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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 QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSION PERIOD FROM _____ TO _____.
COMMISSION FILE NUMBER 333-84486
PURINA MILLS, LLC
(Exact name of Registrant as specified in its charter)
DELAWARE 41-2015534
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1080 COUNTY ROAD F
ARDEN HILLS, MINNESOTA 55112
(Address of principal executive offices and zip code)
(651) 481-4700
(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 [ ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [X] No [ ]
TABLE OF CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION 3
ITEM 1. FINANCIAL STATEMENTS 3
Financial Statements (unaudited) for the three months and nine months ended September 30, 2002 and 2001
Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001 .............................................. 3
Consolidated Statements of Operations for the three months and nine months ended September 30, 2002 and 2001 ............ 4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and 2001 ............................. 5
Notes to Consolidated Financial Statements .............................................................................. 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .......................... 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..................................................... 18
ITEM 4. CONTROLS AND PROCEDURES ........................................................................................ 19
PART II. OTHER INFORMATION 20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .............................................................................. 20
SIGNATURES ............................................................................................................. 21
CERTIFICATIONS ......................................................................................................... 22
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PURINA MILLS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
2002 2001
----------------- ---------------
($ IN THOUSANDS)
(UNAUDITED)
ASSETS
Current assets:
Cash and short-term investments............................... $ 5,468 $ 14,370
Receivables, net.............................................. 22,406 22,097
Inventories................................................... 45,178 45,795
Prepaid expenses.............................................. 999 2,423
----------- -----------
Total current assets..................................... 74,051 84,685
Investments....................................................... 11,473 11,105
Property, plant and equipment, net................................ 163,252 220,567
Goodwill, net..................................................... 144,738 86,872
Other intangibles, net............................................ 94,690 99,169
Receivable from Land O'Lakes Farmland Feed LLC.................... - 15,445
Other assets...................................................... 20,924 19,684
----------- -----------
Total assets............................................. $ 509,128 $ 537,527
=========== ===========
LIABILITIES AND EQUITIES
Current liabilities:
Accounts payable.............................................. $ 39,461 $ 53,591
Accrued expenses.............................................. 25,443 19,012
----------- -----------
Total current liabilities................................ 64,904 72,603
Notes payable - Land O'Lakes Farmland Feed LLC ................... 11,376 58,763
Employee benefits and other liabilities........................... 34,118 32,980
Minority interests................................................ 16 28
Equities:
Contributed capital........................................... 367,287 366,897
Retained earnings............................................. 31,427 6,256
----------- -----------
Total equities........................................... 398,714 373,153
----------- -----------
Commitments and contingencies
Total liabilities and equities.................................... $ 509,128 $ 537,527
=========== ===========
See accompanying notes to consolidated financial statements.
3
PURINA MILLS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------------ -------------------------
2002 2001 2002 2001
-------------------------------------------------------
($ IN THOUSANDS)
(UNAUDITED)
Net sales................................................ $ 205,511 $ 198,464 $ 620,293 $ 611,819
Cost of sales............................................ 168,439 160,213 510,512 498,273
--------- --------- --------- ---------
Gross profit............................................. 37,072 38,251 109,781 113,546
Selling, general and administration...................... 27,448 31,546 85,002 105,974
--------- --------- --------- ---------
Earnings from operations................................. 9,624 6,705 24,779 7,572
Interest (income) expense, net........................... (322) 2,936 (886) 8,568
Equity in (earnings) loss of affiliated companies........ (90) 44 487 549
Minority interest in (loss) earnings of subsidiaries..... (62) (10) 7 92
--------- --------- --------- ---------
Earnings (loss) before income taxes...................... 10,098 3,735 25,171 (1,637)
Income tax expense....................................... - 2,430 - 2,253
--------- --------- --------- ---------
Net earnings (loss)...................................... $ 10,098 $ 1,305 $ 25,171 $ (3,890)
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
4
PURINA MILLS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
--------------------------
2002 2001
--------------------------
($ IN THOUSANDS)
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)...................................... $ 25,171 $ (3,890)
Adjustments to reconcile net earnings (loss) to
cash provided by operating activities:
Depreciation and amortization......................... 21,423 35,294
Decrease in other assets.............................. (2,792) (2,069)
Increase in other liabilities......................... 1,058 2,297
Equity in loss of affiliated companies................ 487 549
Minority interests.................................... 7 92
Other................................................. - 1,660
Changes in current assets and liabilities, net of
acquisitions and divestitures:
Receivables........................................... 2,387 7,533
Inventories........................................... 618 3,310
Other current assets.................................. 1,424 (344)
Accounts payable...................................... (14,327) (21,514)
Accrued expenses...................................... (6,657) 3,247
--------- ---------
Net cash provided by operating activities................ 28,799 26,165
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment............... (5,941) (14,396)
Payments for investments................................. (15) (578)
Proceeds from investments................................ 467 1,152
Proceeds from sale of property, plant and equipment...... - 124
--------- ---------
Net cash used by investing activities.................... (5,489) (13,698)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on note payable to Land O'Lakes
Farmland Feed LLC..................................... (31,942) -
Payments on term loan.................................... - (42,000)
Other.................................................... (270) (23)
--------- ---------
Net cash used by financing activities.................... (32,212) (42,023)
--------- ---------
Net decrease in cash and short-term investments.......... (8,902) (29,556)
Cash and short-term investments at beginning of period...... 14,370 37,664
--------- ---------
Cash and short-term investments at end of period............ $ 5,468 $ 8,108
========= =========
Supplementary Disclosure of Cash Flow Information:
Cash paid during periods for:
Interest, net of interest capitalized................. $ - $ 9,493
Income taxes paid..................................... $ - $ 2,979
See accompanying notes to consolidated financial statements.
5
PURINA MILLS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ IN THOUSANDS IN TABLES)
(UNAUDITED)
1. BASIS OF PRESENTATION
On October 11, 2001, pursuant to an Agreement and Plan of Merger, LOL
Holdings III, Inc., an indirect wholly-owned subsidiary of Land O'Lakes, Inc.
was merged into Purina Mills, Inc. ("PMI"), with PMI being the surviving
corporation. As a result of the merger, LOL Holdings II, Inc., a wholly-owned
subsidiary of Land O'Lakes, Inc. owned 100% of PMI. Subsequently, PMI was
reorganized as a limited liability company, renamed Purina Mills, LLC ("Purina
Mills") and LOL Holdings II, Inc. contributed the business to Land O'Lakes
Farmland Feed LLC. Upon the formation of Purina Mills, provisions for income
taxes were no longer recorded since the taxable operations pass directly to the
owner.
The merger has been accounted for as a purchase transaction in accordance
with Statement of Financial Accounting Standards No. 141 ("SFAS 141") and,
accordingly, the consolidated financial statements for periods subsequent to
October 11, 2001 reflect the purchase price, including transaction costs,
allocated to tangible and intangible assets acquired and liabilities assumed,
based on their estimated fair value as of October 11, 2001. The consolidated
financial statements for periods prior to October 11, 2001 have been prepared on
the predecessor cost basis of Purina Mills, LLC.
2. SIGNIFICANT ACCOUNTING POLICIES
The unaudited consolidated financial statements reflect, in the opinion of
the management of Purina Mills, LLC (the "Company"), all normal recurring
adjustments necessary for a fair statement of the financial position and results
of operations and cash flows for the interim periods. The statements are
condensed and, therefore do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. Additionally, certain
reclassifications have been made to prior period consolidated statements to
conform to the consolidated financial statement presentation as of and for the
nine months ended September 30, 2002. The results of operations and cash flows
for interim periods are not necessarily indicative of results for a full year.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." Major provisions of these statements are as follows: all business
combinations must now use the purchase method of accounting, the pooling of
interests method of accounting is now prohibited; intangible assets acquired in
a business combination must be recorded separately from goodwill if they arise
from contractual or other legal rights or are separable from the acquired entity
and can be sold, transferred, licensed, rented or exchanged, either individually
or as a part of a related contract, asset or liability; goodwill and intangible
assets with indefinite lives are not amortized, but tested for impairment
annually, except in certain circumstances, and whenever there is an impairment
indicator; all acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting. The Company adopted the
provisions of SFAS 141 and certain provisions of SFAS 142 as of July 1, 2001,
and the remaining provisions of SFAS 142 as of January 1, 2002. As required by
SFAS 142, the Company performed step one of the impairment testing of goodwill
by June 30, 2002. The fair value of goodwill exceeded the carrying amount,
therefore the second step of impairment testing was not required and no
impairment has been recognized in the current year of adoption. The Company will
perform impairment tests annually and whenever events or circumstances occur
indicating that goodwill or other intangible assets might be impaired. As of
January 1, 2002, the Company is no longer amortizing goodwill, except for
goodwill related to the acquisition of cooperatives and the formation of joint
ventures.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
Net earnings (loss) $ 10,098 $ 1,305 $ 25,171 $ (3,890)
Add back: Goodwill amortization, net of tax - - - -
-------- ------- -------- --------
Adjusted net earnings (loss) $ 10,098 $ 1,305 $ 25,171 $ (3,890)
======== ======= ======== ========
6
3. GOODWILL AND OTHER INTANGIBLE ASSETS
A summary of intangible assets follows:
AS OF SEPTEMBER 30, 2002
----------------------------
GROSS
CARRYING ACCUMULATED
AMOUNT AMORTIZATION
-------- ------------
Amortized intangible assets
Patents..................................... $ 16,373 $ (1,106)
Other....................................... 5,121 (2,661)
--------- ----------
Total....................................... $ 21,494 $ (3,767)
========= ==========
Nonamortized intangible assets
Trademarks.................................. $ 76,963
=========
Aggregate amortization expense:
For nine months ended September 30, 2002.... $ 2,772
Estimated amortization expense:
For the three months ended December 31, 2002 $ 622
For year ended December 31, 2003............ 1,715
For year ended December 31, 2004............ 1,715
For year ended December 31, 2005............ 1,715
For year ended December 31, 2006............ 1,599
For year ended December 31, 2007............ 1,154
The changes in the carrying amount of goodwill for the nine months ended
September 30, 2002, are as follows:
Balance as of January 1, 2002......................... $ 86,872
Reallocation of purchase price........................ 57,866
---------
Balance as of September 30, 2002...................... $ 144,738
=========
The reallocation of the purchase price was primarily the result of
finalizing the appraisals during the third quarter ended September 30, 2002. The
offsetting reduction to property, plant and equipment resulted in a $3.9 million
adjustment to reduce depreciation expense, which was also recorded in the third
quarter ended September 30, 2002.
4. RECEIVABLES
A summary of receivables is as follows:
SEPTEMBER 30, DECEMBER 31,
2002 2001
---- ----
Notes from sale of trade receivables (see Note 5).... $ 24,712 $ 16,937
Other................................................ 3,727 10,809
--------- ---------
28,439 27,746
Less allowance for doubtful accounts................. 6,033 5,649
--------- ---------
Total receivables, net............................... $ 22,406 $ 22,097
========= =========
5. RECEIVABLES PURCHASE FACILITY
In December 2001, Land O'Lakes, Inc., Land O'Lakes Farmland Feed LLC, and
Purina Mills, LLC established a $100.0 million receivables purchase facility
with CoBank, ACB (CoBank). A wholly owned unconsolidated special purpose entity,
Land O'Lakes Farmland Feed SPV, LLC, (SPE), was established to purchase certain
receivables from Land O'Lakes, Inc., Land O'Lakes Farmland Feed LLC, and Purina
Mills, LLC. CoBank has been granted an interest in the receivables owned by the
SPE. The transfers of the receivables from Purina Mills, LLC to the SPE are
structured as sales and, accordingly, the receivables transferred to the SPE are
not reflected in Purina Mills, LLC's consolidated balance sheet. However, Land
O'Lakes, Inc., Land O'Lakes Farmland Feed LLC, and Purina Mills, LLC retain the
credit risk related to the repayment of the notes receivable with the SPE, which
in turn is dependent upon the credit risk of the SPE's receivables. Accordingly,
Purina Mills, LLC has retained reserves for estimated losses. Purina Mills, LLC
expects no significant gains or losses from the sale of the receivables. The
total accounts receivable sold during the three months and nine months ended
September 30, 2002 were $229.0 million and $687.4 million, respectively.
7
6. INVENTORIES
A summary of inventories is as follows:
SEPTEMBER 30, DECEMBER 31,
2002 2001
---- ----
Raw materials......................... $ 31,250 $ 34,079
Finished goods........................ 13,928 11,716
---------- ----------
Total inventories..................... $ 45,178 $ 45,795
========== ==========
7. INVESTMENTS
Purina Mills, LLC's investments are as follows:
SEPTEMBER 30, DECEMBER 31,
2002 2001
---- ----
Harmony Farms, LLC.................... $ 3,340 $ 3,969
T-PM Holdings Company................. 1,375 1,290
Northern Colorado Feed, LLC........... 834 1,210
ESSV, LLC............................. 893 -
Alliance Milk Products, LLC........... - 874
Eastern Block, Inc. .................. 446 545
Y-Not, LLC............................ 537 560
Eastgate Feed and Grain, LLC.......... 214 214
Eslabon Companies..................... 191 225
Other................................. 3,643 2,218
---------- ----------
Total investments..................... $ 11,473 $ 11,105
========== ==========
8. PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment is as follows:
SEPTEMBER 30, DECEMBER 31,
2002 2001
---- ----
Land and land improvements.................. $ 11,430 $ 11,041
Buildings and building equipment............ 50,616 65,745
Machinery and equipment..................... 110,390 140,207
Construction in progress.................... 16,031 10,138
---------- ----------
188,467 227,131
Less accumulated depreciation............... 25,215 6,564
---------- ----------
Total property, plant and equipment, net.... $ 163,252 $ 220,567
========== ==========
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read the following discussions of financial condition and
results of operations of Purina Mills, LLC (the Company) together with the
financial statements and the notes to such statements included elsewhere in this
Form 10-Q. This discussion contains forward-looking statements based on current
expectations, assumptions, estimates and projections of the management of the
Company. These forward-looking statements involve risks and uncertainties.
Actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, as more fully
described in the "Risk Factors" section and elsewhere in this Form 10-Q. We
undertake no obligation to update publicly any forward-looking statements.
OVERVIEW
General
The Company produces both commercial and lifestyle animal feed for a wide
variety of animals, including dairy cattle, beef cattle, swine, poultry, horses
and other specialty animals such as laboratory and zoo animals. Farmers and
specialized livestock producers who derive income from the sale of milk, eggs,
poultry and livestock use the Company's commercial feed products. Customers who
own animals principally for non-commercial purposes use the Company's lifestyle
feed products. The Company markets animal feed products, other than dog and cat
food, under the leading brands in the industry, Purina, Chow and the
"Checkerboard " Nine Square Logo.
In October 2001, Land O'Lakes acquired Purina Mills, Inc. and contributed
the business to Land O'Lakes Farmland Feed LLC. The total purchase price of
Purina Mills, Inc. was $358.6 million. The acquisition added $86.9 million of
goodwill and $98.9 million of other intangible assets to the balance sheet of
Land O'Lakes Farmland Feed LLC, which was pushed down to the Company. Land
O'Lakes Inc. financed the acquisition and refinanced outstanding indebtedness of
Land O'Lakes, Inc. and the Company through a combination of secured bank
revolving credit and term debt and the issuance of $350.0 million of unsecured
senior notes due 2011. The Company and its wholly-owned domestic subsidiaries
(other than LOL Farmland Feed SPV, LLC) have guaranteed this indebtedness and
have secured that obligation with substantially all assets.
Consolidated and Unconsolidated Businesses
The Company has several business activities that are not wholly owned. The
results of the majority and wholly-owned businesses are fully consolidated. The
minority owners' share in these businesses is eliminated in the consolidated
financial statements. Most of the investments in joint ventures in which the
Company has 50% or less of the governance rights are accounted for under the
equity method of accounting. For the nine months ended September 30, 2002,
losses in unconsolidated businesses were $0.5 million compared to losses of $0.3
million for the nine months ended September 30, 2001. The investment in
unconsolidated businesses as of September 30, 2002 was $8.1 million, compared to
$9.3 million as of December 31, 2001. Cash flow from our investment in
unconsolidated businesses for the nine months ended September 30, 2002 was $0.5
million compared to $1.2 million for the nine months ended September 30, 2001.
Critical Accounting Policies
The Company utilizes certain accounting measurements under applicable
generally accepted accounting principles, which involve the exercise of
management's judgment about subjective factors and estimates about the effect of
matters, which are inherently uncertain. The following is a summary of those
accounting measurements which the Company believes are most critical to the
reported results of operations and financial condition.
Inventory Valuation. Inventories are valued at the lower of cost or market.
Cost is determined on an average cost basis. The Company's products use
agricultural commodities as inputs; in particular corn, soybean meal, and wheat
midds. Through pricing and the use of risk management tools, the results are
marginally affected by the change in the cost of commodity inputs. Industry
practices in animal feed pass cost fluctuations on to the customer in the long
term, but do not protect against large sudden movements in input costs in the
short term.
9
The Company uses derivative commodity instruments, primarily futures
contracts, to reduce the exposure to changes in commodity prices primarily for
product inputs such as soybean meal and corn. These contracts are not designated
as hedges under Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities." Accordingly,
since the adoption of SFAS No. 133, effective January 1, 2001, the futures
contracts are marked to market each month and unrealized gains and losses are
recognized in earnings. Prior to 2001, the Company did not mark derivative
commodity instruments to market; instead, the Company recorded losses or gains
only when realized.
Allowance for Doubtful Accounts. The Company estimates its allowance for
doubtful accounts based on an analysis of specific accounts, an analysis of
historical trends, payment and write-off histories, current sales levels and the
state of the economy. The Company's credit risks are continually reviewed and
management believes that adequate provisions have been made for doubtful
accounts. However, unexpected changes in the financial strength of customers or
changes in the state of the economy could result in write-offs which exceed
estimates and negatively impact the financial results.
Recoverability of Long-Lived Assets. The Company assesses the
recoverability of goodwill and other long-lived assets annually or whenever
events or changes in circumstances indicate that expected future undiscounted
cash flows might not be sufficient to support the carrying amount of an asset.
The Company deems an asset to be impaired if a forecast of undiscounted future
operating cash flows is less than an asset's carrying amount. If an asset is
determined to be impaired, the loss is measured as the amount by which the
carrying value of the asset exceeds its fair value.
Seasonality
The feed business is seasonal, with a higher percentage of the feed volume
sold, and earnings generated, during the first and fourth quarters of the year.
This seasonality is driven largely by weather conditions that affect cattle
product lines. If the weather is particularly cold and wet during the winter,
sales of cattle feed increase as compared with normal seasonal patterns because
the cattle are unable to graze under those conditions and have higher
nutritional requirements. If the weather is relatively warm during the winter,
sales of cattle feed may decrease as compared with normal seasonal patterns
because the cattle may be better able to graze under the warmer conditions.
Other product lines are affected marginally by seasonal conditions, but these
conditions do not materially affect quarter-by-quarter results of operations.
Agricultural Commodity Inputs and Outputs
Many of the Company's products use agricultural commodities as inputs, such
as corn, soybean meal, and wheat midds. Through pricing and the use of risk
management tools, the Company's results are marginally affected by the change in
the cost of commodity inputs. Industry practices in animal feed pass cost
fluctuations on to the customer in the long term, but do not protect against
large sudden movements in input costs in the short term.
The Company follows industry standards for feed pricing. The feed industry
generally prices products based on Income Over Ingredient Cost "(IOIC)" per ton
of feed. This practice tends to mitigate the impact of volatility in commodity
ingredient markets on animal feed profits. As ingredient costs fluctuate, the
changes are generally passed on to customers through weekly or monthly changes
in prices. Thus, the key indicator of business performance is IOIC rather than
net sales. Net sales are considered a poor indicator of performance as large
fluctuations can occur from period to period due to volatility in underlying
commodity ingredient prices.
The Company enters into forward contracts to supply feed, which currently
represent approximately 20% of the feed output. When the Company enters into
these contracts, it also generally enters into forward input supply contracts to
"lock in" IOIC.
Changes in commodity grain prices also have an impact on the mix of
products that the Company sells. When grain prices are relatively high, the
demand for complete feed rises since many livestock producers are also grain
growers and will sell grain in the market and purchase complete feed as needed.
When grain prices are relatively low, these producers will feed their grain to
their livestock and purchase premixes and supplements to provide complete
nutrition to their animals. These fluctuations in product mix generally have
minimal effect on operating results. Complete feed has a far lower margin per
ton than supplements and premixes. Thus, during periods of relatively high grain
prices, although margins per ton are lower, the Company sells substantially more
tonnage because the grain portion of complete feed makes up the majority of its
weight.
10
RESULTS OF OPERATIONS
The following discussion compares the results of operations for the three
and nine month periods ended September 30, 2002 to the comparable three and nine
month periods ended September 30, 2001, respectively. As a result of the merger
and the application of SFAS 141, the financial statements for periods subsequent
to October 11, 2001 are prepared on a different basis of accounting and are not
comparable to the financial statements for periods prior to October 11, 2001. To
facilitate an understanding of the Company's operating performance, the
following discussion is presented on a traditional comparative basis for all
periods, with specific explanation provided for changes in results of operations
due to the effects of the application of SFAS 141.
THREE MONTHS ENDED SEPTEMBER 30, 2002 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001
NET SALES
Higher commodity prices caused net sales to increase $7.0 million, or 3.5%,
from $198.5 million for the three months ended September 30, 2001 to $205.5
million for the three months ended September 30, 2002. Beef cattle volume
decreased 10.6% from the 2001 period as sales volume in both the feedlot and
grass cattle businesses were unfavorably affected by increases in commodity
prices. Dairy cattle tons increased 5.4% over the prior year period due to a
shift in sales to larger herds and a launch and repositioning of calf starters
and milk replacers, which more than offset declines in sales to smaller herds
discontinuing operations. Hog volume decreased 16.9% from the prior year as a
result of continuing market consolidation, a decline in industry productivity,
and an excess of food proteins (such as beef cattle, swine, and poultry) in the
United States market. Poultry volume declined 53.0% due to an excess of food
proteins in the United State market and a reduction of flock sizes to meet new
animal welfare guidelines. Horse volume increased 11.2% over the 2001 period,
resulting from continued market share growth in the horse product lines.
Specialty and other lifestyle volumes increased 19.4% over the 2001 period due
to sales volume increases in all sectors of the specialty and other lifestyle
businesses, largely due to an increase in the private label business.
COST OF SALES
Cost of sales increased $8.2 million, or 5.1%, from $160.2 million for the
three months ended September 30, 2001 to $168.4 million for the three months
ended September 30, 2002, due primarily to increased ingredient costs.
Manufacturing and distribution expenses were $3.1 million lower as a result of
plant closures.
SELLING, GENERAL AND ADMINISTRATION EXPENSE
Selling, general and administration expense decreased $4.1 million, or
13.0%, from $31.5 million for the three months ended September 30, 2001 to $27.4
million for the three months ended September 30, 2002. The decrease is due
primarily to a reduction in intangible amortization expense of $2.6 million as a
result of the revaluation of assets at the time of the acquisition and the
Company's adoption of SFAS No. 142 under which goodwill is no longer amortized.
Other selling, general and administrative expenses decreased $1.5 million
primarily as a result of reduced personnel costs achieved through the
integration plan with Land O'Lakes Farmland Feed LLC.
INTEREST (INCOME) EXPENSE
As a result of the October 11, 2001 acquisition, all outstanding debt of
the Company, exclusive of intercompany borrowings, was eliminated. Thus, for the
third quarter of 2002, the Company incurred no interest expense, but rather
received interest income of $0.3 million primarily due to the sale of
receivables. For the three-month period ended September 30, 2001, the Company
incurred interest expense of $2.9 million on outstanding debt.
INCOME TAX BENEFIT
Since the Company is now a limited liability company, it does not incur any
income tax expense at the company level. In contrast, for the three months ended
September 30, 2001, the Company recorded a tax expense of $2.4 million on its
earnings before taxes.
11
NET EARNINGS
Net earnings increased $8.8 million to $10.1 million for the three months
ended September 30, 2002, compared to $1.3 million for the three months ended
September 30, 2001. Slightly lower gross profit, due to higher ingredient costs,
was more than offset by lower selling, general and administration expense, due
to a reduction in amortization expense and integration efficiencies, by lower
interest expense, and by the elimination of income tax expense.
NINE MONTHS ENDED SEPTEMBER 30, 2002 AS COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 2001
NET SALES
Net sales of $620.3 million for the nine months ended September 30, 2002
increased by $8.5 million, or 1.4%, as compared to net sales of $611.8 million
for the nine months ended September 30, 2001. Overall volume was 2.8 million
tons in the nine months ended September 30, 2002, representing a decline of 2.7%
from the same period in the prior year. Gross profit was $109.8 million for the
nine months ended September 30, 2002, a decrease of 3.3% from the nine months
ended September 30, 2001. Average IOIC per ton was $74.53 for the current period
compared to $75.34 for the nine-month period ended September 30, 2001.
Beef cattle volume decreased 8.6% from the 2001 period due primarily to
lower cattle markets, fewer animals and an excess of food proteins in the United
States market. Dairy cattle tons increased 3.1% due to higher feeding rates in
the 2002 period. Hog volume decreased 11.3% from the prior year as a result of
market consolidation, small producers exiting the business, and the supply of
protein exceeding demand. Horse volume increased 10.9% over the 2001 period due
to marketing and product promotions. Specialty and other volume remained strong
and increased 13.9% over the 2001 period, while poultry volume declined 59.3%
due primarily to continued poor economics and reduction in flock sizes to meet
new animal welfare guidelines.
COST OF SALES
Cost of sales increased $12.2 million, or 2.4%, from $498.3 million for the
nine months ended September 30, 2001, to $510.5 million for the nine months
ended September 30, 2002, due primarily to a $7.6 million increase in ingredient
costs. Manufacturing and distribution expenses decreased $4.3 million from the
prior-year period primarily as a result of lower energy costs due to a milder
winter and plant closures.
SELLING, GENERAL AND ADMINISTRATION EXPENSE
Selling, general and administration expense decreased $21.0 million, or
19.8%, to $85.0 million for the nine months ended September 30, 2002, compared
to $106.0 million for the nine months ended September 30, 2001. Expenses for the
2001 period included $1.0 million of costs related to the settlement of a
product claim and $6.1 million of costs related to stock-based compensation on
stock options under APB 25, expenses which were not recurring in the 2002
period. Additionally, the 2001 period included $10.4 million of additional
intangible amortization expense over such amount for the 2002 period as a result
of the revaluation of assets at the time of their acquisition and the adoption
of SFAS No. 141. Other selling, general and administrative expenses decreased
$3.5 million primarily as a result of reduced personnel costs achieved through
the integration plan with Land O'Lakes Farmland Feed LLC.
INTEREST EXPENSE
As a result of the October 11, 2001 acquisition, all outstanding debt of
the Company, exclusive of intercompany borrowings, was eliminated. Thus, for the
nine months ended September 30, 2002, the Company incurred no interest expense,
but rather received interest income of $0.9 million primarily due to the sale of
receivables. For the nine-month period ended September 30, 2001, the Company
incurred interest expense of $8.6 million on outstanding debt.
INCOME TAX EXPENSE
Since the Company is now a limited liability company, it does not incur any
income tax expense at the company level. In contrast, for the nine months ended
September 30, 2001, the Company recorded a tax expense of $2.3 million on its
net earnings before taxes, after the elimination of non-deductible amortization
on certain intangibles.
12
NET EARNINGS
Net earnings increased $29.1 million to net earnings of $25.2 million for
the nine months ended September 30, 2002, compared to a net loss of $3.9 million
for the nine months ended September 30, 2001. Lower gross profit was more than
offset by lower selling, general and administration expense, lower interest
expense and the elimination of income tax expense.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 2002, net cash provided by
operating activities was $28.8 million compared to net cash provided by
operating activities of $26.2 million for the nine months ended September 30,
2001. Net cash used in investing activities was $5.5 million for the first nine
months of 2002 compared to net cash used of $13.7 million for the nine-month
period ended September 30, 2001. The decrease in net cash used is due primarily
to fewer equipment purchases in the nine months ended September 30, 2002 versus
the same period in 2001. Net cash used in financing activities of $32.2 million
for the nine months ended September 30, 2002 represents repayments on the notes
payable to Land O'Lakes, Inc. Net cash used in financing activities of $42.0
million for the nine months ending September 30, 2001 includes repayments on an
outstanding term loan.
At September 30, 2002, the Company had $5.5 million in cash and short-term
investments. The Company operates with a relatively low working capital level
because a majority of the sales are made on terms whereby customers receive a 3%
discount if payment is received immediately upon shipment of feed products, and
raw ingredients are normally purchased just prior to manufacturing and shipment.
The Company expects that capital expenditures during fiscal year 2002 will be
approximately $17.0 million.
OFF-BALANCE SHEET ARRANGEMENTS
Land O'Lakes, Inc., Land O'Lakes Farmland Feed LLC and Purina Mills, LLC
entered into a revolving receivables securitization program with CoBank in
December 2001 for up to $100 million in advances against eligible receivables.
Under this program, these entities sell feed, seed and certain swine receivables
to LOL Farmland Feed SPV, LLC, a limited purpose wholly-owned subsidiary of Land
O'Lakes Farmland Feed LLC. This subsidiary is a qualifying special purpose
entity (QSPE) under applicable accounting rules. The QSPE was established for
the limited purpose of purchasing and obtaining financing for these receivables.
The transfers of the receivables to the QSPE are structured as sales and, in
accordance with applicable accounting rules, these receivables are not reflected
in the consolidated balance sheets of Purina Mills, LLC, Land O'Lakes Farmland
Feed LLC or Land O'Lakes, Inc. The QSPE purchases the receivables with a
combination of cash initially received from CoBank, equal to the present value
of eligible receivables times the agreed advance rate; and notes, equal to the
unadvanced present value of the receivables. Land O'Lakes Farmland Feed LLC and
the other receivables sellers are subject to credit risk related to the
repayment of the QSPE notes, which, in turn, is dependent upon the ultimate
collection on the QSPE's receivables pool. Accordingly, Land O'Lakes Farmland
Feed has retained reserves for estimated losses. As of September 30, 2002, $35.0
million was drawn against this facility with $65.0 million available.
In addition, the Company leases various equipment and real properties under
long-term operating leases. Total consolidated rental expense for the third
quarter of 2002 was $1.5 million, compared to $1.7 million in the third quarter
of 2001. Total consolidated rental expense for the nine months ended September
30, 2002 was $4.9 million, compared to $5.6 million for the first nine months of
2001. Most of the leases require payment of operating expenses applicable to the
leased assets. The Company expects that in the normal course of business most
leases that expire will be renewed or replaced by other leases.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
At September 30, 2002, the Company had certain contractual obligations that
require the following payments:
PAYMENTS DUE BY PERIOD (AS OF SEPTEMBER 30, 2002)
CONTRACTUAL CASH OBLIGATIONS TOTAL LESS THAN 1 1-3 YEARS 4-5 YEARS AFTER 5 YEARS
YEAR
($ in thousands)
Operating Leases $ 5,806 $ 1,665 $ 4,068 $73 $ -
Revolving Credit Facility with Land
O'Lakes Farmland Feed LLC 11,376 - 11,376 - -
------ ------ ------ -- -----
Total Contractual Obligations $17,182 $ 1,665 $15,444 $73 $ -
====== ====== ====== == =====
13
The Company has certain commitments which may require the following
payments to be made:
AMOUNT OF CONTINGENT OBLIGATIONS(1)
EXPIRATION PER PERIOD (AS OF SEPTEMBER 30, 2002)
TOTAL
OTHER GUARANTEES AMOUNTS LESS THAN 1 OVER 5
GUARANTEED YEAR 1-3 YEARS 4-5 YEARS YEARS
($ in thousands)
Land O'Lakes Term Loan A(2) $291,217 $38,545 $157,920 $ 94,752 $ -
Land O'Lakes Term Loan B(2) 233,783 1,411 5,645 5,645 221,082
Land O'Lakes 8 3/4 % Senior Notes due 2011 350,000 - - - 350,000
------- ------ ------- ------- -------
Total Guarantees $875,000 $39,956 $163,565 $100,397 $571,082
======= ====== ======= ======= =======
(1) See "Off-Balance Sheet Arrangements" for information concerning our
receivables securitization.
(2) These obligations are subject to mandatory prepayment in certain
events.
The Company expects that funds from operations and available borrowings
under its revolving credit line from Land O'Lakes Farmland Feed LLC and
receivables securitization facility will provide sufficient working capital to
operate the business, to make expected capital expenditures and to meet
foreseeable liquidity requirements.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." Major provisions of these
statements are as follows: all business combinations must now use the purchase
method of accounting, the pooling of interests method of accounting is now
prohibited; intangible assets acquired in a business combination must be
recorded separately from goodwill if they arise from contractual or other legal
rights or are separable from the acquired entity and can be sold, transferred,
licensed, rented or exchanged, either individually or as a part of a related
contract, asset or liability; goodwill and intangible assets with indefinite
lives are not amortized, but tested for impairment annually, except in certain
circumstances, and whenever there is an impairment indicator; all acquired
goodwill must be assigned to reporting units for purposes of impairment testing
and segment reporting. The Company adopted the provisions of SFAS 141 and
certain provisions of SFAS 142 as of July 1, 2001, and the remaining provisions
of SFAS 142 as of January 1, 2002. As required by SFAS 142, the Company
performed step one of the impairment testing of goodwill by June 30, 2002. The
fair value of goodwill exceeded the carrying amount, therefore the second step
of impairment testing was not required and no impairment has been recognized in
the current year of adoption. The Company will perform impairment tests annually
and whenever events or circumstances occur indicating that goodwill or other
intangible assets might be impaired. As of January 1, 2002, the Company is no
longer amortizing goodwill, except for goodwill related to the acquisition of
cooperatives and the formation of joint ventures.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
Net earnings (loss) $ 10,098 $ 1,305 $ 25,171 $ (3,890)
Add back: Goodwill amortization, net of tax - - - -
-------- -------- -------- --------
Adjusted net earnings (loss) $ 10,098 $ 1,305 $ 25,171 $ (3,890)
======== ======== ======== ========
FORWARD LOOKING STATEMENTS
This Form 10-Q for the nine months ended September 30, 2002 includes
"forward-looking statements" within the meaning of the safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "will," "could," "should,"
"seeks," "pro forma," "as adjusted," "anticipates," "intends," or other
variations thereof, including their use in the negative, or by discussions of
strategies, plans or intentions. Although we believe that our plans, intentions
and expectations reflected in, or suggested by, such forward-looking statements
are reasonable, you should be aware that actual results could differ materially
from those projected by the forward-looking statements. For a discussion of
factors that could cause actual results to differ materially from the
anticipated results or other expectations expressed in our forward-looking
statements, see the discussion of risk factors set forth below. Because actual
results may differ, readers are cautioned not to place undue reliance on
forward-looking statements. We assume no obligation to update such
forward-looking statements or to update the reasons that actual results could
differ materially from those anticipated in such forward-looking statements.
14
RISK FACTORS
CHANGES IN CONSUMER PREFERENCES COULD DECREASE OUR REVENUES AND CASH FLOW.
We are subject to the risks of changing consumer preferences, which may
result from a general economic downturn and nutritional and health-related
concerns. Any shift in consumer preferences away from our products could
decrease our revenues and cash flow and impair our ability to operate our
business.
Our business relies on the sale of feed products to consumers who own
animals for recreational purposes or hobbies. The impact of an extended economic
downturn in the United States economy could cause some of these owners either to
sell their animals or to seek alternative, less expensive products.
COMPETITION IN THE INDUSTRY MAY REDUCE OUR SALES AND MARGINS.
Our business operates in a highly competitive environment. In addition, we
compete with companies that have substantial capital resources, research and
development staffs, facilities, diversity of product lines and brand
recognition. Increased competition as to any of our products could result in
reduced prices which would reduce our sales and margins.
Our competitors may succeed in developing new or enhanced products which
are better than ours. These companies may also prove to be more successful in
marketing and selling their products than we are with ours.
AN OVERSUPPLY OF FOOD PROTEINS IN THE UNITED STATES MARKET COULD CONTINUE TO
REDUCE OUR NET SALES AND CASH FLOWS.
Our animal feed segment supplies feed to farmers and specialized livestock
producers for use in their commercial production of livestock. When the price
that these producers receive for their livestock declines as a result of an
oversupply of food proteins (such as beef cattle, swine and chicken) in the
market, such producers may decide to lower their production levels or to seek
alternative, lower margin products, resulting in lower net sales and cash flows
for us.
CHANGES IN OUR DISTRIBUTION CHANNELS COULD DECREASE OUR REVENUES AND CASH FLOW.
We sell our products through various distribution channels. Increased
turnover in any of these channels could result in a loss of distribution access
to certain markets, resulting in lower sales and cash flows.
OUR OPERATING RESULTS FLUCTUATE BY SEASON AND ARE AFFECTED BY EXTREME WEATHER
CONDITIONS.
Our operating results are affected by seasonal fluctuations of our sales
and operating profits. Our sales are seasonal, with a higher percentage of sales
generated during the fourth and first quarters of the year. This seasonality is
driven largely by weather conditions affecting sales of our beef cattle
products. If the weather is particularly warm during the winter, then sales of
feed for beef cattle may decrease because the cattle may be better able to graze
under warmer conditions.
Live hog and wholesale pork prices are also affected by seasonal factors.
Because of production times for hogs, there are generally fewer hogs available
in the second quarter, causing live hog and wholesale pork prices to be higher
at these times. Conversely, there are generally more hogs available in the
fourth quarter, which generally causes live hog and wholesale pork prices to be
lower on average during these months.
In addition, severe weather conditions and natural disasters, such as
floods, droughts, frosts or earthquakes, or adverse growing conditions, diseases
and insect-infestation problems may reduce the quantity and quality of
commodities available for processing by us. A significant reduction in the
quantity or quality of commodities harvested or produced due to adverse weather
conditions, disease, insect problems or other factors could result in increased
processing costs and decreased production, with adverse financial consequences
to us.
INCREASED ENERGY AND GAS COSTS COULD INCREASE OUR EXPENSES AND REDUCE OUR
PROFITABILITY.
We require a substantial amount of electricity, natural gas and gasoline to
manufacture, store and transport our products. The prices of electricity,
natural gas and gasoline fluctuate significantly over time. Many of our products
compete based on price and we may not be able to pass on increased costs of
production, storage or transportation to our customers. As a result, increases
in the cost of electricity, natural gas or gasoline could substantially harm our
business and results of operations.
15
OUTBREAKS OF DISEASE CAN REDUCE OUR NET SALES AND OPERATING MARGINS.
The productivity and profitability of our businesses depend on animal
health and on disease control. We face the risk of outbreaks of mad cow disease,
which could lead to the destruction of beef cattle and dairy cows and decreased
demand for dairy and beef products. If this occurs, we could have decreased
demand for our feed products as dairy and beef producers decrease their herd
sizes due to decreased demand for dairy and beef products.
We face the risk of outbreaks of foot-and-mouth disease, which could lead
to a massive destruction of cloven-hoofed animals such as dairy cattle, beef
cattle, swine, sheep and goats and significantly reduce the demand for meat
products. Because foot-and-mouth disease is highly contagious and destructive to
susceptible livestock, any outbreak of foot-and-mouth disease could result in
the widespread destruction of potentially all infected livestock. Our operations
could suffer as a result of decreased demand for feed products. In addition, we
may be prevented from selling or transporting hogs.
CHANGES IN THE MARKET PRICES OF THE DAIRY AND AGRICULTURAL COMMODITIES THAT WE
USE AS INPUTS AS WELL AS THE PRODUCTS WE MARKET MAY CAUSE OUR OPERATING PROFIT
TO DECREASE.
Many of our products use agricultural commodities as inputs or constitute
agricultural commodity outputs. Consequently, increased cost of commodity inputs
and decreased market price of commodity outputs may reduce our operating profit.
We follow industry standards for feed pricing. The feed industry generally
prices products on the basis of income over ingredient cost ("IOIC") per ton of
feed. This practice mitigates the impact of volatility in commodity ingredient
markets on our margins. However, if our commodity input prices were to increase
dramatically, we may be unable to pass these prices on to our customers, who may
find alternative feed sources at lower prices or may exit the market entirely.
This increased expense could reduce our profitability.
We have ownership interests in swine. In recent years, the market for hogs
and wholesale pork has been the subject of extreme market fluctuations as a
result of a number of factors, including industry expansion, processor capacity
and consumer demand. In December 1998, the price of hogs hit its lowest point in
nearly forty years, resulting in the price we received for a finished hog being
substantially less than the cost to produce the hog. The prices for weanling and
feeder pigs also decreased dramatically. A large portion of these losses were
attributable to contracts provisions which guarantee swine producers certain
minimum prices for feeder pigs. Although we do not intend to renew or extend
these contracts, we may continue to incur losses under these contracts until the
last ones expire in 2004.
WE OPERATE THROUGH JOINT VENTURES IN WHICH OUR RIGHTS TO EARNINGS AND TO CONTROL
THE JOINT VENTURE ARE LIMITED.
We produce, market and sell products through numerous joint ventures with
unaffiliated third parties.
The terms of each joint venture are different, but our joint venture
agreements generally contain:
- restrictions on our ability to transfer our ownership interest in the
joint venture;
- no right to receive distributions without the unanimous consent of the
members of the joint venture; and
- non-competition arrangements restricting our ability to engage
independently in the same line of business as the joint venture.
In addition to these restrictions, in connection with the formation of some
of our joint ventures, we have entered into purchase or supply agreements which
require us to purchase a minimum amount of the products produced by the joint
venture or supply a minimum amount of the raw materials used by the joint
venture. The day-to-day operations of some of our joint ventures are managed by
us through a management contract and others are managed by other joint venture
members. As a result, we do not have day-to-day control over certain of these
companies.
OUR OPERATIONS ARE SUBJECT TO NUMEROUS LAWS AND REGULATIONS, EXPOSING US TO
POTENTIAL CLAIMS AND COMPLIANCE COSTS THAT COULD ADVERSELY AFFECT OUR BUSINESS.
We are subject to Federal, state and local laws and regulations relating to
the manufacturing, labeling, packaging, health and safety, sanitation, quality
control, fair trade practices, and other aspects of our business. In addition,
zoning, construction and operating permits are required from governmental
agencies which focus on issues such as land use, environmental protection, waste
16
management, and the movement of animals across state lines. These laws and
regulations may, in certain instances, affect our ability to develop and market
new products and to utilize technological innovations in our business. In
addition, changes in these rules might increase the cost of operating our
facilities or conducting our business which would adversely affect our finances.
As a manufacturer of animal feed products, we are subject to the Federal
Food, Drug and Cosmetic Act and regulations issued thereunder by the Food and
Drug Administration ("FDA"). Several states also have laws that protect feed
distributors or restrict the ability of corporations to engage in farming
activities. These regulations may require us to alter or restrict our operations
or cause us to incur additional costs in order to comply with the regulations.
INABILITY TO PROTECT OUR TRADEMARKS AND OTHER PROPRIETARY RIGHTS COULD DAMAGE
OUR COMPETITIVE POSITION.
We rely on patents, copyrights, trademarks, trade secrets, confidentiality
provisions and licensing arrangements to establish and protect our intellectual
property. Any infringement or misappropriation of our intellectual property
could damage its value and could limit our ability to compete. We may have to
engage in litigation to protect our rights to our intellectual property, which
could result in significant litigation costs and require a significant amount of
management's time.
We have invested substantial resources promoting and developing our
trademarked brands and establishing their reputation as high-quality products.
Actions taken by these parties may damage our reputation and our trademarks'
value.
We license the trademarks Purina, Chow and the "Checkerboard" Nine Square
Logo under a perpetual, royalty-free license from Nestle Purina PetCare Company.
Under the terms of the license agreement, Nestle Purina PetCare Company retains
primary responsibility for protecting the licensed trademarks from infringement.
If Nestle Purina PetCare Company fails to assert its rights to the licensed
trademarks, we may be unable to stop such infringement or cause them to do so.
Any such infringement of the licensed trademarks, or of similar trademarks of
Nestle Purina PetCare Company, could result in a dilution in the value of the
licensed trademarks.
OUR BRAND NAMES COULD BE CONFUSED WITH NAMES OF OTHER COMPANIES WHO, BY THEIR
ACT OR OMISSION, COULD ADVERSELY AFFECT THE VALUE OF OUR BRAND NAMES.
Our products are generally marketed under the trademarks Purina, Chow and
the "Checkerboard" Nine Square Logo under a perpetual, royalty-free license from
Nestle Purina PetCare Company. Nestle Purina PetCare Company markets widely
recognized products under the same trademarks and has given other unaffiliated
companies the right to market products under these trademarks. A competitor of
ours, Cargill, licenses from Nestle Purina PetCare Company the right to market
the same types of products which we sell under these trademarks in countries
other than the United States. Acts or omissions by Nestle Purina PetCare Company
or other unaffiliated companies may adversely affect the value of the Purina,
Chow and the "Checkerboard" Nine Square Logo trademarks and the demand for our
products. Third-party announcements or rumors about these unaffiliated companies
could also have these negative effects.
PRODUCT LIABILITY CLAIMS OR PRODUCT RECALLS COULD ADVERSELY AFFECT OUR BUSINESS
REPUTATION AND EXPOSE US TO INCREASED SCRUTINY BY FEDERAL AND STATE REGULATORS.
The sale of animal feed products involves the risk of injury to those
animals as well as human consumers of those animals. Such hazards could result
from:
- tampering by unauthorized third parties;
- product contamination (such as listeria, E. coli. and salmonella) or
spoilage;
- the presence of foreign objects, substances, chemicals, and other
agents;
- residues introduced during the growing, storage, handling or
transportation phases; or
- improperly formulated products which either do not contain the proper
mixture of ingredients or which otherwise do not have the proper attributes.
Some of the products we sell are produced for us by third parties, or
contain inputs manufactured by third parties, and such third parties may not
have adequate quality control standards to assure that such products are not
adulterated, misbranded, contaminated or otherwise defective. We may be subject
to claims made by consumers as a result of products manufactured by these third
parties which are marketed under our brand names.
17
Consumption of our products may cause serious health-related illnesses and
we may be subject to claims or lawsuits relating to such matters. Even an
inadvertent shipment of adulterated products is a violation of law and may lead
to an increased risk of exposure to product liability claims, product recalls
and increased scrutiny by federal and state regulatory agencies. Such claims or
liabilities may not be covered by our insurance or by any rights of indemnity or
contribution which we may have against others in the case of products which are
produced by third parties. In addition, even if a product liability claim is not
successful or is not fully pursued, the negative publicity surrounding any
assertion that our products caused illness or injury could have a material
adverse effect on our reputation with existing and potential customers and on
our brand image. In the past, we have voluntarily recalled certain of our
products in response to reported or suspected contamination. If we determine to
recall any of our products, we may face material consumer claims.
OUR BUSINESS IS SUBJECT TO THE RISK OF ENVIRONMENTAL LIABILITY AND WE COULD BE
NAMED AS A RESPONSIBLE OR POTENTIALLY RESPONSIBLE PARTY.
Many of our current and former facilities have been in operation for many
years and, over that time, we and other operators of those facilities have
generated, used, stored, or disposed of substances or wastes that are or might
be considered hazardous under applicable environmental laws, including chemicals
and fuel stored in underground and above-ground tanks, animal wastes and large
volumes of wastewater discharges. As a result, the soil and groundwater at or
under certain of our current and former facilities may have been contaminated,
and we may be required to make material expenditures to investigate, control and
remediate such contamination.
In addition, federal and state environmental authorities have proposed new
regulations and attempted to apply certain existing regulations for the first
time to agricultural operations. These regulations could result in significant
restraints on some of our operations, particularly our swine operations, and
could require us to spend significant amounts of money to bring these operations
into compliance.
STRIKES OR WORK STOPPAGES BY OUR UNIONIZED WORKERS COULD DISRUPT OUR BUSINESS.
At September 30, 2002, approximately 13% of our employees were covered by
collective bargaining agreements, some of which are due to expire within the
year. Our inability to negotiate acceptable contracts with the unions upon
expiration of these contracts could result in strikes or work stoppages and
increased operating costs as a result of higher wages or benefits paid to union
members or replacement workers. If the unionized workers were to engage in a
strike or work stoppage, or other non-unionized operations were to become
unionized, we could experience a significant disruption of our operations or
higher ongoing labor costs.
THERE IS NO ASSURANCE THAT OUR SENIOR MANAGEMENT TEAM OR OTHER KEY EMPLOYEES
WILL REMAIN WITH US.
We believe that our ability to successfully implement our business strategy
and to operate profitably depends on the continued employment of our senior
management team and other key employees. If members of the management team or
other key employees become unable or unwilling to continue in their present
positions, the operation of our business would be disrupted and we may not be
able to replace their skills and leadership in a timely manner to continue our
operations as currently anticipated. We operate generally without employment
agreements with, or key person life insurance on the lives of, our key
personnel.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
COMMODITY RISK
In the ordinary course of business, we are subject to market risk resulting
from changes in commodity prices associated with agricultural markets. See "Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operation". To manage the potential negative impact of price fluctuations, we
engage in various hedging and other risk management activities.
As part of our trading activity, we utilize futures and option contracts
offered through regulated commodity exchanges to reduce risk on the market value
of our inventories and our fixed or partially fixed purchase and sale contracts.
We do not utilize hedging instruments for speculative purposes.
Certain commodities cannot be hedged with futures or option contracts
because such contracts are not offered for these commodities by regulated
commodity exchanges. Inventories and purchase contracts for those commodities
are hedged with forward
18
sales contracts to the extent practical so as to arrive at a net commodity
position within the formal position limits set by us and deemed prudent for each
of those commodities. Commodities for which future contracts and options are
available are also typically hedged first in this manner, with futures and
options used to hedge within position limits that portion not covered by forward
contracts.
The notional or contractual amount of futures contracts provides an
indication of the extent of our involvement in such instruments for the dates
and the periods provided below, but does not represent exposure to market risk
or future cash requirements under certain of these instruments. A summary of our
futures contracts follows:
AT SEPTEMBER 30,
--------------------------------------------------
2002 2001
---------------------- -----------------------
NOTIONAL FAIR NOTIONAL FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- -------- -------
($ IN THOUSANDS)
Commodity futures contracts
Commitments to purchase.............. $ 26,713 $(2,097) $ 27,313 $ 26,224
Commitments to sell.................. (16,263) 72 (13,265) (12,976)
------- ------ ------- -------
Total outstanding derivatives...... $ 10,450 $(2,025) $ 14,048 $ 13,248
======= ====== ======= =======
NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------------
2002 2001
---------------------- -----------------------
REALIZED REALIZED
NOTIONAL GAINS NOTIONAL GAINS
AMOUNT (LOSSES) AMOUNT (LOSSES)
-------- -------- -------- --------
($ IN THOUSANDS)
Commodity futures contracts
Total volume of exchange
traded contracts:
Commitments to purchase............... $ 69,491 $ 1,064 $ 27,313 $ 52
Commitments to sell................... $ (60,915) $ (562) $ (13,265) $ (303)
INFLATION RISK
Inflation is not expected to have a significant impact on our business,
financial condition or results of operations. We generally have been able to
offset the impact of inflation through a combination of productivity
improvements and price increases.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
The Company's Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in rule 13a-14(c) under
the Exchange Act) as of a date (the "Evaluation Date") within 90 days
prior to the filing date of this quarterly report on Form 10-Q. Based
upon their evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of the Evaluation Date, our disclosure
controls and procedures were effective in timely alerting them to the
material information relating to us (or our consolidated subsidiaries)
required to be included in our periodic SEC filings.
(b) Changes in internal controls.
There were no significant changes made in our internal controls during
the period covered by this report or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation and there were no corrective actions with regard to
significant deficiencies and material weaknesses.
19
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- ------------
3.1 Certificate of Formation of Purina Mills, LLC dated October 11,
2001. (1)
3.2 Limited Liability Company Agreement of Purina Mills, LLC dated
October 11, 2001.(2)
4.1 Credit Agreement among Land O'Lakes, Inc., the Lenders party
thereto and The Chase Manhattan Bank, dated as of October
11, 2001. (3)
4.2 First Amendment dated November 6, 2001 to the Credit
Agreement dated October 11, 2001. (3)
4.3 Second Amendment dated February 15, 2002 to the Credit
Agreement dated October 11, 2001. (3)
4.4 Guarantee and Collateral Agreement among Land O'Lakes, Inc.
and certain of its subsidiaries and The Chase Manhattan
Bank, dated as of October 11, 2001. (3)
4.5 Indenture dated as of November 14, 2001, among Land O'Lakes,
Inc. and certain of its subsidiaries, and U.S. Bank,
including Form of 8 3/4% Senior Notes due 2011 and Form of
8 3/4% Senior Notes due 2011. (3)
4.6 Registration Rights Agreement dated November 14, 2001 by and
among Land O'Lakes, Inc. and certain of its subsidiaries,
J.P. Morgan Securities Inc., SPP Capital Partners, LLC,
SunTrust Robinson Capital Markets, Inc., Tokyo-Mitsubishi
International plc and U.S. Bancorp Piper Jaffray, Inc. (3)
4.7 Purchase Agreement by and between Land O'Lakes, Inc., and
certain of its subsidiaries, J.P. Morgan Securities Inc.,
SPP Capital Partners, LLC, SunTrust Robinson Capital
Markets, Inc., Tokyo-Mitsubishi International plc and U.S.
Bancorp Piper Jaffray, Inc., dated as of November 8, 2001. (3)
4.8 Form of Old Note (included in Exhibit 4.5). (3)
4.9 Form of New Note (included in Exhibit 4.5). (3)
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(1) Incorporated by reference to exhibit 3.60 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration No.
333-84486).
(2) Incorporated by reference to exhibit 3.61 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration No.
333-84486).
(3) Incorporated by reference to the identical exhibit to the Company's
Registration Statement on Form S-4 filed March 18, 2002. (Registered No.
333-84486).
(b) REPORTS ON FORM 8-K
There were no reports filed on Form 8-K for Purina Mills, LLC for the
three months ended September 30, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Arden Hills,
State of Minnesota, on the 14th day of November, 2002.
PURINA MILLS, LLC
By /s/ DANIEL KNUTSON
-----------------------------------------------
Daniel Knutson
Chief Financial Officer
(Principal Financial and Accounting Officer)
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CERTIFICATIONS
I, Robert DeGregorio, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Purina Mills, LLC;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in the
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
By /s/ Robert DeGregorio
---------------------------------
Robert DeGregorio
President
and Manager
22
I, Daniel Knutson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Purina Mills, LLC;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in the
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
d) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
e) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
By /s/ Daniel Knutson
---------------------------------
Daniel Knutson
Senior Vice President
and Chief Financial Officer
23