<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15 (d) of the Securities
- ------
Exchange Act of 1934
For the six month period ended February 29, 1996 or
Transition report pursuant to Section 13 or 15 (d) of the Securities
- -------
Exchange Act 1934
For the transition period from to
--------------- ---------------
Commission file number: 0-17005
DEKALB Genetics Corporation
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3586793
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Sycamore Road, DeKalb, Illinois 60115
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
815-758-3461
- -------------------------------
(Registrant's telephone number,
including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
-------- -------
Title of class Outstanding as of February 29, 1996
- ---------------------------- -----------------------------------
Class A Common, no par value 749,453
Class B Common, no par value 4,465,497
Exhibit index is located on page 2
Total number of pages 16
<PAGE>
INDEX
Page No.
--------
Part I - Financial Information (Unaudited except for the
Condensed Consolidated Balance Sheet as of August 31, 1995):
Management's Discussion and Analysis of Financial Condition
and Results of Operations 3-5
Condensed Consolidated Statements of Operations for the six
months ended February 29, 1996 and February 28, 1995 6
Condensed Consolidated Statements of Operations for the three
months ended February 29, 1996 and February 28, 1995 7
Condensed Consolidated Balance Sheets, February 29, 1996 and February 28, 1995
and August 31, 1995 8
Condensed Consolidated Statements of Cash Flows for the six
months ended February 29, 1996 and February 28, 1995 9
Notes to Condensed Consolidated Financial Statements 10-12
Part II - Other Information 13-14
EXHIBIT 11 - Computation of Net Earnings per Common and Common 15-16
Equivalent Share for the six months ended February 29, 1996 and February 28,
1995 and for the six months ended February 29, 1996 and February 28, 1995.
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Net earnings for the first six months of fiscal 1996 were $9.6 million ($1.80
per share) compared with $6.5 million ($1.25 per share) in the same period of
the prior year. Earnings from continuing operations were 35 percent higher in
fiscal year 1996 than the previous year. Profitability from each of the
operating segments increased in fiscal year 1996 compared with fiscal year 1995.
North American seed experienced improved corn and soybean sales volumes
resulting from growing product demand. Corn unit margins were lower, however,
due to higher unit production costs. Earnings in the international seed segment
included higher corn and sunflower sales volumes in Argentina. Swine segment
earnings were higher because market hog prices rebounded significantly during
the current fiscal year.
Consolidated revenues in fiscal 1996 were $230.4 million compared with $189.4
million the prior year. The 22 percent increase was primarily due to higher
North American and Argentine corn sales volumes and selling prices.
Fiscal 1996 second quarter earnings from continuing operations were 21 percent
higher than the same period a year ago. The second quarter results reflected
the same trends as the first six month comparison due to the seasonality of the
seed business.
<TABLE>
<CAPTION>
Quarterly Industry Segment Revenues and Earnings
------------------------------------------------
In Millions
-----------
(Unaudited)
-----------
Second Quarter Year-to-Date
February February February February
1996 1995 1996 1995
<S> <C> <C> <C> <C>
- --- --- --- --- ---
Revenues
- --------
North American Seed $142.7 $111.2 $149.1 $115.5
International Seed 26.2 21.3 57.7 50.1
Swine 11.4 11.7 23.6 23.8
Total revenues $180.3 $144.2 $230.4 $189.4
Earnings
- --------
North American Seed $15.9 $14.3 $15.4 $14.1
International Seed 4.2 2.5 7.2 5.4
Swine - (0.4) 0.7 (1.3)
Total operations $20.1 $16.4 $23.3 $18.2
General corporate expenses (2.1) (1.5) (3.2) (2.7)
Net interest expense (2.1) (2.1) (4.4) (4.2)
Earnings from continuing
operations
before income taxes 15.9 12.8 15.7 11.3
Income tax provision 6.2 4.8 6.1 4.2
Earnings from continuing 9.7 8.0 9.6 7.1
operations
Discontinued operations - (0.3) - (0.6)
Net Earnings $ 9.7 $ 7.7 $ 9.6 $ 6.5
</TABLE>
- --------
<PAGE>
- ------
Seed
- ----
North American and European sales and net earnings are primarily realized in the
second and third fiscal quarters (December through May) and for that reason, the
first six month's results should not be annualized. The best year-to-year
comparison of seed results from these two markets is a combined total of the
second and third quarters for the years compared.
North American Seed
-------------------
North American seed segment earnings for the first six months of fiscal 1996
were $1.3 million higher than a year ago. Second quarter earnings in fiscal
1996 followed a similar trend and were $1.6 million higher than the same
quarter of fiscal 1995. Revenues through February, 1996 increased $33.6
million or 29 percent from the same period of the prior year. Higher corn
volume, reflecting greater demand for DEKALB's corn product line, and
increased soybean shipments, combined with higher prices for both products,
were the main reasons for the improvement in revenues.
Partly offsetting the revenue increases were both higher unit corn cost and
greater operating expenses. Corn costs climbed more than $5.00 per unit in
fiscal year 1996. The previous year's cost per unit benefited from an above-
target crop resulting from excellent growing conditions. Additionally, Fiscal
year 1996 corn unit cost was negatively affected by adverse planting and
growing conditions during the 1995 summer production season together with
increased winter production costs. DEKALB's expanded sales efforts and a
continued emphasis on research and development resulted in higher operating
costs for the first six months of fiscal year 1996, a trend which the Company
expects will continue for the remainder of the year.
International Seed
------------------
International seed segment earnings for the first six months of fiscal year
1996 were $1.8 million higher than a year ago due to improved results in
Argentina and Mexico. Higher Argentine corn volume combined with an increased
corn and sunflower margins per unit were the main reasons for the improvement.
Fiscal 1995 results included losses in Mexico due to the effects of
devaluation of the peso, which was not a factor in the first six months of
fiscal year 1996.
Revenues in the second quarter of fiscal year 1996 increased 23 percent from
the same period of the prior year. Higher revenues were largely attributable
to Argentine corn sales volume and price increases. Increases in Argentine
corn sales volume occurred primarily during the second quarter of the current
fiscal year because planting was delayed by drought conditions during the
first quarter of this year. The second quarter of fiscal year 1995 included a
loss in Mexico due to the devaluation of the peso, which was not a factor in
the second quarter of fiscal year 1996.
Swine
- -----
Swine segment results for the first six months of fiscal year 1996 were $2.0
million higher than a year ago. Average market hog prices in fiscal year 1996,
which increased more than $9.00 per hundred-weight from fiscal year 1995,
contributed to the earnings improvement. Soft demand for commercial boars and
gilts resulting from unfavorable industry economic conditions continued to
challenge DEKALB's swine segment operations.
<PAGE>
General
- -------
The increase in general corporate expenses over last year was largely the result
of enhanced employee benefits.
The effective tax rate increased from 38 percent in the first six months of
fiscal 1995 to 39 percent for the same period in fiscal 1996. The principal
factor causing the increase was the loss of tax credits for research and
development expenditures previously allowed by law, but presently pending
congressional action, which were partly offset by the impact of improved equity
earnings in Mexico. For each interim period, the tax rate is determined from
an estimate of full year earnings and the resultant tax.
On January 31, 1996, DEKALB entered into a series of agreements with Monsanto
Company, (Monsanto), including an agreement which provides for a long-term
research and development collaboration with Monsanto in the field of
agricultural biotechnology, particularly corn seed. DEKALB and Monsanto also
entered into cross-licensing agreements covering insect-resistant and herbicide-
tolerant corn products targeted to reach the market over the next three years.
Subsequent to the end of the second quarter, DEKALB completed a sale of equity
to Monsanto as part of an Investment Agreement. Monsanto purchased from DEKALB
80,907 newly issued shares of DEKALB Class A (voting) Common Stock at a price
per share of $ 65.00 and 378,000 newly issued shares of Class B (non-voting)
Common Stock at a price per share of $65.00. As a result of the new stock
issued to Monsanto, the total number of outstanding shares of Common Stock of
the Company has risen to over 5.6 million from about 5.2 million.
The cash received from Monsanto for the sale of equity served to strengthen
DEKALB's balance sheet. Debt to equity is expected to be reduced significantly.
On a pro forma basis at the end of the second quarter, the cash infusion would
have reduced the relationship of debt to equity from 46 percent to 41 percent
absent any reduction of debt. DEKALB intends to invest the additional cash in
growth opportunities including research programs and production facility
upgrades.
Monsanto also acquired 1,723,738 shares of DEKALB's publicly traded Class B
Stock in a separate cash tender offer at a price of $71.00 per share. Upon
completion of the tender offer, Monsanto held ten percent of the Class A voting
shares and approximately 43 percent of the Class B non-voting shares.
Additionally, DEKALB received $4.0 million from Monsanto during March, 1996, the
first payment under the companies' collaboration agreement, which calls for
total payments of $19.5 million over the term of the agreement.
Financial Position
- ------------------
During the first half of fiscal 1996, net cash flow from operations increased
$30.3 million compared to the same period a year ago. Successful early cash
discount programs in the North American seed business generated substantially
greater amounts of cash during the current fiscal year. Cash outflow for
investing activities was higher in the first six months of fiscal year 1996 due
to expenditures for capital improvements for Argentine and North American seed
production facilities and investments in seed related intellectual property.
Cash requirements for the first six months were provided by earnings and
existing short-term credit facilities. Committed credit lines include a $50
million revolving credit facility through December 31, 1998 and a $10 million
facility available through November 26, 1996. These agreements contain various
restrictions on the activities of the Company as to maintenance of working
capital and tangible net worth, amount and type of indebtedness, and the
acquisition or disposition of capital shares or assets of the Company and its
subsidiaries.
Management believes its operating cash flow, other potential sources of funds,
and existing lines of credit are sufficient to cover normal and expected working
capital needs, capital expenditures, dividends and debt maturities.
<TABLE>
-------
<CAPTION>
---------
DEKALB GENETICS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
February February
1996 1995
<S> <C> <C>
Revenues $230.4 $189.4
Cost of revenues 123.5 97.9
GROSS MARGIN 106.9 91.5
Selling expenses 43.0 36.3
Research and development cost 26.3 22.9
General and administrative expense 15.8 13.8
OPERATING EARNINGS 21.8 18.5
Interest expense, net of interest income of $0.3
in 1996 (4.4) (4.2)
and $0.2 in 1995
Other expense, net (1.7) (3.0)
Earnings from continuing operations before income 15.7 11.3
taxes
Income tax provision 6.1 4.2
Earnings from continuing operations 9.6 7.1
Discontinued operations - (0.6)
NET EARNINGS $9.6 $6.5
Earnings per share from continuing operations $1.80 $1.36
Discontinued operations - (0.11)
NET EARNINGS PER SHARE $1.80 $1.25
DIVIDENDS PER SHARE $0.40 $0.40
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
February February
1996 1995
<S> <C> <C>
Revenues $180.3 $144.2
Cost of revenues 95.1 71.1
GROSS MARGIN 85.2 73.1
Selling expenses 35.5 29.8
Research and development cost 21.1 17.9
General and administrative expense 9.8 7.9
OPERATING EARNINGS 18.8 17.5
Interest expense, net of interest income of $0.1
in 1996 and 1995 (2.1) (2.1)
Other expense, net (0.8) (2.6)
Earnings from continuing operation before income 15.9 12.8
taxes
Income tax provision 6.2 4.8
Earnings from continuing operations 9.7 8.0
Discontinued operations - (0.3)
NET EARNINGS $9.7 $7.7
Earnings per share from continuing operations $1.81 $1.54
Discontinued operations - (0.06)
NET EARNINGS PER SHARE $1.81 $1.48
DIVIDENDS PER SHARE $0.20 $0.20
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
FEBRUARY 29, 1996 AND FEBRUARY 28, 1995 AND AUGUST 31, 1995
(DOLLARS IN MILLIONS)
February February August
1996 1995 1995
<S> (Unaudited)
Current assets: <C> <C> <C>
Cash and cash equivalents $15.0 $0.8 $3.0
Notes and accounts receivable, net of
allowance for
doubtful accounts of $3.6 at February 79.9 82.4 57.6
29, 1996, $2.2 at
February 28, 1995, and $2.7 at August
31, 1995
doubtful accounts of $3.6 at February
29, 1996, $2.2 at
February 28, 1995, and $2.7 at August 79.7 82.4 57.6
31, 1995
Inventories (Note 2) 112.7 119.5 106.0
Deferred income taxes 4.7 4.3 4.7
Other current assets 5.1 9.0 3.7
Total current assets 217.2 216.0 175.0
Investments in and advances to related 3.6 3.6 3.9
companies
Intangible assets 42.8 40.6 40.0
Other assets 5.6 8.1 4.3
Property, plant and equipment, at cost 247.8 235.6 240.0
Less accumulated depreciation and (143.2) (138.9) (140.2)
amortization
Net property, plant and equipment 104.6 96.7 99.8
Total assets $373.8 $365.0 $323.0
Current liabilities:
Notes payable $28.6 $36.0 $42.8
Accounts payable, trade 34.5 31.9 6.7
Other accounts payable 25.2 28.2 15.6
Other current liabilities 49.2 43.9 29.5
Total current liabilities 137.5 140.0 94.6
Deferred compensation and other credits 6.1 6.2 5.8
Deferred income taxes 11.1 10.4 11.3
Long-term debt, less current maturities 85.0 85.0 85.0
Commitments and contingent liabilities (Note 4)
Shareholders' equity:
Capital stock:
Common, Class A; authorized 5,000,000 0.1 0.1 0.1
shares
Common, Class B; authorized 15,000,000 0.4 0.4 0.4
shares
Capital in excess of stated value 81.6 80.5 80.9
Retained earnings 59.8 50.1 52.3
Currency translation adjustments (Note 3) (5.4) (5.3) (5.0)
136.5 125.8 128.7
Less treasury stock, at cost (2.4) (2.4) (2.4)
Total shareholders' equity 134.1 123.4 126.3
Total liabilities and shareholders' equity $373.8 $365.0 $323.0
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED FEBRUARY 29, 1996 AND FEBRUARY 28,
1995
(DOLLARS IN MILLIONS)
(UNAUDITED)
February February
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $9.6 $6.5
Adjustments to reconcile net income to
net cash
flow from operating activities:
Depreciation and amortization 5.4 5.4
Equity (earnings) loss, net of (0.2) 1.9
dividends
Other 5.4 6.5
Changes in assets and liabilities:
Receivables (22.9) (38.6)
Inventories (11.8) (27.1)
Other current assets (1.4) (1.7)
Accounts payable 37.4 40.5
Accrued expenses 14.1 12.8
Other assets and liabilities 4.8 3.9
Net cash flow from operating 40.4 10.1
activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and (9.9) (5.7)
equipment
Proceeds from sale of property, plant 0.3 0.6
and equipment
Other (3.5) 0.4
Net cash flow from investing (13.1) (4.7)
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments made on debt (14.2) (9.1)
Dividends paid (2.1) (2.0)
Other 0.7 0.3
Net cash flow from financing (15.6) (10.8)
activities
Net effect of exchange rates on cash 0.3 -
Net increase in cash and cash 12.0 (5.4)
equivalents
Cash and cash equivalents August 31 3.0 6.2
Cash and cash equivalents at the end $15.0 $0.8
of February
Supplemental Cash Flow Information
Cash paid (refunded) during the period
for:
Income taxes $(0.7) $1.3
Interest $7.2 $4.2
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
-----------
1. The consolidated financial statements included herein are presented in
accordance with the requirements of Form 10-Q and consequently do not
include all of the disclosures normally required by generally accepted
accounting principles or those normally made in the Company's Annual Report
on Form 10-K. In order to facilitate a better comparison of the highly
seasonal seed operations of the Company, a Condensed Consolidated Balance
Sheet at August 31, 1995 is included herein as part of the condensed
consolidated financial statements.
The results presented are unaudited (other than the Condensed Consolidated
Balance Sheet at August 31, 1995, which is derived from the Company's
audited year-end balance sheet) but include, in the opinion of management,
all adjustments of a normal recurring nature necessary for a fair statement
of the results of operations and financial position for the respective
interim periods.
Certain costs and expenses incurred in the North American and international
seed businesses are charged against income as sales are recognized for
interim reporting purposes. The Company believes this method more closely
matches revenues with expenses and results in more comparability of
reporting periods within the year. Since there are only minor North
American seed sales recorded in the first and fourth quarters, this method
defers first quarter expenses related to sales which will occur later in the
year, primarily in the second quarter; it also anticipates expenses incurred
in the fourth quarter, primarily in the third quarter. Southern hemisphere
international seed sales occur largely in the first and second quarters and
this same method anticipates future expenses from the third and fourth
quarters and matches them against the first and second quarter revenues.
2. Inventories, valued at the lower of cost or market (in millions), were as
follows:
<TABLE>
<CAPTION>
February February August
1996 1995 1995
<S> <C> <C> <C>
Commercial seed $ 99.8 $109.3 $ 95.3
Swine 8.0 7.3 7.6
Supplies and other 4.9 2.9 3.1
$112.7 $199.5 $106.0
</TABLE>
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
-----------
(continued)
3.Effective in fiscal 1995, the Company accounts for translation of foreign
currency in countries formerly considered hyperinflationary in accordance
with Statement of Financial Accounting Standards No. 52 (SFAS No. 52),
"Foreign Currency Translation." Foreign-currency assets and liabilities are
translated into their U.S. dollar equivalents based on rates of exchange
prevailing at the end of the respective period. Translation adjustments
resulting from translating foreign currency financial statements of
consolidated subsidiaries into their U.S. dollar equivalents are reported
separately and accumulated in a separate component of stockholders' equity.
The following summarizes the activity in the translation adjustment account:
<TABLE>
<CAPTION>
(In millions)
-------------
February February
1996 1995
<S> <C> <C>
Balance at September 1 $(5.0) $(2.7)
Translation (loss) (0.4) (2.6)
Balance at end of February $(5.4) $(5.3)
</TABLE>
Aggregate exchange gains and losses arising from the translation of foreign
currency transactions in other than the functional currency of the particular
entity are included in income.
4.The Company and its subsidiaries are defendants in various legal actions
arising in the course of business activities. In the opinion of management,
these actions will not result in a material adverse effect on the Company's
consolidated operations or financial position.
Most potential property losses are self-insured.
5.On April 28, 1995, the Company sold its poultry operation to Central Farm of
America, Inc., an affiliate of Toshoku, Ltd., for $12.5 million in cash.
Accordingly, the poultry business is reported as a discontinued operation and
the consolidated financial statements for the first six months of fiscal year
1995 were reclassified to report separately the net assets and operating
results of the business. The Company's operating results for the prior year
have been restated to reflect continuing operations.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
-----------
(continued)
6.On January 31, 1996, the Company entered into a series of agreements with
Monsanto Company (Monsanto), including an agreement which provides for a
long-term research and development collaboration with Monsanto in the field
of agricultural biotechnology, particularly corn seed. DEKALB and Monsanto
also entered into cross-licensing agreements covering insect-resistant and
herbicide-tolerant corn products targeted to reach the market over the next
three years.
Subsequent to the end of the second quarter, DEKALB completed a sale of
equity to Monsanto as part of an Investment Agreement. Monsanto purchased
from DEKALB 80,907 newly issued shares of DEKALB Class A (voting) Common
Stock at a price per share of $ 65.00 and 378,000 newly issued shares of
Class B (non-voting) Common Stock at a price per share of $65.00. As a
result of the new stock issued to Monsanto, the total number of outstanding
shares of Common Stock of the Company has risen to over 5.6 million from
about 5.2 million.
Monsanto also acquired 1,723,738 shares of DEKALB's publicly traded Class
B Stock in a separate cash tender offer at a price of $71.00 per share. Upon
completion of the tender offer, Monsanto held ten percent of the Class A
voting shares and approximately 43 percent of the Class B non-voting shares.
Additionally, DEKALB received $4.0 million from Monsanto in March, 1996, the
first payment under the companies' collaboration agreement, which calls for
total payments of $19.5 million over the term of the agreement.
The Investment Agreement, among other things: (i) provides Monsanto with the
right, for one year after the closing under the Investment Agreement (the
``Closing''), to purchase in the market additional Class B Stock so long as
the total Common Stock owned by Monsanto does not exceed 40% of the Common
Stock outstanding at such time, (ii) restricts the ability of Monsanto to
transfer securities of DEKALB; (iii) provides DEKALB under specified
circumstances with a right of first refusal in respect of certain proposed
transfers by Monsanto of securities of DEKALB; (iv) limits for ten years,
subject to certain exceptions, the ability of Monsanto to acquire additional
securities of DEKALB; (v) requires DEKALB to provide notice to Monsanto of
certain transactions in order to provide Monsanto with the opportunity to
propose an alternative transaction to DEKALB; and (vi) prohibits Monsanto
from engaging in specified activities.
The Investment Agreement also provides that after the Closing Monsanto will
be entitled to nominate one member for election to DEKALB's Board of
Directors, and that Monsanto may nominate for election in January, 1997 an
additional member to DEKALB's Board. DEKALB is obligated to support any such
nominations made in accordance with the terms of the Investment Agreement.
The Investment Agreement further provides that, during any period in which
Monsanto is entitled to nominate one or more members to DEKALB's Board,
DEKALB will use all reasonable efforts to assure that there be at least three
members of its Board who are independent of DEKALB, Monsanto and certain
large holders of Class A Stock.
<PAGE>
Part II
OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
- ---------------------------
The Company and its subsidiaries are defendants in various legal actions
arising in the course of business activities. In the opinion of
management, these actions will not result in a material adverse effect on
the Company's consolidated operations or financial position.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------------
The annual meeting of stockholders of the Company was held on Tuesday,
January 16, 1996. The stockholders elected five directors and the votes
were cast as follows:
For Withheld
--- --------
Allan Aves 651,431 11,547
Douglas C. Roberts 651,134 11,844
Paul H. Hatfield 651,431 11,547
Virginia Roberts Holt 651,106 11,872
Tod R. Hamacheck 651,431 11,547
`
There were no abstentions or broker non-votes.
With 618,252 votes cast in favor, 38,071 votes against and 6,655
abstentions, on a motion by Allan Aves and seconded by Richard O. Ryan, the
following resolution was adopted:
Resolved, that the amendment to the DEKALB Genetics Corporation Long-Term
Incentive Plan which is set forth in the Notice of Annual Meeting of
Stockholders of Class A Common Stock and the Proxy Statement be, and it
hereby is approved.
Item 6. Exhibits and Reports on Form 8-K Page
- ----------------------------------------------- ----
(a) Exhibit 11 -
Computation of Net Earnings per Common and Common Equivalent Shares for the
six months ended February 29, 1996 and February 28, 1995 and for the six
months ended February 29, 1996 and February 28, 1995. 15-16
<PAGE>
(b) Reports on Form 8-K - In a report filed on Form 8-K dated February 1,
1996, the Company reported a definitive agreement for a long-
term research and development collaboration with Monsanto
Company in the field of agricultural biotechnology,
particularly corn seed.
In a report filed on Form 8-K dated February 22, 1996, the
Company reported it was granted a patent for marker technology
used to predict yields of corn germplasm.
In a report filed on Form 8-K dated March 12, 1996, the
Company reported that DEKALB Genetics and Monsanto completed
equity sale as part of a long-term research collaboration.
SIGNATURE
---------
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.
DEKALB Genetics Corporation
---------------------------
Date: April 10, 1996 Thomas R. Rauman
--------------- -----------------------
(Signature)
Thomas R. Rauman
Vice President-Finance,
Chief Financial Officer
<TABLE>
<CAPTION>
EXHIBIT 11
----------
COMPUTATION OF NET EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARE
For the six months ended February 29, 1996 and February 28, 1995
February February
1996 1995
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Shares
------
Average shares outstanding 5,194,719 5,151,754
Net average additional shares
outstanding
assuming dilutive stock options
exercised
and proceeds used to purchase treasury
stock
at average market price 148,572 72,799
Average number of common and common
equivalent shares outstanding 5,343,291 5,224,553
Net Earnings
------------
Net earnings for primary earnings per $9,591,693 $6,534,000
share
Primary Earnings Per Share $1.80 $1.25
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT 11
----------
COMPUTATION OF NET EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARE
For the three months ended February 29, 1996 and February 28, 1995
February February
1996 1995
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Shares
------
Average shares outstanding 5,199,999 5,154,976
Net average additional shares
outstanding
assuming dilutive stock options
exercised
and proceeds used to purchase treasury
stock
at average market price 156,920 65,621
Average number of common and common
equivalent shares outstanding 5,356,919 5,220,597
Net Earnings
------------
Net earnings for primary earnings per $9,688,029 $7,727,000
share
Primary Earnings Per Share $1.81 $1.48
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Operations and the Consolidated Balance Sheets and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> FEB-29-1996
<CASH> 15000
<SECURITIES> 0
<RECEIVABLES> 83300
<ALLOWANCES> 3600
<INVENTORY> 112700
<CURRENT-ASSETS> 217200
<PP&E> 247800
<DEPRECIATION> 143200
<TOTAL-ASSETS> 373800
<CURRENT-LIABILITIES> 137500
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 133600
<TOTAL-LIABILITY-AND-EQUITY> 373800
<SALES> 230400
<TOTAL-REVENUES> 230400
<CGS> 123500
<TOTAL-COSTS> 85100
<OTHER-EXPENSES> 1700
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4400
<INCOME-PRETAX> 15700
<INCOME-TAX> 6100
<INCOME-CONTINUING> 9600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9600
<EPS-PRIMARY> 1.80
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule ccontains summary financial information extracted from the
Consolidated Statement of Operations and the Consolidated Balance Sheets and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-END> FEB-28-1995
<CASH> 800
<SECURITIES> 0
<RECEIVABLES> 84600
<ALLOWANCES> 2200
<INVENTORY> 119500
<CURRENT-ASSETS> 216000
<PP&E> 235600
<DEPRECIATION> 138900
<TOTAL-ASSETS> 365000
<CURRENT-LIABILITIES> 140000
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 122900
<TOTAL-LIABILITY-AND-EQUITY> 365000
<SALES> 189400
<TOTAL-REVENUES> 189400
<CGS> 97900
<TOTAL-COSTS> 73000
<OTHER-EXPENSES> 3000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4200
<INCOME-PRETAX> 11300
<INCOME-TAX> 4200
<INCOME-CONTINUING> 7100
<DISCONTINUED> (600)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6500
<EPS-PRIMARY> 1.25
<EPS-DILUTED> 0
</TABLE>
