 $ 5,228 $ 5,087 $ 56,469
Other income (expense):
Interest expense $ - $ - $ - $ - $ - $ -
Interest income - - - - - -
Other, net (111) (10) 363 180 475 897
Total other income (expense) $ (111) $ (10) $ 363 $ 180 $ 475 $ 897
Equity in net income/(loss)
of investees - (362) (1,133) 2,754 - 1,259
Minority owners' interest
in net (income)/loss
of subsidiaries - - (2,603) - - (2,603)
Income tax benefit - - - - - -
Net income (loss) $ 19,687 $ (11,730) $ 6,651 $ 5,985 $ 1,110 $ 21,703
Total assets $ 336,561 $ 29,813 $ 254,701 $ 446,246 $ 323,830 $ 1,391,151
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30, 1999 (PAGE 1 OF 3)
(Amounts in Thousands)
CONSOLIDATED SEGMENTS
Combined
Segments Unallocated Consolidated
<S> <C> <C> <C>
Sales & transfers $ 3,144,262 $ - $ 3,144,262
Transfers between
segments (159,797) - (159,797)
Net sales $ 2,984,465 $ - $ 2,984,465
Cost of sales 2,860,648 - 2,860,648
Gross income $ 123,817 $ - $ 123,817
Selling, general and
administrative expenses 89,146 34,025 123,171
Other income (expense):
Interest expense - (25,535) (25,535)
Interest income - 1,803 1,803
Other, net (6,951) 1,527 (5,424)
Total other income (expense) $ (6,951) $ (22,205) $ (29,156)
Equity in income/(loss)
of investees 3,489 (2,412) 1,077
Minority owners' interest
in net (income)/loss
of subsidiaries (6,131) - (6,131)
Income tax benefit - 7,022 7,022
Net income (loss) $ 25,078 $ (51,620) $ (26,542)
Total assets $ 2,845,805 $ 325,079 $ 3,170,884
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30, 1999 (PAGE 2 OF 3)
(Amounts in Thousands)
INPUT AND OTHER SEGMENTS
Other Total Input
Plant Crop Operating and Other
Foods Protection Petroleum Feed Units Segments
<S> <C> <C> <C> <C> <C> <C>
Sales & transfers $ 234,570 $ 53 $ 371,470 $ 176,594 $ 106,665 $ 889,352
Transfers between
segments (930) - 0 (17,552) (23,397) (41,879)
Net sales $ 233,640 $ 53 $ 371,470 $ 159,042 $ 83,268 $ 847,473
Cost of sales 239,927 33 367,364 145,361 71,782 824,467
Gross income (loss) $ (6,287) $ 20 $ 4,106 $ 13,681 $ 11,486 $ 23,006
Selling, general and
administrative expenses $ 8,131 $ - $ 4,124 $ 7,980 $ 10,169 $ 30,404
Other income (expense):
Interest expense $ - $ - $ - $ - $ - $ -
Interest income - - - - - -
Other, net (8,858) - (6) 217 1,079 (7,568)
Total other income (expense) $ (8,858) $ 0 $ (6) $ 217 $ 1,079 $ (7,568)
Equity in net income/(loss)
of investees 3,712 (2,610) 1,875 380 63 3,420
Minority owners' interest
in net (income)/loss
of subsidiaries - - - (196) 16 (180)
Income tax benefit - - - - - -
Net income (loss) $ (19,564) $ (2,590) $ 1,851 $ 6,102 $ 2,475 $ (11,726)
Total assets $ 648,824 $ 17,403 $ 385,085 $132,249 $107,551 $ 1,291,112
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
NOVEMBER 30, 1999 (PAGE 3 OF 3)
(Amounts in Thousands)
OUTPUT SEGMENTS
Pork Beef Grain Total
Processing Livestock Processing North Output
& Marketing Production & Marketing American International Segments
<S> <C> <C> <C> <C> <C> <C>
Sales & transfers $ 384,004 $ 23,803 $ 656,233 $ 609,663 $ 581,207 $ 2,254,910
Transfers between
segments (1,265) (17,247) (488) (98,918) - (117,918)
Net sales $ 382,739 $ 6,556 $ 655,745 $ 510,745 $ 581,207 $ 2,136,992
Cost of sales 327,510 11,012 629,221 497,094 571,344 2,036,181
Gross income $ 55,229 $ (4,456) $ 26,524 $ 13,651 $ 9,863 $ 100,811
Selling, general and
administrative expenses $ 40,860 $ 614 $ 5,044 $ 6,622 $ 5,602 $ 58,742
Other income (expense):
Interest expense $ - $ - $ - $ - $ - $ -
Interest income - - - - - -
Other, net 1,320 (52) 215 121 (987) 617
Total other income (expense) $ 1,320 $ (52) $ 215 $ 121 $ (987) $ 617
Equity in net income/(loss)
of investees 9 (121) 70 111 - 69
Minority owners' interest
in net (income)/loss
of subsidiaries - - (5,951) - - (5,951)
Income tax benefit - - - - - -
Net income (loss) $ 15,698 $ (5,243) $ 15,814 $ 7,261 $ 3,274 $ 36,804
Total assets $ 365,042 $ 56,176 $ 304,702 $ 432,866 $ 395,907 $ 1,554,693
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information contained in this discussion and in the unaudited 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 Farmland's Annual Report on Form 10-K for the year ended August 31,
1999.
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.
Farmland's debt securities issued under the continuous debt program generally
are offered on a best-efforts basis through our wholly owned broker-dealer
subsidiary, Farmland Securities Company, and also may be offered by selected
unaffiliated broker-dealers. The types of debt securities offered in the
continuous debt program include certificates payable on demand and subordinated
debenture bonds. The total amount of debt securities outstanding and the flow of
funds to, or from, Farmland as a result of the continuous debt program are
influenced by the rate of interest which we establish 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 three months ended November 30,
1999, the outstanding balance of demand certificates decreased by $1.7 million
and the outstanding balance of subordinated debt securities decreased $3.0
million.
In May 1996, Farmland entered into a five year Syndicated Credit Facility (the
"Credit Facility") with various participating banks. The Credit Facility
provides an annually renewable short-term credit of up to $650.0 million and
revolving long-term credit of up to $450.0 million (subject to compliance with
certain financial covenants).
Farmland pays commitment fees under the Credit Facility equal to 22.5 basis
points annually on the unused portion of the short-term credit and 25 basis
points 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 2000. The revolving long-term credit
provided under the Credit Facility expires in May 2001.
At November 30, 1999, the Company had $375.2 million of short-term borrowings
under the Credit Facility and $180.0 million of revolving term borrowings.
Additionally, $54.2 million of the Credit Facility was utilized to support
letters of credit. At November 30, 1999, we had capacity to finance additional
current assets of $222.9 million under the short-term credit. Requirements
under the Credit Facility limit current availability under the long-term credit
to $106.5 million.
Farmland maintains other borrowing arrangements with banks and financial
institutions. Under such agreements, at November 30, 1999, $28.6 million was
borrowed.
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 November 30, 1999, FNBPC had
borrowings under this facility of $63.4 million and $3.3 million of the facility
was utilized to support letters of credit. FNBPC has pledged certain assets to
support its borrowings under the facility.
The Company's 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 Tradigrain's
international grain trading activities. Obligations of Tradigrain under these
loan agreements are nonrecourse to Farmland or Farmland's other affiliates. At
November 30, 1999, such borrowings totaled $116.8 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 spring of 2000, 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, we would receive title to the assets.
In the opinion of management, these arrangements for capital are adequate for
our present operating and capital plans. However, alternative financing
arrangements are continuously evaluated.
Operating activities generated $19.7 million of cash during the three months
ended November 30, 1999. This cash was generated primarily as a result of
decreases in inventories and receivables, partially offset by a decrease in
trade payables. Major uses of cash during the three months ended November 30,
1999 include: capital expenditures of $26.3 million; net repayment of bank
borrowings of $17.8 million; $6.1 million for patronage refunds distributed from
income of the 1999 fiscal year; and $9.5 million for additions to investments
and notes receivable. The major source of cash was an increase in the balance
of checks and drafts outstanding of $41.8 million.
RESULTS OF OPERATIONS
GENERAL
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. Historically, the majority of
farm supply products have been 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.
Farmland's sales, gross 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 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. Management cannot determine the extent to which these factors may impact
our future operations. Farmland's cash flow and net income may volatile as
conditions affecting agriculture and markets for our products change.
The level of operating income in the plant foods, petroleum, and food processing
and marketing businesses is, to a significant degree, attributable to the spread
between selling prices and raw material costs (the natural gas in nitrogen-based
plant nutrients, the crude oil in petroleum products, and live hogs and cattle
in the food processing and marketing businesses). We cannot determine the
direction or magnitude to which these factors will affect our cash flow and net
income.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED NOVEMBER 30, 1999 COMPARED TO THREE
MONTHS ENDED NOVEMBER 30, 1998
For the three months ended November 30, 1999, our sales were $3.0 billion
compared with sales of $2.6 billion for the same period last year. This
increase is primarily due to a $0.2 billion increase in sales of the petroleum
segment, a $0.1 billion increase in sales of the beef processing and marketing
segments and a $0.1 billion increase in sales of international grain segment.
For the three months ended November 30, 1999, Farmland incurred a net loss of
$26.5 million compared with a net loss of $6.4 million for the same period last
year. The net loss in the three months ended November 30, 1999 compares
unfavorably with the prior year primarily because market prices of plant foods
continued to decline, which adversely impacted the operating results of
Farmland.
PLANT FOODS
Sales of the plant foods segment decreased $11.8 million for the three months
ended November 30, 1999 compared with the same period last year. The decrease
results from lower unit selling prices for both nitrogen- and phosphate-based
plant foods, partly offset by an increase in unit sales of phosphate-based
fertilizers. Plant food market prices have declined due to a relatively high
inventory level present in the industry.
The plant foods segment had a loss of $19.6 million for the three months ended
November 30, 1999 compared with income of $6.1 million the same period last
year. This loss results primarily from a continued excess supply of plant foods
products, which has caused market prices for both nitrogen- and phosphate-based
plant foods to decline. Also, as a result of this situation, we decided to
temporarily curtail production at two facilities, which adversely affected our
ability to recover certain manufacturing fixed costs. Also contributing to the
segment loss were approximately $5.0 million of startup costs related to our
gasification plant located in Coffeyville, Kansas.
During the past year, the nitrogen plant foods industry has experienced market
price declines due to increased worldwide supplies of nitrogen and decreased
demand for plant foods in response to decreased unit prices that producers have
realized for their grains. While no assurances can be given that this trend
will not continue, management anticipates a limited price recovery during the
spring season.
PETROLEUM
Sales of the petroleum segment in the three months ended November 30, 1999
increased $155.8 million compared with the same period last year. This increase
was primarily attributable to higher unit prices for refined fuels and
distillates combined with a slight increase in unit sales.
Income for the petroleum segment decreased $1.6 million for the three months
ended November 30, 1999 compared with the prior period. This decline was
primarily due to a decrease in the spread between crude oil costs and refined
products selling prices. With the formation of the Cooperative Refining
venture, a portion of petroleum income is now recognized as equity in income of
investees, rather than as gross income.
FEED
Sales of the feed business increased approximately 5% in the three months ended
November 30, 1999 compared with the prior year. This increase is as a result of
increased unit sales. Income for the feed segment increased $1.1 million for
the three months ended November 30, 1999 compared with the same period last year
primarily due to a slight improvement in feed ingredient and formula feed
margins.
PORK PROCESSING AND MARKETING AND LIVESTOCK PRODUCTION
Sales in the pork processing and marketing business segment increased $15.3
million, or approximately 4%, from the same period last year. This increase is
primarily attributable to higher unit prices partially offset by lower unit
sales.
Income in the pork processing and marketing business segment for the three
months ended November 30, 1999 decreased $4.0 million compared to the prior
period. This decrease is primarily attributable to lower margins which reflect
higher live hog prices and to lower unit sales. In addition, the livestock
production segment had a loss of $5.2 million for the three months ended
November 30, 1999 compared with a loss of $11.7 million in the prior year. This
improvement is primarily attributable to improved unit margins due to higher
live hog prices.
BEEF PROCESSING AND MARKETING
Sales of the beef processing and marketing segment increased $108.6 million for
the three months ended November 30, 1999 compared with the same period last
year. The increase is due to a 6% increase in the number of cattle processed
combined with a 13% increase in unit selling prices.
Farmland's share of the beef processing and marketing segment's income increased
$9.2 million for the three months ended November 30, 1999 compared to the prior
period. This increase is primarily attributable to increased beef unit sales
and increased margin per head of cattle processed. These increases were
partially offset by higher per head labor-related expenses.
NORTH AMERICAN GRAIN
Sales of the North American grain segment decreased $10.0 million for the three
month period ended November 30, 1999 compared with the same period last year
primarily as the result of declines in grain prices largely offset by a
significant increase in unit sales of wheat.
North American grain segment income for the three months ended November 30, 1999
increased $1.3 million compared to the same period last year. This increase is
primarily attributable to improved grain margins. During 1999, our Concourse
Grain venture was liquidated and certain of Concourse Grain's marketing
activities were assumed by North American grain. As a result, during the three
months ended November 30, 1999, income related to grain marketing was included
as a component of gross income. During the first quarter of last year, this
income was included as a component of equity in net income from investees.
INTERNATIONAL GRAIN
International Grain's sales increased $103.4 million and their income increased
$2.2 million for the three month period ended November 30, 1999 compared with
the same period last year primarily as a result of increased volume for all
major commodities.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("SG&A") expenses increased $5.2 million, or
4%, from the same period last year. SG&A expenses directly connected to
segments increased approximately $1.5 million and these expenses have been
included in the determination of business segment income. SG&A expenses not
identified to business segments increased $3.7 million, primarily a result of
increased costs of management information services, increased group health plan
expenses, and expenses incurred in connection with the proposed merger with
Cenex Harvest States.
INTEREST EXPENSE
Interest expense increased $5.6 million due to both an increase in average
borrowings and an increase in average interest rate.
TAX BENEFIT
The income tax benefit increased $6.7 million due to an increase in Farmland's
loss combined with an increase in the effective tax rate. The increase in the
effective tax rate is the result of a change in the income that is available for
patronage.
YEAR 2000
Farmland has not experienced any significant problems related to Year 2000
issues. Also, we do not anticipate encountering significant Year 2000 problems
in the future. Farmland's total cost to ensure our software was Year 2000
compliant was approximately $6.5 million.
RECENT DEVELOPMENTS
Farmland, Cenex Harvest States, and Land O'Lakes have announced their intent to
form an agronomy marketing joint venture, with the venture beginning operations
during early 2000. We anticipate the venture will enable the partners to
achieve enhanced economies of scale and to generate critical mass in our
marketing and distribution. Farmland will retain the ownership of our
manufacturing facilities.
RECENT ACCOUNTING PRONOUNCEMENTS
Statements 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, 2000. We are currently
evaluating the impact, if any, that adoption of the provisions of SFAS No. 133
will have on our 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, 1999. Quantitative and
qualitative disclosures about market risk is contained in Item 7A of our Annual
Report on Form 10-K for the year ended August 31, 1999.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
We are 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, Farmland. 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, Farmland.
Where any such forward-looking statement includes a statement of the assumptions
or basis underlying such forward-looking statement, we caution that, while we
believe such assumptions or basis to be reasonable and makes them in good faith,
the assumed facts or basis almost always vary from actual results, and the
differences between the assumed facts or basis and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, Farmland, 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 our business, the anticipated expenditures
for environmental remediation, Farmland's assessment of future problems related
to Year 2000 issues, the continuation of current operating trends through the
end of this fiscal year, 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, the perceived future business benefits related to our agronomy
marketing venture, and our ability to fully and timely complete modifications
and expansions with respect to certain 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, Farmland:
1.Weather patterns 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 our control that
may affect growth strategies through unification, 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 Farmland.
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 our Annual Report on Form 10-K for the year ended August
31, 1999.
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
November 30, 1999.
Exhibit No. Description of Exhibits
27 Financial Data Schedule
(B) FARMLAND FILED A REPORT ON FORM 8-K, ITEM 5, "OTHER EVENTS" ON
NOVEMBER 30, 1999. THE REPORT ON FORM 8-K DESCRIBED A TAX COURT OPINION
ISSUED RELATED TO AN OUTSTANDING TAX CASE.
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: January 14, 2000
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