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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended December 31, 2002
or
|_| Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from to
. ---------------
----------------
Commission file number 333-84486
LAND O'LAKES FARMLAND FEED LLC
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 41-1981848
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1080 County Road F
Shoreview, Minnesota 55126
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(Address of Principal Executive Offices) (Zip Code)
(651) 481-4700
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. Not applicable.
Land O'Lakes Farmland Feed LLC is a limited liability company. All of
our voting equity is held by our two members, Land O'Lakes, Inc. and
Farmland Industries, Inc. No public market for our common equity is
established and it is unlikely, in the foreseeable future, that a public
market for our common equity will develop.
Documents incorporated by reference: None.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in rule 12-b-2 of the Act). Yes |_| No |X|
INDEX
PART I.
Forward Looking Statement.................................................. 3
ITEM 1. Business.................................................................. 3
ITEM 2. Properties................................................................ 8
ITEM 3. Legal Proceedings......................................................... 8
ITEM 4. Submission of Matters to a Vote of Security Holders....................... 9
PART II.
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters..... 9
ITEM 6. Selected Financial Data................................................... 9
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation...................................................... 11
ITEM 7(A). Quantitative and Qualitative Disclosures about Market Risk................ 25
ITEM 8. Financial Statements and Supplementary Data............................... 26
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure...................................................... 26
PART III.
ITEM 10. Managers and Executive Officers of the Registrant......................... 26
ITEM 11. Executive Compensation.................................................... 28
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters............................................... 32
ITEM 13. Certain Relationships and Related Transactions............................ 32
PART IV.
ITEM 14. Controls and Procedures................................................... 32
ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.......... 33
Signatures................................................................ 35
Section 302 Certifications................................................ 36
2
FORWARD-LOOKING STATEMENT
The information presented in this Annual Report on Form 10-K under the
headings "Item 1. Business" and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation" contains forward-looking
statements. The forward-looking statements are based on the beliefs of our
management as well as on assumptions made by and information currently available
to us at the time the statements were made. When used in the Form 10-K, the
words "anticipate", "believe", "estimate", "expect", "may", "will", "could",
"should", "seeks", "pro forma" and "intend" and similar expressions, as they
relate to us are intended to identify the forward-looking statements. All
forward-looking statements attributable to persons acting on our behalf or us
are expressly qualified in their entirety by the cautionary statements set forth
here and in "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation--Risk Factors" on pages 20 to 25. We undertake no
obligation to publicly update or revise any forward-looking statements whether
as a result of new information, future events or for any other reason. Although
we believe that these 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
in "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation--Risk Factors" on pages 20 to 25. Because actual results
may differ, readers are cautioned not to place undue reliance on forward-looking
statements.
WEBSITE
We maintain a website on the Internet through which additional information
about Land O'Lakes Farmland Feed LLC is available. Our website address is
www.lolfeed.com. Our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports of Form 8-K, press releases and earnings releases are
available on our major stakeholder's website, www.landolakesinc.com., free of
charge, as soon as practicable after they are filed with the SEC.
PART I
ITEM 1. BUSINESS.
Unless context requires otherwise, when we refer to "Land O'Lakes Farmland
Feed," the "Company," "we," "us" or "our," we mean Land O'Lakes Farmland Feed
LLC together with its consolidated subsidiaries.
OVERVIEW
We are a leading market producer of animal feed in the United States. We
produce both commercial and lifestyle 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 Land O'Lakes Farmland Feed commercial feed products. Customers who own
animals principally for non-commercial purposes use Land O'Lakes Farmland Feed
lifestyle feed products. We market animal feed products under the Land O'Lakes
Feed label. Through our wholly-owned subsidiary Purina Mills LLC, we also market
animal feed, other than dog and cat food, under the leading brands in the
industry, Purina, Chow and the "Checkerboard " Nine Square logo. As of December
31, 2002, we operated a geographically diverse network of 100 feed mills, which
permits us to distribute our animal feed nationally through approximately 1,300
of our local member cooperatives, through approximately 3,550 independent
dealers operating under the Purina brand name and directly to customers.
Land O'Lakes Farmland Feed was formed in October 2000 through the
combination of the feed businesses of Land O'Lakes, Inc.("Land O'Lakes") and
Farmland Industries Inc. Based on their relative contributions, Land O'Lakes and
Farmland Industries, Inc. had ownership interests of 69.2% and 30.8%,
respectively, at the time of formation. Subsequent to the formation, the
ownership interests were changed to 73.7% and 26.3%, respectively, due to
additional capital contribution by Land O'Lakes as well as an adjustment to the
initial revenue stream contribution.
3
In October 2001, Land O'Lakes acquired Purina Mills, Inc. and contributed
the business to Land O'Lakes Farmland Feed in consideration of an increase in
Land O'Lakes' ownership interest from 73.7% to 92.0%. The total purchase price
of the Purina Mills, Inc. acquisition 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. Land O'Lakes financed the
acquisition and refinanced outstanding indebtedness of Land O'Lakes and Purina
Mills, Inc. through a combination of secured bank revolving credit and term debt
and the issuance of $350.0 million of unsecured senior notes due 2011. Land
O'Lakes Farmland Feed 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. As of December 31, 2002, we have
implemented programs to generate recurring annual cost savings of $47.3 million
as a result of the acquisition, relative to costs that would have been incurred
separately. In 2002, we generated $34.9 million in savings, which were partially
offset by plant closing, severance, employee relocation and information
technology integration costs of $27.1 million.
Products. We sell proprietary formulas of commercial and lifestyle animal
feed. We also produce commercial animal feed to meet our customers'
specifications. We sell feed for a wide variety of animals, such as dairy
cattle, beef cattle, swine, poultry, horses and other specialty animals such as
laboratory and zoo animals. Our principal feed products and activities include:
Complete Feed. These products provide a balanced mixture of grains,
proteins, nutrients and vitamins which meet the entire nutritional
requirement of an animal. They are sold as ground meal, in pellets or in
extruded pieces. Sales of complete feeds typically represent the majority of
net sales. We generally sell our lifestyle animal feed as complete feed. We
market our lifestyle animal feed to these customers through the use of our
strong trademarks, namely, Profile, Purina, Chow and the "Checkerboard" Nine
Square logo.
Supplements. These products provide a substantial part of a complete
ration for an animal, and typically are distinguished from complete feed
products by their lack of the bulk grain portion of the feed. Commercial
livestock producers typically mix our supplements with their own grain to
provide complete animal nutrition.
Premixes. These products are concentrated additives for use in
combination with bulk grain and a protein source, such as soybean meal.
Premixes consist of a combination of vitamins and minerals that are sold to
commercial animal producers and to other feed mill operators for mixing with
bulk grains and proteins.
Simple Blends. Simple blends is a blending of unprocessed commodities to
which the producer then adds vitamins to supply the animal's nutritional
needs.
Milk Replacers. Milk replacers, a product we invented, are sold to
commercial livestock producers to meet the nutritional requirements of their
young animals, while increasing their overall production capability by
returning the parent animal to production faster. We market these products
primarily under our Maxi Care, Cow's Match and Amplifier Maxbrand names. We
have patents that cover certain aspects of our milk replacer products and
processes. Our two principal milk replacer patents expire in April 2015 and
April 2020.
Ingredient Merchandising. In addition to selling our own products, we
buy and sell or broker for a fee soybean meal and other feed ingredients. We
market these ingredients to our local member cooperatives and to other feed
manufacturers which use them to produce their own feed. Although this
activity generates substantial revenues, it is a very low-margin business.
We are generally able to obtain feed inputs at a lower cost as a result of
our ingredient merchandising business because of lower per unit shipping
costs associated with larger purchases and volume discounts.
Sales, Marketing and Advertising. We employ approximately 450 direct
salespeople in regional territories. In our commercial feed business, we also
provide our customers with information and technical assistance through trained
animal nutritionists. We also provide information resources and technical
assistance to these nutritionists. Our advertising and promotional expenditures
are focused on higher margin products, specifically our lifestyle animal feed
and milk replacers. We advertise in recreational magazines to promote our
lifestyle animal feed products. To promote our horse feed products, we have
dedicated promoters who travel to rodeos and other horse related events. We
promote our milk replacers with print advertising in trade magazines. We spent
$17.9 million in advertising and promotion for the year ended December 31, 2002.
4
Distribution. We distribute our animal feed nationally primarily through our
network of approximately 1,300 local member cooperatives, through approximately
3,550 Purina-branded dealers or directly to customers. We deliver our products
primarily by truck using our own fleet and independent carriers. Deliveries are
made directly from our feed mills to delivery locations within each feed mill's
geographic area.
Production. The basic feed manufacturing process consists of grinding
various grains and protein sources into meal and then mixing these materials
with certain nutritional additives, such as vitamins and minerals. The resulting
products are sold in a variety of forms, including meal, pellets, blocks and
liquids. Our products are formulated based upon proprietary research pertaining
to nutrient content. When the price of certain raw ingredients increases, we can
generally adjust our feed formulas by substituting lower-cost, alternative
ingredients to produce feeds with comparable nutritional value. By using our
least-cost product formulation system, we can determine optimal formulations
that meet our nutritional standards and maintain product quality.
As of December 31, 2002, we operated 100 feed mills across the United
States. We have reduced the number of feed mills we operate by taking advantage
of the overlap between our existing facilities and those of Purina Mills in
certain local markets. Consistent with current industry capacity utilization,
our facilities operate below their capacity. With the reduction of redundant
facilities and conversion of certain facilities to a single product, we expect
to increase our capacity utilization. We operate, or have investments in,
insignificant foreign operations in Canada, Mexico and the United Kingdom.
We have invested in highly sophisticated computerized systems for mixing,
pelleting, micro-ingredient blending and packing. In addition, we have developed
and implemented a sophisticated software program for feed formulations that
incorporate the nutritional value of substitute ingredients. We believe this
program provides us with a competitive advantage. We have also made investments
to maintain the operating capabilities of our manufacturing facilities.
Supply and Raw Materials. We purchase the bulk components of our products
from various suppliers and in the open ingredient markets. These bulk components
include corn, soybean meal and grain byproducts. In order to reduce
transportation costs, we arrange for delivery of these products to occur at our
feed mill operations throughout the United States. We purchase vitamins and
minerals from multiple vendors, including vitamin, pharmaceutical and chemical
companies.
Customers. Our customers range from large commercial corporations to
individuals. We also sell our animal feed products to local cooperatives. These
local cooperatives either use these products in their own feed manufacturing
operations or resell them to their customers. Our customers purchase our animal
feed products for a variety of reasons, including our ability to provide
products that fulfill some or all of their animals' nutritional needs, our
knowledge of animal nutrition, our ability to maintain quality control and our
available capacity.
Research and Development. Our animal feed research and development focuses
on enhancing animal performance and longevity. We also dedicate significant
resources to developing proprietary formulas that allow us to offer our
commercial customers alternative feed formulations using lower cost ingredients.
We employ 72 people in various animal feed research and development functions at
our research and development facilities. In 2002, we spent $9.8 million on
research and development.
Competition. The animal feed industry is highly fragmented. Our competitors
consist of many small local manufacturers, several regional manufacturers and a
limited number of national manufacturers. The available market for commercial
feed may become smaller and competition may increase as meat processors become
larger and integrate their business by acquiring their own feed production
facilities. In addition, purchasers of commercial feed tend to select products
based on price rather than manufacturer and some of our feed products are
purchased from third parties with minimal further processing by us. As a result
of these factors, the barriers to entry in the feed industry are low. The market
for lifestyle feed is also consolidating. We believe we distinguish ourselves
from our competitors through our high-performance, value-added products, which
we research, develop and distribute on a national basis. We believe our brands,
Profile, Purina, Chow and the "Checkerboard" Nine Square logo, provide us with a
competitive advantage, as they are well-recognized, national brands for
lifestyle animal feed. We also compete on the basis of service by providing
training programs using animal nutritionists to consult with local member
cooperatives, independent dealers and livestock producers and by developing and
manufacturing customized products to meet customer needs.
5
Governance. Land O'Lakes manages our day-to-day operations, and we are
governed by a five member board of managers. Land O'Lakes has the right to
appoint three members to the board and Farmland Industries has the right to
appoint two members to the board. According to the terms of the Land O'Lakes
Farmland Feed operating agreement, actions of the board of managers require a
majority vote. Certain items require unanimous approval of the board of
managers, including (1) materially changing the scope of the business of the
joint venture; (2) electing to dissolve the joint venture; (3) selling all or
substantially all of its assets or significant assets; (4) requiring additional
capital contributions; (5) authorizing cash distributions of earnings; (6)
changing income tax elections or changing accounting practices to the extent
they have a material impact on Farmland Industries; (7) reducing the number of
meetings of the members committee to less than four per calendar year; (8)
amending the management services agreement with Land O'Lakes; and (9) adopting
annual budgets and business plans or any material amendments thereto.
Pursuant to the Land O'Lakes Farmland Feed operating agreement, Land O'Lakes
has a one-time option to purchase Farmland Industries' interest in the joint
venture at a price to be determined by negotiation or appraisal. The option
period runs from September 1, 2003, to September 1, 2005. Farmland Industries
may reject the request to exercise our option; however, if Farmland Industries
rejects the request, the voting rights on the board will be allocated based upon
Land O'Lakes' and Farmland Industries' financial interests in Land O'Lakes
Farmland Feed, and the number of actions requiring unanimous consent of the
board will be limited to items (2), (4), (5), (6) and (8) above as well as any
action that affects one member or the other or any distribution which is not
proportionate to a member's ownership interest.
EMPLOYEES
At March 1, 2003, our workforce consists of approximately 3,500 Land O'Lakes
employees which provide services under terms of the Management Services
Agreement between Land O'Lakes and Land O'Lakes Farmland Feed (See "Item 13.
Certain Relationships and Related Transactions"), approximately 14% of whom were
represented by unions having national affiliations. Our contracts with these
unions expire at various times throughout the next several years, with the last
contract expiring on January 1, 2005. We consider our relationship with
employees to be generally satisfactory. We have had no labor strikes or work
stoppages within the last five years.
PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY
We rely on patents, copyrights, trademarks, trade secrets, confidentiality
provisions and licensing arrangements to establish and protect our intellectual
property. We have patented formulations and processes for our milk replacer
products and deem our feed product formulations to be proprietary.
Land O'Lakes Farmland Feed licenses certain trademarks from Land O'Lakes,
including LAND O LAKES, the Indian Maiden logo, Maxi Care, and Amplifier Max,
for use in connection with its animal feed and milk replacer products. Purina
Mills, a wholly-owned subsidiary of Land O'Lakes Farmland Feed, licenses the
trademarks Purina, Chow and the "Checkerboard" Nine Square logo from Nestle
Purina PetCare Company under a perpetual, royalty-free license. This license
only gives Purina Mills the right to use these trademarks to market the
particular products that Purina Mills currently markets with these trademarks.
Purina Mills does not have the right to use these trademarks outside of the
United States, or in conjunction with any products designed primarily for use
with cats, dogs or humans. We do not have the right to assign any of these
trademarks without the written consent of Nestle Purina PetCare Company. These
trademarks are important to Land O'Lakes Farmland Feed because brand name
recognition is a key factor to its success in marketing and selling its
products. The registrations of these trademarks in the United States and foreign
countries are effective for varying periods of time, and may be renewed
periodically, provided that we, as the registered owner, or our licensees, where
applicable, comply with all applicable renewal requirements including, where
necessary, the continued use of the trademarks in connection with similar goods.
6
SEASONALITY
The feed business is seasonal, with a higher percentage of the feed volume
sold, and earnings being generated, during the first and fourth quarters of the
year. This seasonality is driven largely by weather conditions affecting 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, and these
conditions do not materially affect quarter-by-quarter results of operations.
ENVIRONMENTAL MATTERS
We are subject to various Federal, state, local, and foreign environmental
laws and regulations, including those governing the use, storage, discharge and
disposal of hazardous materials. Violations of these laws and regulations may
lead to civil and criminal fines and penalties or other sanctions. These laws
and regulations may also impose liability for the cleanup of environmental
contamination. Changes in environmental regulations governing disposal of these
materials could have a material adverse effect on our business, financial
condition or results of operations.
We use regulated substances in the manufacture of animal feeds. Discovery of
significant contamination or changes in environmental regulations governing the
inclusion of these materials could have a material adverse effect on our
business, financial condition, or results of operations.
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, and animal wastes. As a
result, the soil and groundwater at or under certain of our current and former
facilities (and/or in the vicinity of such 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 have 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 to bring these
operations into compliance. In addition, any failure to comply could result in
the imposition of fines and penalties. We cannot predict whether future changes
in environmental laws or regulations will materially increase the cost of
operating our facilities and conducting our business. Any such changes could
adversely affect our business, financial condition and results of operations.
REGULATORY MATTERS
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
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 and distributor 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"). This regulatory scheme governs the
manufacture (including composition and ingredients), labeling, packaging, and
safety of food. The FDA regulates manufacturing practices for foods through its
good manufacturing practices regulations, specifies the standards of identity
for certain foods and animal feed and prescribes the format and content of
certain information required to appear on food and animal feed product labels.
In addition, the FDA enforces the Public Health Service Act and regulations
issued thereunder, which authorize regulatory activity necessary to prevent the
introduction, transmission or spread of communicable diseases. We and our
products are also subject to state and local regulation through mechanisms such
as enforcement by state and local health agencies of state standards for
7
food products, inspection of facilities and regulation of trade practices.
Modification of these Federal, state and local laws and regulations could
increase our cost of sales or prevent us from marketing foods in the way we
currently do and could have a material adverse effect on our business prospects,
results of operations and financial condition.
We distribute animal feed products through a network of independent dealers.
Various states in which these dealers are located have enacted dealer protection
laws which could have the effect of limiting our rights to terminate dealers. In
addition, failure to comply with such laws could result in awards of damages or
statutory sanctions. As a result, it may be difficult to modify the way we
distribute our feed products, which may put us at a competitive disadvantage.
Several states have enacted "corporate farming laws" that restrict the
ability of corporations to engage in farming activities. Minnesota, North
Dakota, South Dakota, Nebraska, Kansas, Oklahoma, Missouri, Iowa and Wisconsin,
states in which we conduct business, have corporate farming laws. We believe
that our operations currently comply with the corporate farming laws in these
states and their exemptions, but these laws could change in the future and
additional states could enact corporate farming laws that regulate our
businesses. Even with the exemptions, these corporate farming laws restrict our
ability to expand or alter our operations in these states.
ITEM 2. PROPERTIES.
Land O'Lakes leases the land and building of our corporate headquarters in
Shoreview, Minnesota. According to the Management Services Agreement between
Land O'Lakes and Land O'Lakes Farmland Feed we are charged a fee based on square
footage use. In addition, we own other offices, manufacturing plants, storage
warehouses and facilities for use in our business. Seventeen properties are
mortgaged to secure indebtedness of Land O'Lakes. The following table provides
summary information about our principal facilities:
TOTAL NUMBER TOTAL NUMBER
OF FACILITIES OF FACILITIES REGIONAL LOCATION
OWNED LEASED OF FACILITIES
------------- ------------- -----------------
Properties....... 101(5) 50 Midwest(1) - 85
West(2) - 35
East(3) - 7
South(4) - 24
(1) The Midwest region includes the states of Ohio, Michigan, Indiana, Illinois,
Wisconsin, Minnesota, Iowa, Missouri, Oklahoma, Kansas, Nebraska, South
Dakota and North Dakota and Ontario, Canada.
(2) The West region includes the states of Montana, Wyoming, Colorado, Texas,
New Mexico, Arizona, Utah, Idaho, Washington, Oregon, Nevada, California,
Alaska and Hawaii.
(3) The East region includes the states of Maine, New Hampshire, Vermont, New
York, Massachusetts, Rhode Island, Connecticut, Pennsylvania, New Jersey,
Delaware and Maryland.
(4) The South region includes the states of West Virginia, Virginia, North
Carolina, Kentucky, Tennessee, South Carolina, Georgia, Florida, Alabama,
Mississippi, Louisiana and Arkansas.
(5) Includes 12 closed facilities and 2 research and development facilities.
We do not believe that we will have difficulty in renewing the leases we
currently have or in finding alternative space in the event those leases are not
renewed. We consider our properties suitable and adequate for the conduct of our
business.
ITEM 3. LEGAL PROCEEDINGS.
We are currently and from time to time involved in litigation incidental to
the conduct of our business. The damages claimed against us in some of these
cases are substantial. Although the amount of liability that may result from
these matters cannot be ascertained, we do not currently believe that, in the
aggregate, they will result in liabilities material to our consolidated
financial condition, future results of operations or cash flow.
8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
As of December 31, 2002, all of our equity interest were owned directly by
Farmland Industries, Inc. (8%) located in Kansas City, Missouri and Land
O'Lakes, Inc. (92%) located in Arden Hills, Minnesota. There is no established
trading market for our membership interests.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial information below has been derived from the Land
O'Lakes Farmland Feed LLC and Land O'Lakes Feed Division consolidated financial
statements for the periods indicated. They should be read together with the
audited consolidated financial statements of Land O'Lakes Farmland Feed LLC and
Land O'Lakes Feed Division and the related notes included elsewhere in this
Annual Report on Form 10-K. You should read this selected consolidated
historical financial information along with "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operation" and our financial
statements included in this Annual Report on Form 10-K.
LAND O'LAKES FARMLAND FEED LLC LAND O'LAKES FEED DIVISION
------------------------------ --------------------------
THREE MONTHS NINE MONTHS
YEAR ENDED YEAR ENDED ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, SEPTEMBER 30, DECEMBER 31,
2002 2001 2000 2000 1999
---------- ---------- ---------- ---------- ----------
($ IN MILLIONS)
STATEMENT OF OPERATIONS DATA:
Net sales....................................... $ 2,430.4 $ 1,837.4 $ 389.9 $ 702.2 $ 899.3
Cost of sales................................... 2,144.0 1,672.4 354.2 627.5 802.3
---------- ---------- ---------- ---------- ----------
Gross profit.................................... 286.4 165.0 35.7 74.7 97.0
Selling, general and administration 236.0 127.2 30.5 53.1 69.9
Restructuring and impairment
charges (reversals)(1).......................... 11.3 (5.7) 9.7 -- --
---------- ---------- ---------- ---------- ----------
Earnings (loss) from operations 39.1 43.5 (4.5) 21.6 27.1
Interest (income) expense, net.................. (4.6) 6.1 2.1 0.4 1.9
Gain on legal settlements(2).................... (7.6) -- -- -- --
Gain on sale of intangible(3)................... (4.2) -- -- -- --
Equity in earnings of affiliated
companies....................................... (1.0) (2.6) (0.3) (1.4) (1.0)
Minority interest in earnings
(loss) of subsidiaries.......................... 0.9 0.9 (0.1) 0.4 0.8
---------- ---------- ---------- ---------- ----------
Earnings (loss) before income taxes........ 55.6 39.1 (6.2) 22.2 25.4
Income tax expense.............................. 1.2 -- -- 2.8 3.0
---------- ---------- ---------- ---------- ----------
Net earnings (loss)........................ $ 54.4 $ 39.1 $ (6.2) $ 19.4 $ 22.4
========== ========== ========== ========== ==========
OTHER FINANCIAL DATA:
Depreciation and amortization................... $ 44.4 $ 29.6 $ 3.6 $ 9.2 $ 9.0
Capital expenditures............................ 26.0 21.9 21.4 13.1 6.5
Ratio of earnings to fixed charges(4)........... 14.2 6.1x -- 22.9x 11.0x
Earnings to fixed charges deficiency(4)......... $ -- $ -- $ 6.2 $ -- $ --
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and short-term investments................. $ 0.4 $ 3.0 $ -- $ 6.0 $ 16.3
Working capital(5).............................. 114.4 57.7 (16.7) 57.1 38.1
Property, plant and equipment, net.............. 251.7 327.0 112.7 70.7 62.9
Total assets.................................... 806.9 833.6 374.9 248.5 227.7
Total debt(6)................................... 2.4 93.9 98.1 6.4 1.3
Minority interests.............................. 3.0 2.9 4.2 2.9 2.9
Investments and advances by Land
O'Lakes, Inc.................................. -- -- -- 167.1 156.2
Total equities.................................. $ 602.7 $ 548.0 $ 128.6 $ -- $ --
See accompanying Notes to Selected Financial Data of Land O'Lakes Farmland
Feed LLC and Land O'Lakes Feed Division.
9
NOTES TO SELECTED FINANCIAL DATA OF LAND O'LAKES FARMLAND FEED LLC AND LAND
O'LAKES FEED DIVISION
(1) In 2002, Land O'Lakes Farmland Feed recorded restructuring charges of
$11.3 million. These charges resulted from initiatives to consolidate
facilities and personnel following the acquisition of Purina Mills, Inc.
Of these amounts, $2.5 million related to impairment of redundant assets.
The remaining $8.8 million related to severance and outplacement costs for
affected employees.
In 2001, Land O'Lakes Farmland Feed recorded restructuring reversals of
$5.7 million. This reversal of a portion of the prior-year restructuring
charge was primarily due to the decision Land O'Lakes Farmland Feed made
following the acquisition of Purina Mills to continue to operate plants
that were held for sale at December 31, 2000.
In the three months ended December 31, 2000, Land O'Lakes Farmland Feed
recorded a restructuring charge of $9.7 million. This charge resulted from
initiatives to consolidate facilities and reduce personnel following the
formation of Land O'Lakes Farmland Feed. Of this amount, $7.2 million
related to the closing and planned sale of 12 plants and consisted of $5.5
million to write-down the book value of the plants and $1.7 million for
demolition and environmental clean-up. The remaining $2.5 million
represented severance and outplacement costs for 119 non-plant employees.
(2) In 2002, Land O'Lakes Farmland Feed had a gain on legal settlements of
$7.6 million related to litigation with vitamin product suppliers against
whom the Company alleged certain price-fixing claims.
(3) In 2002, Land O'Lakes Farmland Feed had a gain on sale of intangible
of $4.2 million pertaining to the sale of a feed phosphate distribution
customer list.
(4) For purposes of determining the ratio of earnings to fixed charges,
earnings are defined as earnings before income taxes, plus fixed charges.
Fixed charges include interest on all indebtedness and one-third of rental
expense on operating leases representing that portion of rental expense
deemed to be attributable to interest. In the three months ended December
31, 2000, Land O'Lakes Farmland Feed would have had to have an increase in
earnings or decrease in fixed charges of $6.2 million to bring the ratio
to 1.0x.
(5) Working capital is defined as current assets (less cash and cash
equivalents) minus current liabilities (less notes and short-term
obligations, and current maturities of long-term debt).
(6) Total debt as of December 31, 2002, 2001 and 2000 includes notes and
short-term obligations and notes payable to Land O'Lakes, Inc. Total debt
as of September 30, 2000 and December 31, 1999 includes notes and
short-term obligations, and excludes advances from Land O'Lakes, Inc.
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.
You should read the following discussion of financial condition and results
of operations together with the financial statements and the notes to such
statements included elsewhere in this Annual Report on Form 10-K. This
discussion contains forward-looking statements based on current expectations,
assumptions, estimates and projections of our management. These forward-looking
statements are subject to risks and uncertainties, including those discussed
under "Risk Factors" on pages 20 to 25 of the Annual Report on Form 10-K, that
could cause actual results to differ materially from those projected.
OVERVIEW
General
We produce both commercial and lifestyle 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 our commercial feed products. Customers who own animals principally for
non-commercial purposes use our lifestyle feed products. We market animal feed
products under the Land O'Lakes Farmland Feed label. Through our wholly-owned
subsidiary, Purina Mills, we also market animal feed, other than dog and cat
food, under the leading brands in the industry, Profile, Purina, Chow and the
"Checkerboard" Nine Square logo.
Land O'Lakes Farmland Feed was formed in October 2000 through the
combination of the feed businesses of Land O'Lakes, Inc. and Farmland Industries
Inc. Based on their relative contributions, Land O'Lakes and Farmland
Industries, Inc. had ownership interests of 69.2% and 30.8%, respectively, at
the time of formation. Subsequent to the formation, the ownership interests were
changed to 73.7% and 26.3%, respectively, due to additional capital
contributions by Land O'Lakes, Inc., as well as an adjustment to the initial
revenue stream contribution.
For purposes of comparison in this management's discussion and analysis, the
results of operations of the Land O'Lakes Feed Division for the nine months
ended September 30, 2000 and of Land O'Lakes Farmland Feed for the three months
ended December 31, 2000 have been combined. These combined results of operations
and the results of operations for 2001 reflect certain significant changes, in
addition to increases resulting from the contribution of the Farmland Industries
feed business, including the creation of member equity in the newly formed joint
venture and the elimination of taxable income resulting from the shift from a
cooperative organizational structure to a limited liability form.
In October 2001, Land O'Lakes acquired Purina Mills, Inc. and contributed
the business to Land O'Lakes Farmland Feed in consideration of an increase in
Land O'Lakes' ownership interest from 73.7% to 92.0%. The total purchase price
of the Purina Mills acquisition 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. Land O'Lakes financed the acquisition and
refinanced outstanding indebtedness of Land O'Lakes and Purina Mills through a
combination of secured bank revolving credit and term debt and the issuance of
$350.0 million of unsecured senior notes due 2011. Land O'Lakes Farmland Feed
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. As of December 31, 2002, we have implemented programs
that will enable us to generate recurring annual cost savings of approximately
$47 million as a result of the acquisition, relative to costs that would have
been incurred separately. In 2002, we generated $34.9 million in savings, which
were partially offset by plant closings, severance, employee relocation and
information technology integration costs of $27.1 million.
Consolidated and Unconsolidated Businesses
We have numerous 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 we own 50% or
less of the governance rights are accounted for under the equity method of
accounting. In 2002, unconsolidated businesses contributed earnings of $1.0
million, compared to earnings of $2.6 million in 2001 and earnings of $1.7
million in 2000. Our investment in unconsolidated businesses as of December 31,
2002 was $22.9 million, compared to $31.5 million as
11
of December 31, 2001 and $20.8 million as of December 31, 2000. Cash flow from
investment in unconsolidated businesses in 2002 was $6.2 million, compared to
$2.2 million in 2001 and $2.1 million in 2000.
Critical Accounting Policies
We utilize 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 we believe 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. Our 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 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.
We use 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." The futures contracts are
marked to market each month and gains and losses are recognized in earnings.
Prior to 2001, we did not mark derivative commodity instruments to market;
instead, we recorded losses or gains only when realized.
Allowance for Doubtful Accounts. We estimate the allowance for doubtful
accounts on trade receivables 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. In addition, we estimate losses and retain
reserves for the credit risk related to the repayment of the notes receivable
with the Qualifying Special Purpose Entity ("QSPE") (See "Off-balance sheets
arrangements"). Our 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 that exceed estimates and
negatively impact the financial results.
Recoverability of Long-Lived Assets. Our test for goodwill impairment is a
two-step process and is performed on at least an annual basis. The first step is
a comparison of the fair value of the reporting unit (as defined) with its
carrying amount, including goodwill. If this step reflects impairment, then the
loss would be measured as the excess of recorded goodwill over its implied fair
value. Implied fair value is the excess of fair value of the reporting unit over
the fair value of all identified assets and liabilities. We assess the
recoverability of other long-lived assets at least 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. We
deem 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. Changes in our business strategies and/or changes
in the economic environment in which we operate may result in future impairment
charges.
Merchandising Activities
In addition to selling our own products we buy and sell or broker for a fee
soybean meal and other feed ingredients under our ingredient merchandising
program. We market these ingredients to local member cooperatives and to other
feed manufacturers, which use them to produce feed. Although this activity
generates substantial revenues, it is a very low-margin business. However, we
benefit from increased purchasing power, resulting in lower prices for feed
manufacturing inputs. In 2002, ingredient merchandising generated net sales of
$489.6 million, or 20.0% of total net sales, and a gross profit of $13.6
million, or 4.7% of total gross profit.
12
Seasonality
The feed business is seasonal, with a higher percentage of the feed volume
sold, and earnings being generated, during the first and fourth quarters of the
year. This seasonality is driven largely by weather conditions affecting 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, and these
conditions do not materially affect quarter-by-quarter results of operations.
Agricultural Commodity Inputs and Outputs
Many of our products use agricultural commodities as inputs, such as corn,
soybean meal, and wheat midds. Through pricing and the use of risk management
tools, our results are marginally affected by 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.
We follow 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 as large fluctuations can occur from
period to period due to volatility in underlying commodity ingredient prices.
We enter into forward contracts to supply feed, which currently represent
approximately 20% of our feed output. When we enter into these contracts, we
also generally enter into forward input supply contracts to "lock in" our IOIC.
Changes in commodity grain prices also have an impact on the mix of products
that we sell. When grain prices are relatively high, the demand for complete
feed rises since many livestock producers are also grain growers and will sell
their 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 effects
on our 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, we sell substantially more tonnage because
the grain portion of complete feed makes up the majority of its weight.
As dairy production has shifted from the Upper Midwest to the western United
States, we have seen a change in our feed product mix, with lower sales of
complete feed and increased sales of simple blends. Complete feed is
manufactured feed which meets the complete nutritional requirements of the
animal, whereas a simple blend is a blending of unprocessed commodities to which
the producer then adds vitamins to supply the animal's nutritional needs. This
change in product mix is a result of differences in industry practices. Dairy
producers in the western United States tend to purchase feed components and mix
them at the farm location rather than purchasing a complete feed product
delivered to the farm. Producers will purchase grain blends and concentrated
premixes from separate suppliers. This shift is reflected in increased sales of
simple blends in our Western feed region and increases in our subsidiaries that
manufacture premixes in the Western area. In addition, the increase in vertical
integration of swine and poultry producers has resulted in increased sales of
lower-margin feed products.
In October 2001, we acquired Purina Mills which, besides Purina Mills feed
operations, also included swine operations. We operate the acquired swine
operations under the pass-through program and the market risk sharing program.
Under the pass-through program, we enter into commitments to purchase weanling
and feeder pigs from producers and generally have commitments to immediately
resell the animals to swine producers. The market risk sharing program provides
minimum price floors to producers for market hogs. The price floor in our market
risk sharing program floats with the market price of hogs and the cost of swine
feed. In 2002, the swine operations
13
generated a loss of $3.9 million compared to losses of $0.1 million in 2001 and
$6.4 million in 2000, primarily due to a decline in hog market prices.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
2002 2001 2000
-------------------- ----------------------- ----------------------
$ % OF $ % OF $ % OF
AMOUNT NET SALES AMOUNT NET SALES AMOUNT NET SALES
------ --------- ------ --------- ------ ---------
NET SALES
Sales before Purina Mills(1) $ 1,540.7 63.4% $ 1,634.5 89.0% $ 1,092.1 100.0%
Purina Mills.................. 889.7 36.6 202.9 11.0 -- --
--------- --------- ---------
Total sales................ 2,430.4 1,837.4 1,092.1
COST OF SALES
Cost of sales before Purina
Mills(2).................... 1,402.6 91.0 1,501.3 91.9 981.7 89.4
Purina Mills.................. 741.4 83.3 171.1 84.3 -- --
--------- --------- ---------
Total cost of sales........ 2,144.0 88.2 1,672.4 91.0 981.7 89.9
GROSS PROFIT
Gross profit before Purina
Mills(3).................... 138.1 9.0 133.3 8.2 110.4 10.1
Purina Mills.................. 148.3 16.7 31.7 15.6 -- --
--------- --------- ---------
Total gross profit(4)...... 286.4 11.8 165.0 9.0 110.4 10.1
Selling, general and
administration................ 236.0 9.7 127.2 6.9 83.6 7.7
Restructuring and impairment
charges (reversals)........... 11.3 0.5 (5.7) (0.3) 9.7 0.9
--------- --------- ---------
Earnings from operations........ 39.1 1.6 43.5 2.4 17.1 1.5
Interest (income) expense....... (4.6) (0.2) 6.1 0.3 2.5 0.2
Gain on legal settlements....... (7.6) (0.3) -- -- -- --
Gain on sale of intangible...... (4.2) (0.2) -- -- -- --
Equity in earnings of affiliated
companies..................... (1.0) -- (2.6) (0.1) (1.7) (0.2)
Minority interest............... 0.9 -- 0.9 -- 0.3 --
--------- --------- ---------
Earnings before income taxes.... 55.6 2.3 39.1 2.1 16.0 1.5
Income tax expense.............. 1.2 0.1 -- -- 2.8 0.3
--------- --------- ---------
Net earnings.................... $ 54.4 2.2 $ 39.1 2.1 $ 13.2 1.2
========= ====== ========== ====== ========== =======
(1) The 2000 results include $160.9 million of sales from Farmland Industries
Inc. after the combination of the feed businesses of Land O'Lakes and
Farmland Industries in October 2000.
(2) The 2000 results include $149.3 million of cost of sales from Farmland
Industries Inc. after the combination of the feed businesses of Land O'Lakes
and Farmland Industries in October 2000.
(3) The 2000 results include $11.6 million of gross profit from Farmland
Industries Inc. after the combination of the feed businesses of Land O'Lakes
and Farmland Industries in October 2000.
(4) Given the nature of products sold by Purina Mills and its distribution
network, the Purina Mills business has a higher gross margin rate and a
higher rate of selling, general and administration expense as a percent of
sales than the Land O'Lakes Farmland Feed business.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
NET SALES
Net sales in 2002 increased $593.0 million, or 32.3%, to $2,430.4 million,
compared to net sales of $1,837.4 million in 2001. The acquisition of Purina
Mills contributed $686.8 million in incremental sales. This increase was
partially offset by declines in Land O'Lakes Farmland Feed branded sales. Sales
of our Land O'Lakes Farmland Feed animal health products decreased $17.5 million
as a result of a realigned marketing arrangement with a large vendor whereby we
no longer record sales dollars, but rather a margin-based fee. Sales in our Land
O'Lakes Farmland Feed branded swine products decreased $16.3 million as a result
of decreased volumes and depressed market prices for hog producers, caused, in
part, by excess food proteins in the U.S. market. Sales of Land O'Lakes Farmland
Feed branded beef feeds decreased $4.8 million, primarily due to the effect of
warmer than average winter weather in early 2002 and excess food proteins in the
U.S. market. Sales of bulk phosphates decreased $19.2 million due to the sale of
this business to a third party in the first quarter of 2002. Sales in our
medicated feed
14
additives business declined $5.1 million due to lower volumes. Sales in our
warehouse ingredient area also declined $3.1 million on lower volumes. Sales in
our dairy feeds area increased $1.5 million, driven by strong sales of simple
blends in our Western region. We also experienced an increase of $2.3 million in
sales of our animal milk products as a result of strong volumes. Sales in our
wholly and majority owned subsidiaries declined $15.7 million primarily as the
result of exiting a joint venture operation manufacturing catfish feeds early in
2002. Finally, sales from ingredient merchandising decreased $10.6 million from
$500.2 million in 2001 to $489.6 million in 2002.
COST OF SALES
Cost of sales in 2002 increased $471.6 million, or 28.2%, to $2,144.0
million, compared to $1,672.4 million in 2001. The acquisition of Purina Mills
added $570.3 million in cost of sales in 2002. This increase was slightly offset
by a decrease in Land O'Lakes Farmland Feed branded product lines. Cost of sales
of our Land O'Lakes Farmland Feed animal health products decreased $16.6 million
driven by a realigned marketing arrangement whereby we no longer record cost of
sales dollars, but rather a margin-based fee. Land O'Lakes Farmland Feed branded
beef feeds cost of sales decreased $2.3 million, due to slower sales as a result
of warm winter weather early in 2002. Land O'Lakes Farmland Feed branded swine
cost of sales decreased by $9.6 million. Cost of sales of bulk phosphates
decreased $17.0 million as we sold this business during the first quarter of
2002. Cost of sales in our dairy feed area increased $3.0 million, primarily as
a result of strong sales in our Western region. Cost of sales in our warehouse
ingredients and medicated feed additives areas declined $1.9 million and $2.6
million, respectively on lower volumes. Cost of sales in our wholly and majority
owned subsidiaries declined $18.5 million primarily the result of exiting a
joint venture manufacturing catfish feed early in 2002. Cost of sales increased
by $2.9 million as we received less patronage rebates from other inter-regional
cooperatives. Cost reductions from the integration efforts related to Purina
Mills reduced our cost of sales by $7.8 million. Cost of sales as a percent of
net sales decreased 2.8 percentage points, from 91.0% in 2001 to 88.2% in 2002.
The decrease was due primarily to higher margins on certain Purina Mills
products, which carry a comparatively higher margin than our traditional product
lines, stronger margins in our aquaculture area and strong sales in our milk
replacer areas. Cost of sales decreased $10.4 million as a result of the decline
in ingredient merchandising sales. An unrealized hedging gain in 2002 related to
corn and soybean meal futures contracts decreased cost of sales by $0.2 million,
compared to an increase from an unrealized hedging loss of $3.7 million in 2001.
IOIC as a percent of cost of sales increased to 25.1% in 2002 from 18.9% in 2001
due to the change in product mix and the change in unrealized hedging gains and
losses as noted above.
SELLING, GENERAL AND ADMINISTRATION
Selling, general and administration expense in 2002 increased $108.8
million, or 85.6%, to $236.0 million, compared to $127.2 million in 2001.
Selling, general and administration expense as a percent of sales increased 2.8
percentage points from 6.9% in 2001 to 9.7% in 2002. The majority of this
increase was related to the acquisition of Purina Mills, which contributed $83.0
million in increased selling, general and administration expense. In addition,
we incurred one-time integration costs of $15.8 million with none in 2001. We
also incurred an additional $2.1 million of bad debt expense in 2002. Selling,
general and administrative expense declined $9.7 million as a result of savings
from the integration of Purina Mills. Other income and expense included in
selling, general and administration expense increased $6.6 million from 2001 to
2002 as a result of charges from the receivables securitization. In 2001, gains
on sales of fixed assets were $2.6 million greater than in 2002. In 2002, losses
on divestitures were $1.5 million compared to none in 2001.
RESTRUCTURING AND IMPAIRMENT CHARGES
In 2002, we recorded an $11.3 million restructuring and impairment charge,
of which $2.5 million was related to the write-down of certain impaired plant
assets to their estimated fair value, and $8.8 million was related to employee
severance and outplacement costs for 136 employees at our Ft. Dodge, IA office
facility and other plant facilities. The 2001 reversal of $5.7 million was for
the sale of certain animal feed assets that had been written off in December
2000 and to reflect the decision to continue operating a plant previously
scheduled for shutdown.
INTEREST EXPENSE
Interest (income) expense in 2002 was ($4.6) million compared to $6.1
million in the same period of 2001. Since the formation of Land O'Lakes Farmland
Feed LLC, interest is charged by Land O'Lakes based on actual borrowings. In the
first quarter of 2001, we had a current note payable to Land O'Lakes, Inc. in
the amount of $29.2 million. After the securitization of the feed accounts
receivable, cash was generated to pay off this note and
15
provide cash to Land O' Lakes, Inc. At December 31, 2002, we had a note
receivable from Land O'Lakes in the amount of $29.5 million.
GAIN ON LEGAL SETTLEMENTS
In the fourth quarter of 1999, a class action lawsuit, alleging illegal
price fixing, was filed against various vitamin product suppliers. Initially, we
were a party to this action as a member of the class. In February 2000, however
we decided to pursue our claims against the defendants outside the class action.
During the period commencing January 2002 through December 2002, we recorded a
gain of $7.6 million on vitamin settlements. These settlements were with those
defendants who supplied the vast majority of the vitamin purchases under
dispute.
GAIN ON SALE OF INTANGIBLE
In 2002, we recorded a gain of $4.2 million on the sale to Potash
Corporation of Saskatchewan of a customer list pertaining to the feed phosphate
distribution business.
EQUITY IN EARNINGS OF AFFILIATED COMPANIES
In 2002, equity in earnings of affiliated companies was $1.0 million,
compared to $2.6 million in 2001.
MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES
In 2002 and in 2001, we recorded minority interest in earnings of
majority-owned subsidiaries of $0.9 million.
INCOME TAXES
Upon the formation of Land O'Lakes Farmland Feed LLC on October 1, 2000,
provisions for income taxes were no longer recorded since the taxable operations
pass directly to the joint venture owners. Prior to the formation, income taxes
were allocated to Land O'Lakes Feed Division on the basis of its taxable income
and included in the Land O'Lakes, Inc. tax return. Income tax expense is
recorded for a subsidiary of the company. In 2002, the subsidiary recorded
income tax expense of $1.2 million, compared to $0.0 in 2001.
NET EARNINGS
Net earnings in 2002 were $54.4 million, compared to $39.1 million in 2001.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
NET SALES
Net sales in 2001 increased $745.3 million, or 68.2%, to $1,837.4 million,
compared to net sales of $1,092.1 million in 2000. Most of the increase was a
result of the full-year impact of the addition of Farmland Industries' Feed
Business, which accounted for $453.0 million of the growth in net sales from the
prior period, including ingredient merchandising sales of $207.0 million. Total
ingredient merchandising sales increased $207.0 million, or 65%, from $316.8
million in 2000 to $523.8 million in 2001. Purina Mills contributed $202.9
million in incremental feed sales. Additionally, in July 2000, we increased our
ownership from 50% to 100% in Nutra-Blend, L.L.C. (a Midwestern premix
production company); and as a result, we began consolidating their financial
results. Prior to July 1, 2000, we accounted for our investment in Nutra-Blend
using the equity method of accounting and thus recorded its share of
Nutra-Blend's income in equity in earnings of affiliated companies. This change
in ownership and the subsequent consolidation of results accounted for an
increase in net sales of $37.9 million in 2001 compared to 2000. Additionally,
sales growth of milk replacer subsidiaries of $22.6 million resulted from the
addition of new customers.
16
COST OF SALES
Cost of sales in 2001 increased $690.7 million, or 70.4%, to $1,672.4
million compared to $981.7 million in 2000. The majority of the increase was due
to the Land O'Lakes Farmland Feed joint venture, which added $424.7 million in
costs, including $252.5 million in ingredient merchandising cost. Ingredient
merchandising cost of sales increased $197.8 million to $507.2 million in 2001,
compared to $309.4 million in 2000. The increase was driven primarily by the
addition of the Farmland Industries ingredient merchandising results. The
acquisition of Purina Mills added $171.1 million in cost of sales for 2001. The
consolidation of Nutra-Blend added another $32.0 million in incremental cost of
sales. Sales growth of $22.6 million at milk replacer subsidiaries resulted in
additional cost of sales of $21.9 million for 2001. Outsourcing certain milk
replacer production in early 2001 due to an unexpected increased demand resulted
in higher cost of sales. In 2001, cost of sales as a percent of sales was 91.0%
compared to 89.9% in 2000.
An unrealized hedging loss in 2001 related to corn and soybean meal futures
contracts increased cost of sales by $3.7 million. Additionally, costs increased
more than sales growth due to higher energy costs and plant employee costs,
which resulted in $4.0 million of additional cost. Cost of sales as a percent of
sales increased 1.1 percentage points, from 89.9% in 2000 to 91.0% in 2001. The
increase was primarily due to the full-year effect the Farmland Industries Feed
Business brought to Land O'Lakes Farmland Feed. Farmland Industries Feed
Business traditionally sold a higher percentage of lower-margin commercial feed
as compared to Land O'Lakes Feed Division. Partially offsetting these
lower-margin Farmland Industries products were certain Purina Mills product
lines, which carry a comparatively higher IOIC than traditional product lines.
IOIC as a percent of cost of sales decreased from 19.6% in 2000 to 18.9% in 2001
due to the change in product mix mentioned above.
SELLING, GENERAL AND ADMINISTRATION
Selling, general and administration expense in 2001 increased $43.6 million,
or 52.2%, to $127.2 million, compared to $83.6 million in 2000. Selling and
administration expense as a percent of sales declined 0.8 percentage points from
7.7% in 2000 to 6.9% in 2001, and also declined as a percent of IOIC from 43.3%
in 2000 to 40.3% in 2001. This decrease was due primarily to cost-saving
initiatives instituted as a result of the joint venture with Farmland
Industries. Such initiatives included the consolidation of certain
administrative functions, such as accounting, procurement, and pricing and
formulation, as well as the elimination of some selling expenses due to
overlapping sales territories. In 2001, the reserve established for the
guarantee of certain producer loans, which is included in our allowance for
doubtful accounts, was decreased by $1.3 million, due to minimal historical
write-offs.
RESTRUCTURING AND IMPAIRMENT CHARGES
In 2001, we reversed $5.7 million of a prior-year restructuring charge
primarily due to a change in business strategy following the Purina Mills
acquisition, which resulted in the decision to continue to operate certain
plants that were held for sale at December 31, 2000. In 2000, we recorded
restructuring charges of $9.7 million as a result of initiatives to consolidate
facilities and reduce personnel. Of the $9.7 million, $7.2 million related to
the closing and planned sale of 12 plants and consisted of $5.5 million to write
down assets held for sale to their estimated fair value and $1.7 million for
demolition expense and incidental exit costs. The remaining $2.5 million
represented severance and outplacement costs for 119 non-plant employees. Of the
$9.7 million recorded in 2000, $5.7 million was reversed, as discussed above,
$3.8 million was utilized as the expenses were incurred in 2001, and $0.2
million was utilized in 2002. No impairment charges were incurred.
INTEREST EXPENSE
Interest expense in 2001 was $6.1 million compared to $2.5 million in 2000.
Since the formation of Land O'Lakes Farmland Feed, interest is charged by Land
O'Lakes based on actual borrowings. Prior to the formation, interest was
allocated to the Land O'Lakes Feed Division, based on invested capital and
equity balance. For the period in 2000 prior to the formation of Land O'Lakes
Farmland Feed, an interest credit of $2.6 million was allocated to the Land
O'Lakes Feed Division, because the Land O'Lakes Feed Division's equity was
greater than its invested capital.
17
EQUITY IN EARNINGS OF AFFILIATED COMPANIES
In 2001, equity in earnings of affiliated companies was $2.6 million
compared to $1.7 million in 2000. The results included earnings from various
unconsolidated feed joint ventures.
MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES
In 2001, we recorded minority interest in earnings of majority-owned
subsidiaries of $0.9 million compared to $0.3 million in 2000.
INCOME TAXES
Upon the formation of Land O'Lakes Farmland Feed on October 1, 2000,
provisions for income taxes were no longer recorded since the taxable operations
pass directly to the joint venture owners. Income tax expense was $2.8 million
in 2000. Prior to the formation, income taxes were allocated to Land O'Lakes
Feed Division on the basis of its taxable income and included in the Land
O'Lakes, Inc. tax return.
NET EARNINGS
Net earnings increased $25.9 million to $39.1 million in 2001, compared to
$13.2 million in 2000.
LIQUIDITY AND CAPITAL RESOURCES
We rely on cash from operations, borrowings from Land O'Lakes, and the sale
of accounts receivable as the main sources of financing working capital
requirements, additions to property, plant and equipment and acquisitions and
joint ventures. Other sources of funding consist of leasing arrangements and the
sale of non-strategic assets. There were no long-term debts as of December 31,
2002. The only long-term debt recorded on our balance sheet as of December 31,
2001 was a $59.7 million non-current note payable to Land O'Lakes.
Net cash provided by (used in) operating activities was $69.6 million, $75.3
million, and $(78.6) million for the years ended December 31, 2002, 2001, and
three months ended December 31, 2000, respectively. For the year ended December
31, 2002, net cash from operating activities was $5.7 million less than in 2001.
This decrease was primarily due to an increase in net earnings, which was more
than offset by changes in working capital, primarily as a result of the
contribution of receivables to our revolving receivables securitization program
in 2001. For the year ended December 31, 2001, net cash from operating
activities was $153.9 million more than in the three months ended December 31,
2000. This increase was primarily due to an increase in net earnings and the
change in working capital, net of acquisitions, primarily as a result of the
contribution of receivables to our revolving receivables securitization program.
Net cash provided by (used in) investing activities was $(11.3)
million, $(16.7)million, and $(19.5) million for the years ended December 31,
2002, 2001, and three months ended December 31, 2000, respectively. The decrease
in the use of cash in 2002 compared to 2001 is due to an increase in proceeds
from the sale of investments and an increase in proceeds from disposals of
property, plant, and equipment, partially offset by an increase in additions to
property, plant and equipment.
Net cash provided by (used in) financing activities was $(61.0)
million, $(55.6) million, and $98.1 million for the years ended December 31,
2002, 2001, and three months ended December 31, 2000, respectively. For each of
the periods, these cash flows resulted from cash provided by or paid to Land
O'Lakes. A note payable to Land O'Lakes was established at the inception of Land
O'Lakes Farmland Feed on October 1, 2000. Prior to this date, Land O'Lakes
recorded all cash flow between the Land O'Lakes Feed Division and Land O'Lakes
in investments and advances. The primary reason for the increase in the use of
funds was the payoff of the Land O'Lakes note in 2002.
A borrowing arrangement exists between Land O'Lakes and Land O'Lakes
Farmland Feed whereby each company is able to borrow funds from the other for
the purpose of financing temporary working capital needs. Borrowings under this
arrangement bear interest at rates based on current market conditions.
18
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 Land O'Lakes Farmland Feed LLC. 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 LLC has retained reserves for estimated
losses. As of December 31, 2002, no amount was drawn under this securitization
by Land O'Lakes Farmland Feed LLC.
In addition, Land O'Lakes Farmland Feed LLC leases various equipment and
real properties under long-term operating leases. Total consolidated rental
expense for the years ended December 31, 2002, 2001 and 2000 was $12.4 million,
$4.8 million and $2.1 million, respectively. The majority of the increase from
2001 to 2002 was due to the addition of Purina Mills, LLC operations. Most of
the leases require payment of operating expenses applicable to the leased
assets. Land O'Lakes Farmland Feed LLC expects that in the normal course of
business, most leases that expire will be renewed or replaced by other leases.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
At December 31, 2002, we had certain contractual obligations, which required
us to make payments as follows:
PAYMENTS DUE BY PERIOD (AS OF DECEMBER 31, 2002)
LESS
THAN MORE
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR 1-3 YEARS 3-5 YEARS THAN 5 YEARS
---------------------------- ----------- ----------- ----------- ------------ ------------
($ IN THOUSANDS)
Operating Leases............ $ 14,200 $ 7,100 $ 6,200 $ 800 $ 100
=========== =========== =========== =========== ============
We have certain commitments which may require the following payments to be made:
AMOUNTS OF CONTINGENT OBLIGATIONS (1)
EXPIRATION BY PERIOD (AS OF DECEMBER 31, 2002)
TOTAL LESS
AMOUNTS THAN MORE
OTHER GUARANTEES GUARANTEED 1 YEAR 1-3 YEARS 3-5 YEARS THAN 5 YEARS
---------------------------- ----------- ----------- ----------- ------------ ------------
($ IN THOUSANDS)
Land O'Lakes Term Loan A (2) $ 288,270 $ 73,297 $ 150,481 $ 64,492 $ --
Land O'Lakes Term Loan B (2) 231,417 22,381 5,099 5,099 198,838
Land O'Lakes 8 3/4% Senior Notes
Due 2011.................. 350,000 -- -- -- 350,000
Producer Loans.............. 8,006 7,923 83 -- --
----------- ----------- ----------- ------------ ------------
Total Guarantees....... $ 877,693 $ 103,601 $ 155,663 $ 69,591 $ 548,838
=========== =========== =========== ============ ============
(1) See "Off-balance Sheet Arrangements" for information concerning our
receivables securitization.
(2) Term Loan A and Term Loan B Facilities are subject to certain mandatory
prepayment obligations in certain events.
19
We expect that our total capital expenditures will be approximately $39
million in 2003. Of such amounts, Land O'Lakes Farmland Feed currently estimates
that a minimum range of $13 million to $15 million of ongoing maintenance
capital expenditures is required each year.
We expect that funds from operations and available borrowings under our
borrowing arrangement from Land O'Lakes, Inc. 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
We adopted the remaining provisions of SFAS 142, "Goodwill and Other
Intangible Assets," on January 1, 2002. Under SFAS 142, goodwill and other
intangible assets that have indefinite lives are no longer amortized except for
goodwill related to the acquisition of cooperatives and the formation of joint
ventures, but rather will be tested for impairment at least annually in
accordance with the provisions of the standard.
In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities." The standard requires that a liability for a
cost associated with an exit or disposal activity be recognized and measured
initially at fair value when the liability is incurred. Under existing
accounting literature, certain costs for exit activities were recognized at the
date a company committed to an exit plan. The provisions of the standard are
effective for exit or disposal activities initiated after December 31, 2002. The
standard is generally expected to delay recognition of certain exit related
costs.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" ("The Interpretation"). The
Interpretation requires that upon issuance of certain guarantees, the guarantor
must recognize a liability for the fair value of the obligation it assumes under
that guarantee. The Interpretation also requires additional disclosures by a
guarantor in its interim and annual financial statements about the obligations
associated with guarantees issued. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002, and have been included in Note 15 on page F-14. The recognition and
measurement provisions are effective on a prospective basis to guarantees issued
or modified after December 31, 2002.
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 U.S. 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
20
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 revenues 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 first and fourth 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.
LAND O'LAKES INABILITY TO SERVICE ITS INDEBTEDNESS COULD REQUIRE SIGNIFICANT
CASH PAYMENTS, INCLUDING THE FORECLOSED VALUE OF SUBSTANTIALLY ALL OF OUR
ASSETS, TO FULLY SATISFY OUR GUARANTEE OF THAT INDEBTEDNESS.
Along with all of our wholly-owned subsidiaries, we jointly and severally
guarantee the performance and full and punctual payment of Land O'Lakes
indebtedness and have secured that obligation with a security interest in
substantially all of our assets. In the event that Land O'Lakes is unable to
fully and punctually service its indebtedness, Land O'Lakes creditors would look
to us for complete satisfaction of the indebtedness. To the extent that we do
not have sufficient cash available to fully satisfy our guarantee, Land O'Lakes
creditors could force us to sell substantially all of our assets and forfeit all
of the resulting proceeds.
The covenants governing Land O'Lakes indebtedness may impose operating and
other restrictions on us that will affect and may limit or prohibit, among other
things, our ability to incur additional debt and sell or otherwise dispose of
our assets.
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.
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
21
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 Newcastle disease, which could lead to the
destruction of poultry flocks. Because Newcastle disease is highly contagious
and destructive, any outbreak of Newcastle disease could result in the
widespread destruction of infected flocks. If this happens, we could experience
a decreased demand for our poultry feed which could reduce our sales and
operating margins.
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 all potentially 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 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,
consumer demand and oversupply of proteins. We provide certain minimum prices to
swine producers for market hogs. 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 2005.
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.
22
WE MAY NOT SUCCESSFULLY IMPLEMENT THE STRATEGIES RELATING TO OUR RECENT
ACQUISITIONS OR ACHIEVE THE ANTICIPATED BENEFITS FROM THESE ACQUISITIONS.
In addition to the acquisition of Purina Mills, we have added other joint
ventures and acquisitions over the past five years. However, Purina Mills
represents our largest acquisition to date. The integration and consolidation of
Purina Mills as well as the other acquisitions into our business require
substantial management, financial and other resources. Such integration involves
a number of significant risks, including:
- unforeseen liabilities;
- unanticipated problems with the quality of the assets of the acquired
businesses;
- loss of customers;
- personnel turnover;
- loss of relationships with suppliers or service providers; and
- diversion of management's attention from other aspects of our business.
The effects of these risks and our inability to integrate and manage Purina
Mills and the other acquired businesses successfully or to achieve a substantial
portion of the anticipated cost savings from these acquisitions in the timeframe
we anticipate, could have a material adverse effect on our business, financial
condition or results of operations. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operation."
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
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. We have invested substantial resources promoting and developing our
trademarked brands and establishing their reputation as high-quality products
Any infringement or misappropriation of our intellectual property could damage
its value, could limit our ability to compete, could damage our reputation and
decrease our trademarks' value. 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.
Purina Mills, LLC, our wholly owned subsidiary, licenses 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,
23
Purina Mills 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.
Purina Mills, LLC's 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 Purina Mills, LLC
sells 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 Purina Mills, LLC's 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 animals as
well as to humans who consume 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.
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
24
and above-ground tanks and animal wastes. 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 incur 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 March 1, 2003, approximately 14% 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 7A. 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 dairy and other agricultural
markets. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation - Overview - Agricultural Commodity Inputs
and Outputs." To manage the potential negative impact of price fluctuations, we
engage in various hedging and other risk management activities.
As part of the 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 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 futures
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:
25
AT DECEMBER 31,
---------------------------------------------
2002 2001
-------------------- ---------------------
NOTIONAL FAIR NOTIONAL FAIR
AMOUNT VALUE AMOUNT VALUE
-------- -------- -------- --------
(IN THOUSANDS)
Commodity futures contracts
Commitments to purchase ...... $ 66,186 $ (4,179) $ 40,854 $ (3,664)
Commitments to sell .......... (30,202) 864 (4,482) (71)
-------- -------- -------- --------
Total outstanding
Derivatives .............. $ 35,984 $ (3,315) $ 36,372 $ (3,735)
======== ======== ======== ========
YEAR ENDED DECEMBER 31,
---------------------------------------------
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 ...... $ 379,123 $ 2,954 $ 299,749 $ (3,262)
Commitments to sell .......... $(368,411) $ (2,527) $(291,827) $ (2,705)
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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and notes thereto required pursuant to this Item 8
begin immediately after the certification pages of this annual report on Form
10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth certain information with respect to our
directors and executive officers:
NAME AGE TITLE
---- --- -----
Robert DeGregorio................ 46 President
Daniel Knutson................... 46 Senior Vice President and Chief Financial
Officer and Manager
Duane Halverson.................. 57 Executive Vice President and Chief Operating
Officer, Ag Services, Land O'Lakes and
Manager
James Wahrenbrock................ 61 Vice President, Planning and Business
Development, Land O'Lakes and Manager
John E. Gherty................... 59 President and Chief Executive Officer, Land
O'Lakes
Dr. David Hettinga............... 62 Vice President, Research, Technology and
Engineering, Land O'Lakes
Robert Terry..................... 46 Manager
Steve Rhodes..................... 49 Manager
Mike Doyle....................... 46 Vice President and Controller
Dan McGowan...................... 46 Vice President, Manufacturing and Logistics
Jack Madill...................... 42 Vice President, Swine Sales and Marketing
John Swanson..................... 56 Vice President, Income Optimization
26
Unless otherwise indicated, each officer serves at the pleasure of the Board
of Managers and each manager and officer of Land O'Lakes Farmland Feed has been
in his current profession for at least the past five years.
Robert DeGregorio, President of Land O'Lakes Farmland Feed LLC since 2000
and Manager of Land O'Lakes Farmland Feed since 2002. Mr. DeGregorio has been
the President of Purina Mills, our wholly owned subsidiary, since October 2001.
Mr. DeGregorio began his career at Land O'Lakes in 1982 in the Agriculture
Research Department and became Vice President of Land O'Lakes Feed Division in
1997. He became President of Land O'Lakes Farmland Feed LLC at the formation of
the joint venture in 2000.
Daniel Knutson, Senior Vice President and Chief Financial Officer of Land
O'Lakes and Land O'Lakes Farmland Feed since 2000. Mr. Knutson has been a
Manager of Land O'Lakes Farmland Feed since 2002. Mr. Knutson has also been
Executive Vice President and Chief Financial Officer of Purina Mills, our wholly
owned subsidiary, since October 2001. Mr. Knutson began his career at the
Company in 1978. He received his BS Degree in Accounting in 1977 and MBA with
emphasis in Finance in 1991, both from Mankato State University, and has earned
his CPA and CMA certifications.
Duane Halverson, Executive Vice President and Chief Operating Officer of Ag
Services since 1993 and Manager of Land O'Lakes Farmland Feed since 2000. Mr.
Halverson began his career at Land O'Lakes in 1970 in corporate planning. He has
served in a variety of executive positions at Land O'Lakes, and now heads up
Land O'Lakes Ag Services businesses, which include animal feed, crop seed and
swine operations.
James Wahrenbrock, Vice President, Planning and Business Development since
April, 2000 and Manager of Land O'Lakes Farmland Feed since October, 2000. Prior
to his appointment to this position, Mr. Wahrenbrock served as Vice President
Swine & New Ventures of Land O'Lakes. He joined Land O'Lakes in 1976. Mr.
Wahrenbrock also performs policy making functions for Land O'Lakes Farmland
Feed.
John E. Gherty, President and Chief Executive Officer of Land O'Lakes since
1989. Mr. Gherty began his career at Land O'Lakes in 1970 after completing
graduate degrees in law and industrial relations at the University of Wisconsin.
In the 1980s, he served as group vice president and chief administrative
officer. Mr. Gherty also performs policy making functions for Land O'Lakes
Farmland Feed.
Dr. David Hettinga, Vice President and Chief Technical Officer since 1989.
Dr. Hettinga joined Land O'Lakes in 1983. He obtained a M.S. in Food Science
from Purdue University, and a Ph.D. in Food Microbiology from Iowa State
University. Mr. Hettinga also performs policy making functions for Land O'Lakes
Farmland Feed.
Robert Terry, President and Chief Executive Officer of Farmland Industries
since May, 2002. Mr. Terry is a 13-year Farmland Industries veteran who most
recently served as Farmland executive vice president, general counsel and
corporate secretary. Mr. Terry joined Farmland in 1989 and has been a member of
Farmland Senior Management for nine years. Prior to joining Farmland, Mr. Terry
practiced law with Spencer Fane Britt & Browne. He holds a Bachelor of Science
degree in accounting and business and a Juris Doctorate from the University of
Missouri. Farmland Industries initiated Chapter 11 bankruptcy proceedings on
May 31, 2002.
Steve Rhodes, Executive Vice President and Chief Financial Officer of
Farmland Industries since May, 2002. Mr. Rhodes has been with Farmland and the
cooperative system since 1979, most recently serving as Farmland Industries Vice
President and Controller. Mr. Rhodes earned a bachelor's degree in accounting
from Northwest Missouri State University, Maryville, Missouri, and a master's
degree in business administration from Rockhurst College, Kansas City, Missouri.
Mike Doyle, Vice President and Controller of Land O'Lakes Farmland Feed
since December, 2001. Mr. Doyle began his career at Land O'Lakes in the
internal audit department in 1995.
Dan McGowan, Vice President of Manufacturing and Logistics of Land O'Lakes
Farmland Feed since December, 2001. Mr. McGowan joined Land O'Lakes in January,
1999 when Land O'Lakes acquired CountryMark. Mr. McGowan worked at CountryMark
since October, 1994.
Jack Madill, Vice President of Swine Sales and Marketing of Land O'Lakes
Farmland Feed since August, 2000 when Land O'Lakes feed division merged with
Farmland Industries feed division. Mr. Madill had worked at Farmland Industries
since 1983.
John Swanson, Vice President of Income Optimization, Land O'Lakes Farmland
Feed since December, 2001. Mr. Swanson began his career at Land O'Lakes in 1971
in the Land O'Lakes feed division.
27
ITEM 11. EXECUTIVE COMPENSATION.
The following table shows, for the Chief Executive Officer of Land O'Lakes
Farmland Feed and each of our four other most highly compensated executive
officers, information concerning compensation earned for services in all
capacities during the fiscal year ended December 31, 2002.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
----------------------------
AWARDS PAYOUTS
ANNUAL --------------- ---------
COMPENSATION (1) SECURITIES
------------------------------- UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS/SARS(#) PAYOUTS($) COMPENSATION($)(2)
--------------------------- ---- ---------- --------- --------------- ---------- ------------------
John E. Gherty, President and Chief
Executive Officer, Land O'Lakes(1) ...... 2002 $698,620 $ -- 16,000 $ -- 13,700
Duane Halverson, Executive Vice
President and Chief Operating Officer,
Ag Services, Land O'Lakes(1) ............ 2002 446,923 -- 9,500 -- 14,436
Robert DeGregorio, President, Land
O'Lakes Farmland Feed LLC ............... 2002 359,847 50,000 10,000 -- 9,500
Daniel Knutson, Senior Vice President
and Chief Financial Officer, Land O'Lakes
and Land O'Lakes Farmland Feed
LLC(1) .................................. 2002 357,692 -- 7,000 -- 9,000
David Hettinga, Vice President, Research,
Technology and Engineering, Land
O'Lakes(1) .............................. 2002 288,404 -- 3,000 -- 13,075
(1) Compensation to all these individuals is paid by Land O'Lakes, and
includes amounts earned for such individuals' service to each of
Land O'Lakes, Land O'Lakes Farmland Feed and Purina Mills. Land
O'Lakes is reimbursed by Land O'Lakes Farmland Feed for such
officers' services pursuant to the Management Services Agreement
dated September 1, 2000 between Land O'Lakes and Land O'Lakes
Farmland Feed further described below. These individuals are
executive officers of Land O'Lakes and also perform policy making
functions for Land O'Lakes Farmland Feed.
(2) The amounts shown in the table for 2002 reflect life insurance
premiums paid by Land O'Lakes in the amount of $8,600 for Mr.
Gherty, $8,400 for Mr. Halverson, $3,800 for Mr. DeGregorio,
$3,900 for Mr. Knutson and $7,975 for Mr. Hettinga. The amounts
also include contributions made by Land O'Lakes on behalf of the
named individuals under the qualified and non-qualified defined
contribution plans of Land O'Lakes as follows:
COMPANY MATCHING
CONTRIBUTION COMPANY CONTRIBUTION
NAME (QUALIFIED PLAN) (NON-QUALIFIED PLAN)
----------------- ------------------ --------------------
Mr. Gherty....... $ 5,100 $ --
Mr. Halverson.... 5,100 936
Mr. DeGregorio... 5,100 600
Mr. Knutson...... 5,100 --
Mr. Hettinga..... 5,100 --
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
---------------------------------------------------------------
PERCENT OF AT ASSUMED ANNUAL RATES
NUMBER OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM(2)
OPTIONS/SARS EMPLOYEES IN OF BASE EXPIRATION ------------------------
NAME GRANTED(#)(1) FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($)
---- ------------- ----------- ----------- ---- ----- ------
John E. Gherty..... 16,000 13.3% $ 35.69 3-31-2012 $370,751 $ 947,119
Duane Halverson(3). 9,500 8.0 35.69 3-31-2012 191,169 488,358
Robert DeGregorio(3) 10,000 8.4 35.69 3-31-2012 173,790 443,962
Daniel Knutson..... 7,000 5.8 35.69 3-31-2012 162,204 414,365
David Hettinga..... 3,000 2.5 35.69 3-31-2012 69,516 177,585
28
(1) Options granted are to purchase "Units" described below under the Land
O'Lakes Long-Term Incentive Plan. The vesting schedule for all grants of
Units is set forth below in the plan descriptions.
(2) The dollar amounts under these columns are the results of calculations at
the 5% and 10% annual appreciation rates set by the Securities and Exchange
Commission for illustrative purposes, and, therefore, are not intended to
forecast future financial performance. Accordingly, these calculations
assume 5% and 10% appreciation in the value of the Units.
(3) Mr. Halverson and Mr. DeGregorio were granted 1,250 and 2,500 options,
respectively, contingent upon meeting certain performance measures related
to the integration of Purina Mills into Land O'Lakes Farmland Feed. The
table currently assumes that the performance measures will be met. In the
event that the performance measures are not met, the entries for Mr.
Halverson and Mr. DeGregorio would be adjusted accordingly.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The purpose of the following table is to report exercises of options to
purchase Units by the named executive officers of Land O'Lakes Farmland Feed
during the year ended December 31, 2002 and any value of their unexercised
options as of December 31, 2001. The named executive officers did not exercise
options in 2002. Land O'Lakes Farmland Feed has not issued any stock
appreciation rights to the named executive officers.
VALUE OF UNEXERCISED IN-
NUMBER OF UNEXERCISED THE-MONEY OPTIONS/SARS
OPTIONS AT FY-END(#) AT FY-END($)(1)
SHARES ACQUIRED VALUE --------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------ --------------- ----------- ----------- ------------- ----------- -------------
John E. Gherty... -- -- 12,000 20,000 -- --
Duane Halverson.. -- -- 5,875 10,625 -- --
Robert DeGregorio -- -- 5,000 10,000 -- --
Daniel Knutson... -- -- 5,250 8,750 -- --
David Hettinga... -- -- 2,250 3,750 -- --
(1) Value is based on a Unit value of $27.69, which was the value of the Units
on December 31, 2002, minus the purchase price.
LAND O'LAKES EMPLOYEES SAVINGS AND SUPPLEMENTAL RETIREMENT PLAN
The Land O'Lakes Employee Savings and Supplemental Retirement Plan is a
qualified defined contribution 401(k) plan which permits employees to make both
pre-tax and after-tax contributions. All full-time, non-union Land O'Lakes
employees are eligible to participate. Union employees may participate if their
participation is specified by their collective bargaining agreement. Subject in
all cases to maximum contribution limits established by law, the maximum total
contribution for non-highly compensated employees is 50% of compensation; the
maximum pre-tax contribution for such employees is also 50%. For highly
compensated employees, the maximum total contribution is 12% of compensation and
the maximum pre-tax contribution is 8%. The Company matches 50% of the first 6%
of pre-tax contributions made by employees. Employees are immediately 100%
vested in their full account balance, including the company match.
EXECUTIVE ANNUAL VARIABLE COMPENSATION PLAN
The Executive Annual Variable Compensation Plan is a plan for executive
officers of Land O'Lakes. The maximum award opportunity varies by the
participant's position up to a maximum of 60% of base pay. Awards from this plan
are dependent on a combination of three elements of performance: 1) company
overall results (30%); 2) targets for business performance (55%); and 3)
individual performance commitments (15%). A minimum of 6% after-tax return on
equity is the threshold performance level required to trigger any payments from
the plan. Targets for company results, unit business performance and individual
performance commitments are established annually. Once maximum awards from each
of these components are achieved, excess awards may be granted. These awards
also vary based on the participant's position, between 79-102% of base salary.
29
LAND O'LAKES, INC. EXECUTIVE LONG-TERM VARIABLE COMPENSATION PLAN (1999-2001)
The Land O'Lakes, Inc. Executive Long-Term Variable Compensation Plan was
effective only for the years 1999-2001. The President and all officers of Land
O'Lakes who were not otherwise participating in a long-term variable plan were
eligible. The maximum award under this plan to any individual was 60% of their
base salary at the end of the performance period. Awards made under the plan
were based on the return on equity and net earnings of Land O'Lakes for the
period between 1999 and 2001. One half of all awards was subject to mandatory
deferral, with the other half payable in cash or eligible to be deferred, at the
option of the award recipient.
LAND O'LAKES LONG-TERM INCENTIVE PLAN
The Land O'Lakes Long-Term Incentive Plan, initiated in 2001, is a phantom
stock plan which allows certain employees to purchase "Units" under the plan.
Neither options granted nor Units may be transferred, assigned, pledged,
encumbered, or otherwise alienated from the grantee. Officers are eligible to
participate, as are selected non-officers identified by the Chief Executive
Officer. Participants are granted an annual award of options. One quarter of the
options vest on December 31 of the year in which they are granted, with the rest
vesting ratably on December 31 of the succeeding three years. These Units are
not traditional stock, and do not provide the purchaser with any voting rights
or rights to receive assets of Land O'Lakes.
The purchase price of the option is established as of December 31 of the
year prior to the grant of the option, based on a formula reflecting the value
of the enterprise at the close of the fiscal year preceding the grant of the
option. Participants may elect to exercise vested options to purchase units only
during the period between January 1 and March 31 of any year. Units are valued
each year on December 31, and are valued by the same formula by which the
purchase price of the option is determined. Participants in the plan may
purchase Units using cash or amounts in their deferred compensation accounts. In
addition, the options have a net exercise provision which allows participants to
use the value of appreciated options to buy Units.
Participants' ability to redeem owned Units while employed is limited to 50%
of the appreciated value of the cumulative total of Units previously purchased
by such participant, until the value of the owned Units reaches an established
ratio to the participant's annual base pay. These ratios are established based
on the level of the participant. Following death, inability to work due to
disability, retirement or other termination, the participant has a limited
period of time during which to exercise remaining vested options and/or redeem
purchased units, which varies according to the circumstances of the
participant's cessation of employment.
LAND O'LAKES NON-QUALIFIED DEFERRED COMPENSATION PLAN
The Land O'Lakes Non-Qualified Deferred Compensation Plan provides a select
group of employees with base salaries in excess of $95,000 an opportunity to
elect to defer a portion of their compensation for later payment at the earlier
of their death, disability, retirement or other termination. Eligible employees
may elect to defer a minimum of $1,000 up to a maximum 30% of base compensation
and 100% of variable pay. The default distribution is monthly installments over
a five year period. Deferred compensation is not included as compensation for
purposes of the company's qualified plans. The Company adds an additional amount
equal to three percent (3%) of the participant's elective deferrals to this
plan. In addition, at the end of each calendar quarter, the Company credits the
participant's account balance with modest interest at a rate announced in
advance of each calendar year. Benefits of this plan are paid out of the general
assets of the corporation.
Land O'Lakes maintains three non-qualified excess benefit plans for its
officers. Benefits for all three of these plans are paid out of the general
assets of the corporation.
NON-QUALIFIED EXECUTIVE EXCESS BENEFIT PLAN (IRS LIMITS)
The Non-Qualified Executive Excess Benefit Plan (IRS Limits) provides for a
payment of a benefit to officers which is the equivalent of the difference
between the benefit that would have been payable to the executive if the Land
O'Lakes Employee Retirement Plan benefit formula were applied to the executive's
actual compensation, without regard for limitations on compensation or benefits
imposed by the Internal Revenue Code, and the benefit actually payable under the
Land O'Lakes Employee Retirement Plan.
30
NON-QUALIFIED EXECUTIVE EXCESS BENEFIT PLAN (1989 FORMULA)
The Non-Qualified Executive Excess Benefit Plan (1989 Formula) provides a
non-qualified benefit to individuals who were officers as of January 1, 1989 at
the time the defined benefit formula was changed. This excess benefit plan
provides a benefit representing the difference between the accrued benefit under
the formula as of December 31, 1988 and the accrued benefit under the Land
O'Lakes Employee Retirement Plan at the time of the individual's retirement.
NON-QUALIFIED EXECUTIVE EXCESS BENEFIT SAVINGS PLAN
The Non-Qualified Executive Excess Benefit Savings Plan provides a benefit
to officers who participate in this savings plan by crediting an amount to a
deferred compensation account which represents 3% of total compensation, net of
any deferred compensation, less the amount of the Company match contributed to
the savings plan. Account balances are credited with a modest rate of interest
quarterly. Distributions are made under the same circumstances and on the same
terms as the individual has elected under the Land O'Lakes Non-Qualified
Deferred Compensation Plan, or according to the default provisions of the Land
O'Lakes Non-Qualified Deferred Compensation Plan in the absence of an election.
LAND O'LAKES EMPLOYEE RETIREMENT PLAN
PENSION PLAN TABLE
FINAL
AVERAGE PAY YEARS OF SERVICE AT RETIREMENT
----------- ----------------------------------------------------------------
(ANNUAL) 10 15 20 25 30 35
--------- --------- --------- --------- --------- ---------
TABLE A $ 200,000 $ 30,100 $ 45,100 $ 60,100 $ 75,200 $ 90,200 $ 90,200
400,000 62,100 93,100 124,100 155,200 186,200 186,200
600,000 94,100 141,100 188,100 235,200 282,200 282,200
800,000 126,100 189,100 252,100 315,200 378,200 378,200
1,000,000 158,100 237,100 316,100 395,200 474,200 474,200
1,200,000 190,100 285,100 380,100 475,200 570,200 570,200
TABLE B $ 200,000 $ 34,700 $ 52,000 $ 69,400 $ 86,700 $104,100 $104,100
400,000 76,000 114,000 152,100 190,100 228,100 228,100
600,000 117,400 176,000 234,700 293,400 352,100 352,100
800,000 158,700 238,000 317,400 396,700 476,100 476,100
1,000,000 200,000 300,000 400,100 500,100 600,100 600,100
1,200,000 241,400 362,000 482,700 603,400 724,100 724,100
The Land O'Lakes Employee Retirement Plan is a qualified defined benefit
pension plan. All full-time, non-union Land O'Lakes employees are eligible to
participate. Union employees may participate if their participation is specified
by their collective bargaining agreement. An employee is fully vested in the
plan after five years of vesting service. For most employees, the plan provides
for a monthly benefit for the employee's lifetime beginning at normal retirement
age (social security retirement age), calculated according to the following
formula: {[1.08% x Final Average Pay]+[.52% x (Final Average Pay-Covered
Compensation)]} x years of credited service (up to a maximum of 30 years). These
levels are illustrated by Table A above. Due to provisions of this plan
providing that certain benefits existing in a previous version of the plan will
not be reduced, certain employees, including Messrs. Gherty and Halverson, will
instead receive the compensation at levels previously in effect for the
retirement plan. These sums are described in Table B above.
Final Average Pay is average monthly compensation for the highest paid 60
consecutive months of employment out of the last 132 months worked. Covered
Compensation is an amount used to coordinate pension benefits with Social
Security benefits. It is adjusted annually to reflect changes in the Social
Security Taxable Wage Base, and varies with the employee's year of birth and the
year in which employment ends. The normal form of benefit for a single employee
is a life-only annuity; for a married employee, the normal form is a 50% joint
and survivor annuity. There are other optional annuity forms available.
Terminated or retired employees who are at least 55 with 10 years of vesting
service may elect a reduced early retirement benefit.
As of January 1, 2003, Mr. Gherty was credited with 32 years of service, Mr.
Halverson was credited with 32 years of service, Mr. DeGregorio was credited
with 21 years of service, Mr. Knutson was credited with 25 years of service and
Mr. Hettinga was credited with 19 years of service.
31
COMPENSATION OF DIRECTORS AND MANAGERS
The managers for the company are not paid to attend board of manager
meetings, but are reimbursed for their reasonable expenses incurred in attending
the meetings.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
As of December 31, 2002, all of our equity interest were owned directly by
Farmland Industries, Inc. (8%) located at Kansas City, Missouri and Land
O'Lakes, Inc. (92%) located in Arden Hills, Minnesota. There is no established
trading market for our membership interests.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pursuant to an agreement dated September 25, 2000, Land O'Lakes Farmland
Feed licenses certain trademarks from Land O'Lakes on a royalty free basis,
including LAND O LAKES, the Indian Maiden logo, Maxi Care, and Amplifier Max,
for use in connection with its animal feed and milk replacer products. Land
O'Lakes Farmland Feed also licenses certain trademarks of Farmland Industries,
including Farmland, for use with its feed products.
In accordance with the Management Services Agreement between Land O'Lakes,
Inc. and Land O'Lakes Farmland Feed, Land O'Lakes, Inc. charges the Company for
corporate services such as legal, insurance administration, tax administration,
human resources, payroll and benefit administration, leasing, public relations,
credit and collections, accounting, and information technology support. These
costs totaled $7.0 million and $6.6 million for the years ended December 31,
2002 and 2001, respectively.
Payroll and benefit-related costs are paid directly by Land O'Lakes, Inc.
and reimbursed by the Company. These costs totaled $100.9 million and $102.8
million for the years ended December 31, 2002 and 2001, respectively.
The Company has a borrowing arrangement with Land O'Lakes, Inc. which bears
interest at rates based on current market conditions. The Company had a note
receivable from Land O' Lakes, Inc. of $29.5 million at December 31, 2002 and a
note payable to Land O' Lakes, Inc. of $29.2 million at December 31, 2001.
Pursuant to a Feed Supply Agreement dated September 29, 2000 between Land
O'Lakes Farmland Feed and Farmland Industries, Farmland Industries agrees to
purchase all of its branded feed, specialty feeds, catfish, swine and cattle
feed, and ingredients, excluding grain, from Land O'Lakes Farmland Feed. Such
sales are to be made at prices competitive with those available from other
suppliers. For the year ended December 31, 2002, Land O'Lakes Farmland Feed sold
$1.5 million in feed and ingredients to Farmland Industries. This Feed Supply
Agreement extends for the duration of Land O'Lakes Farmland Feed, or, for five
years following the exercise by Land O'Lakes of its option to purchase Farmland
Industries' interest in Land O'Lakes Farmland Feed. Due to a disputed provision
in the agreement, Farmland Industries has not purchased as much feed as
originally anticipated
Sales with unconsolidated subsidiaries of the Company totaled $63.8 million
and $45.0 million for the years ended December 31, 2002 and 2001, respectively.
PART IV
ITEM 14. 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 annual
report on Form 10-K. Based upon their evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that, as of the Evaluation
32
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.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) DOCUMENTS FILED AS PART OF THIS ANNUAL REPORT ON FORM 10-K:
1. Consolidated Financial Statements:
LAND O'LAKES FARMLAND FEED LLC
Financial Statements for the years ended December 31, 2002 and 2001 and
for the three months ended December 31, 2000
Independent Auditors' Report of KPMG LLP....................................... F-2
Consolidated Balance Sheets as of December 31, 2002 and 2001................... F-3
Consolidated Statements of Operations for the years ended
December 31, 2002 and 2001 and the three months ended December 31, 2000 ..... F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 2002 and 2001 and the three months ended December 31, 2000...... F-5
Consolidated Statements of Equities for the years ended
December 31, 2002 and 2001 and the three months ended December 31, 2000...... F-6
Notes to Consolidated Financial Statements..................................... F-7
LAND O'LAKES FEED DIVISION
Financial Statements for the nine months ended September 30, 2000
Independent Auditors' Report of KPMG LLP..................................... F-26
Consolidated Balance Sheet as of September 30, 2000............................ F-27
Consolidated Statement of Operations for the nine months ended
September 30, 2000........................................................... F-28
Consolidated Statement of Cash Flows for the nine months ended
September 30, 2000........................................................... F-29
Notes to Consolidated Financial Statements..................................... F-30
(B) REPORTS ON FORM 8-K
No reports were filed on Form 8-K during the quarter ended December 31,
2002.
EXHIBIT DESCRIPTION
- ------- -----------
3.1 Certification of Formation of Land O'Lakes Farmland Feed LLC
dated August 11, 2000. (1)
3.2 Limited Liability Company Agreement of LOL FF LLC. (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
33
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)
10.1 Amended and Restated Five Year Credit Agreement dated as of
October 11, 2001 among Land O'Lakes, Inc., The Chase
Manhattan Bank, CoBank, ACB, and the Lenders party thereto. (3)
10.2 First Amendment dated November 6, 2001 to the Amended and
Restated Five-Year Credit Agreement dated October 11, 2001. (3)
10.3 Second Amendment dated February 15, 2002 to the Amended and
Restated Five-Year Credit Agreement dated October 11, 2001. (3)
10.4 Joint Venture Agreement by and between Farmland Industries,
Inc. and Land O'Lakes, Inc. dated as of July 18, 2000. (3)
10.5 License Agreement among Ralston Purina Company, Purina
Mills, Inc. and BP Nutrition Limited dated as of October 1,
1986. (4)
10.6 License Agreement between Land O'Lakes, Inc. and Land
O'Lakes Farmland Feed LLC dated September 25, 2000. (5)
10.7 Agreement and Plan of Merger, dated as of June 17, 2001, by
and among Purina Mills, Inc., Land O'Lakes, Inc., LOL
Holdings II, Inc. and LOL Holdings III, Inc. (6)
10.8 Management Services Agreement, dated September 1, 2000, by
and between Land O'Lakes and Land O'Lakes Farmland Feed LLC. (7)
10.9 Purchase and Sale Agreement dated as of December 18, 2001,
among Land O'Lakes, Inc., Land O'Lakes Farmland Feed LLC,
Purina Mills, LLC and LOL Farmland Feed SPV, LLC. (8)
10.10 Receivables Purchase Agreement dated as of December 18,
2001, among Land O'Lakes Farmland Feed LLC, LOL Farmland
Feed SPV, LLC, and CoBank, ACB. (9)
10.11 Executive Annual Variable Compensation Plan of Land O'Lakes.
(10) #
10.12 Land O'Lakes Long Term Incentive Plan. (11) #
10.13 Land O'Lakes Non-Qualified Deferred Compensation Plan. (12) #
10.14 Land O'Lakes Non-Qualified Executive Excess Benefit Plan
(IRS Limits). (13) #
10.15 Land O'Lakes Non-Qualified Executive Excess Benefit Plan
(1989 Formula). (14) #
10.16 Land O'Lakes Non-Qualified Executive Excess Benefit Savings
Plan. (15) #
10.17 Amended Land O'Lakes Long Term Incentive Plan. (16)*
12.0 Statement regarding the computation of ratios*
21 Subsidiaries of the Registrant*
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 3.28 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 3.29 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 Land O'Lakes,
Inc. Registration Statement on Form S-4 filed March 18, 2002
(Registration No. 333-84486)
(4) Incorporated by reference to exhibit 10.9 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(5) Incorporated by reference to exhibit 10.10 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(6) Incorporated by reference to exhibit 10.13 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(7) Incorporated by reference to exhibit 10.14 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(8) Incorporated by reference to exhibit 10.17 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(9) Incorporated by reference to exhibit 10.18 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(10) Incorporated by reference to exhibit 10.19 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(11) Incorporated by reference to exhibit 10.20 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(12) Incorporated by reference to exhibits 10.21 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(13) Incorporated by reference to exhibit 10.22 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(14) Incorporated by reference to exhibit 10.23 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(15) Incorporated by reference to exhibit 10.24 to the Land O'Lakes, Inc.
Registration Statement on Form S-4 filed March 18, 2002 (Registration
No. 333-84486)
(16) Incorporated by reference to exhibit 10.27 to the Land O'Lakes, Inc.
Form 10-K for the annual period ended December 31, 2002, filed on March
27, 2003
# Management contract, compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K.
* Filed electronically herewith
34
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on March 27, 2003.
LAND O'LAKES FARMLAND FEED LLC
By /s/ Daniel Knutson
-------------------------------------------------
Daniel Knutson
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 27, 2003.
/s/ Robert DeGregorio President
- --------------------------------- (Principal Executive Officer)
Robert DeGregorio
/s/ Daniel Knutson Senior Vice President and Chief
- --------------------------------- Financial Officer and Manager
Daniel Knutson (Principal Financial and Accounting
Officer)
/s/ Duane Halverson Manager
- ---------------------------------
Duane Halverson
/s/ James Wahrenbrock Manager
- ---------------------------------
James Wahrenbrock
/s/ Robert Terry Manager
- ---------------------------------
Robert Terry
/s/ Steve Rhodes Manager
- ---------------------------------
Steve Rhodes
35
CERTIFICATIONS
I, Robert DeGregorio, certify that:
I have reviewed this annual report on Form 10-K of Land O'Lakes Farmland Feed
LLC;
Based on my knowledge, this annual 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 annual report;
Based on my knowledge, the financial statements, and other financial information
included in this annual 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 annual report;
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:
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 annual report is being prepared;
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 annual
report (the "Evaluation Date"); and
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
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):
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
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
The registrant's other certifying officers and I have indicated in this annual
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: March 27, 2003
By /s/ Robert DeGregorio
---------------------
Robert DeGregorio
President
36
I, Daniel Knutson, certify that:
I have reviewed this annual report on Form 10-K of Land O'Lakes Farmland Feed
LLC;
Based on my knowledge, this annual 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 annual report;
Based on my knowledge, the financial statements, and other financial information
included in this annual 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 annual report;
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:
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 annual report is being prepared;
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 annual
report (the "Evaluation Date"); and
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
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):
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
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
The registrant's other certifying officers and I have indicated in this annual
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: March 27, 2003
By /s/ Daniel Knutson
------------------
Daniel Knutson
Senior Vice President and
Chief Financial Officer
and Manager
37
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15 (D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
No annual report to security holders covering the registrant's last fiscal year
and no proxy statement, form of proxy or other proxy soliciting material with
respect to any annual or other meeting of security holders has been or will be
sent to security holders.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
LAND O'LAKES FARMLAND FEED LLC
Financial Statements for the years ended December 31, 2002
and 2001 and for the three months ended December 31, 2000
Independent Auditors' Report of KPMG LLP............................................. F-2
Consolidated Balance Sheets as of December 31, 2002 and 2001......................... F-3
Consolidated Statements of Operations for the years ended
December 31, 2002 and 2001 and the three months ended December 31, 2000............ F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 2002 and 2001 and the three months ended December 31, 2000............ F-5
Consolidated Statements of Equities for the years ended
December 31, 2002 and 2001 and the three months ended December 31, 2000............ F-6
Notes to Consolidated Financial Statements........................................... F-7
LAND O'LAKES FEED DIVISION
Financial Statements for the nine months ended September 30, 2000
Independent Auditors' Report of KPMG LLP............................................. F-26
Consolidated Balance Sheet as of September 30, 2000.................................. F-27
Consolidated Statement of Operations for the nine months ended September 30, 2000.... F-28
Consolidated Statement of Cash Flows for the nine months ended September 30, 2000.... F-29
Notes to Consolidated Financial Statements........................................... F-30
F-1
INDEPENDENT AUDITORS' REPORT
The Board of Managers
Land O'Lakes Farmland Feed LLC:
We have audited the accompanying consolidated balance sheets of Land O'Lakes
Farmland Feed LLC and subsidiaries as of December 31, 2002 and 2001, and the
related consolidated statements of operations, cash flows and equities for the
years ended December 31, 2002 and 2001 and the three months ended December 31,
2000. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Land O'Lakes
Farmland Feed LLC and subsidiaries as of December 31, 2002 and 2001, and the
results of their operations and their cash flows for the years ended December
31, 2002 and 2001 and the three months ended December 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, in 2002,
the Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets." In 2001, the Company adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities," as amended
by Statement No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities"; Statement No. 141, "Business Combinations"; certain
provisions of Statement No. 142, "Goodwill and Other Intangible Assets," as
required for goodwill and intangible assets resulting from business combinations
consummated after June 30, 2001; and Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets."
/s/ KPMG LLP
Minneapolis, Minnesota
January 30, 2003
F-2
LAND O'LAKES FARMLAND FEED LLC
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
-------------------
2002 2001
-------- --------
($ IN THOUSANDS)
ASSETS
Current assets:
Cash and short-term investments................... $ 356 $ 3,019
Receivables, net.................................. 127,382 119,063
Receivable from legal settlement.................. 6,000 --
Inventories....................................... 113,078 113,559
Prepaid expenses and other current assets......... 7,835 6,472
Note receivable - Land O'Lakes, Inc............... 29,493 --
-------- --------
Total current assets...................... 284,144 242,113
Investments......................................... 22,973 31,496
Property, plant and equipment, net.................. 251,739 326,956
Goodwill, net....................................... 122,486 104,749
Other intangibles................................... 96,804 104,396
Other assets........................................ 28,762 23,875
-------- --------
Total assets.............................. $806,908 $833,585
======== ========
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term obligations.................. $ 2,400 $ 5,000
Notes payable-- Land O'Lakes, Inc.-- current...... -- 29,210
Accounts payable.................................. 121,219 117,042
Accrued expenses.................................. 48,134 35,132
-------- --------
Total current liabilities................. 171,753 186,384
Notes payable -- Land O'Lakes, Inc.-- noncurrent.... -- 59,664
Employee benefits and other liabilities............. 29,447 36,656
Minority interests.................................. 2,960 2,919
Equities:
Contributed capital............................... 515,376 515,044
Retained earnings................................. 87,372 32,918
-------- --------
Total equities............................ 602,748 547,962
-------- --------
Commitments and contingencies
Total liabilities and equities...................... $806,908 $833,585
======== ========
See accompanying notes to consolidated financial statements.
F-3
LAND O'LAKES FARMLAND FEED LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS
YEAR ENDED YEAR ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2002 2001 2000
------------ ------------ -------------
($ IN THOUSANDS)
Net sales ............................................ $ 2,430,385 $ 1,837,377 $ 389,908
Cost of sales ........................................ 2,144,014 1,672,385 354,243
----------- ----------- ---------
Gross profit ......................................... 286,371 164,992 35,665
Selling, general and administration .................. 236,004 127,185 30,495
Restructuring and impairment charges (reversals)...... 11,266 (5,728) 9,700
----------- ----------- ---------
Earnings (loss) from operations ...................... 39,101 43,535 (4,530)
Interest (income) expense, net ....................... (4,558) 6,088 2,052
Gain on legal settlements ............................ (7,642) -- --
Gain on sale of intangible ........................... (4,184) -- --
Equity in earnings of affiliated companies............ (1,021) (2,577) (308)
Minority interest in earnings (loss) of subsidiaries.. 900 878 (46)
----------- ----------- ---------
Earnings (loss) before income taxes .................. 55,606 39,146 (6,228)
Income tax expense ................................... 1,152 -- --
----------- ----------- ---------
Net earnings (loss) .................................. $ 54,454 $ 39,146 $ (6,228)
=========== =========== =========
See accompanying notes to consolidated financial statements.
F-4
LAND O'LAKES FARMLAND FEED LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS
YEAR ENDED YEAR ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2002 2001 2000
------------ ------------ ------------
($ IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) .......................................... $ 54,454 $ 39,146 $ (6,228)
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization .............................. 44,398 29,631 3,597
Bad debt expense (recovery) ................................ 3,200 (783) 1,260
Receivable from legal settlement ........................... (6,000) -- --
Increase in other assets ................................... (4,079) (4,759) (13,771)
(Decrease) increase in other liabilities ................... (9,200) (6,017) 11,572
Restructuring and impairment charges (reversals) ........... 11,266 (5,728) 9,700
Equity in earnings of affiliated companies ................. (1,021) (2,577) (308)
Minority interest .......................................... 900 878 (46)
Gain on sale of intangible ................................. (4,184) -- --
Other ...................................................... 1,294 -- --
Changes in current assets and liabilities, net of
acquisitions and divestitures:
Receivables ................................................ (13,327) 37,989 (120,137)
Inventories ................................................ 372 10,436 (69,958)
Other current assets ....................................... (584) 6,272 (10,213)
Accounts payable ........................................... 4,177 (11,319) 92,886
Accrued expenses ........................................... (12,080) (17,864) 23,068
--------- --------- ---------
Net cash provided by (used in) operating activities ........... 69,586 75,305 (78,578)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment .................... (26,054) (21,931) (21,352)
Proceeds from sale of investments ............................. 3,700 -- --
Proceeds from sale of property, plant and equipment ........... 6,600 5,211 1,816
Dividends from affiliated companies ........................... 3,726 -- --
Other ......................................................... 750 -- --
--------- --------- ---------
Net cash used by investing activities ....................... (11,278) (16,720) (19,536)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) increase in short-term debt ........................ (2,600) 1,029 3,971
Proceeds from note payable to Land O'Lakes, Inc. .............. 449,997 358,030 185,243
Payments on note payable to Land O'Lakes, Inc. ................ (508,700) (422,965) (91,100)
Capital contributions by members .............................. 332 8,340 --
--------- --------- ---------
Net cash (used) provided by financing activities .............. (60,971) (55,566) 98,114
Net (decrease) increase in cash and short-term investment ..... (2,663) 3,019 --
Cash and short-term investments at beginning of period .......... 3,019 -- --
--------- --------- ---------
Cash and short-term investments at end of period ............... $ 356 $ 3,019 $ --
========= ========= =========
Supplemental schedules of noncash investing and financing
activities:
Capital contributions by members ............................. $ -- $ 371,907 $ 134,797
See accompanying notes to consolidated financial statements.
F-5
LAND O'LAKES FARMLAND FEED LLC
CONSOLIDATED STATEMENTS OF EQUITIES
FOR THE YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 2001 AND THE THREE MONTHS
ENDED DECEMBER 31, 2000
RETAINED
EARNINGS
CONTRIBUTED (ACCUMULATED TOTAL
CAPITAL DEFICIT) EQUITIES
----------- -------- --------
($ IN THOUSANDS)
Initial capital contributions ... $ 134,797 $134,797
Net loss ........................ (6,228) (6,228)
--------- --------- --------
Balance, December 31, 2000 ...... 134,797 (6,228) 128,569
Capital contributions:
Purina Mills stock ............ 366,897 366,897
Other ......................... 13,350 13,350
Net earnings .................... 39,146 39,146
--------- --------- --------
Balance, December 31, 2001 ...... $ 515,044 $ 32,918 $547,962
Capital contributions:
Purina Mills stock ............ 332 332
Net earnings .................... 54,454 54,454
--------- --------- --------
Balance, December 31, 2002 ...... $ 515,376 $ 87,372 $602,748
========= ========= ========
See accompanying notes to consolidated financial statements.
F-6
LAND O'LAKES FARMLAND FEED LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
($ IN THOUSANDS IN TABLES)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Land O'Lakes Farmland Feed LLC (the "Company") produces both commercial and
lifestyle feed for a variety of animals, including dairy cattle, beef cattle,
swine, poultry, horses, and other specialty animals.
The Company was established in October 2000 through the combination of the
feed operations of Land O'Lakes, Inc. and Farmland Industries, Inc. Through
their relative contributions Land O'Lakes, Inc. and Farmland Industries, Inc.
had ownership interests of 73.7% and 26.3%, respectively. The initial capital
contributions made by each of the members to the Company consisted primarily of
property, plant, and equipment and other long-lived assets. In October 2000, the
Company purchased inventories from the respective members. The merger was
accounted for as a purchase in accordance with APB No. 16, "Business
Combinations." As such, the contributions of Farmland Industries, Inc. have been
recorded at fair value.
In October 2001, an indirect subsidiary of Land O'Lakes, Inc. acquired
Purina Mills, Inc. and contributed the business to the Company. As a result,
Land O'Lakes, Inc. increased its direct and indirect ownership in the Company to
92%. Farmland Industries, Inc. retains an 8% ownership interest.
REVENUE RECOGNITION
Sales are recognized primarily upon shipment of product to the customer.
STATEMENT PRESENTATION
The consolidated financial statements include the accounts of the Company
and wholly owned and majority-owned subsidiaries and limited liability
companies. Intercompany transactions and balances have been eliminated. Certain
reclassifications have been made to the 2001 and 2000 consolidated financial
statements to conform to the 2002 presentation.
CASH AND SHORT-TERM INVESTMENTS
Cash and short-term investments include short-term, highly liquid
investments with original maturities of three months or less.
INVENTORIES
Inventories are valued at the lower of cost or market. Cost is determined on
an average cost basis.
DERIVATIVE COMMODITY INSTRUMENTS
The Company uses derivative commodity instruments, primarily futures
contracts, to reduce the exposure to changes in commodity prices. These
contracts are not designated as hedges under Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities". The futures contracts are marked to market each month and gains and
losses are recognized in earnings.
F-7
INVESTMENTS
The equity method of accounting is used for investments in which the Company
has significant influence. Generally, this represents ownership of at least 20
percent and not more than 50 percent. Investments in less than 20 percent owned
companies are stated at cost.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is calculated
using the straight-line method over the estimated useful lives (15 to 30 years
for land improvements and buildings and 5 to 10 years for machinery and
equipment) of the respective assets.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the excess of the purchase price over the fair value of
acquired businesses. Upon adoption of the remaining provisions of SFAS No. 142,
"Goodwill and Other Intangible Assets," on January 1, 2002, the Company no
longer amortizes goodwill except for goodwill related to the acquisition of
cooperatives and the formation of joint ventures. See Note 7 for pro forma
effects of adopting this standard.
Other intangible assets consist primarily of trademarks, patents, and
agreements not to compete. Certain trademarks are no longer amortized because
they have indefinite lives. The remaining other intangible assets are amortized
using the straight-line method over the estimated useful lives, ranging from 3
to 15 years.
RECOVERABILITY OF LONG-LIVED ASSETS
The test for goodwill impairment is a two-step process, and is performed on
at least an annual basis. The first step is a comparison of the fair value of
the reporting unit (as defined) with its carrying amount, including goodwill. If
this step reflects impairment, then the loss would be measured as the excess of
recorded goodwill over its implied fair value. Implied fair value is the excess
of fair value of the reporting unit over the fair value of all identified assets
and liabilities. The Company assesses the recoverability of other long-lived
assets annually or whenever events or changes in circumstance 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 its 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.
INCOME TAXES
The Company's taxable operations pass directly to the joint venture owners
under the LLC organization. Income tax provisions are recorded for a
consolidated subsidiary.
ADVERTISING AND PROMOTION COSTS
Advertising costs are expensed as incurred. Advertising costs were $17.9
million, $7.9 million, and $2.1 million for the years ended December 31, 2002
and 2001 and the three months ended December 31, 2000, respectively.
RESEARCH AND DEVELOPMENT
Expenditures for research and development are charged to administration
expense in the year incurred. Total research and development expenses for the
years ended December 31, 2002 and 2001 and the three months ended December 31,
2000 were $9.8 million, $5.3 million and $0.9 million, respectively.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company adopted the remaining provisions of SFAS 142, "Goodwill and
Other Intangible Assets," on January 1, 2002. Under SFAS 142, goodwill and other
intangible assets that have indefinite lives are no longer amortized except for
goodwill related to the acquisition of cooperatives and the formation of joint
ventures, but
F-8
rather will be tested for impairment at least annually in accordance with the
provisions of the standard. See Note 7 for additional information on the
adoption of SFAS 142.
In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities." The standard requires that a liability for a
cost associated with an exit or disposal activity be recognized and measured
initially at fair value when the liability is incurred. Under existing
accounting literature, certain costs for exit activities were recognized at the
date a company committed to an exit plan. The provisions of the standard are
effective for exit or disposal activities initiated after December 31, 2002. The
standard is generally expected to delay recognition of certain exit related
costs.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirement for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" ("The Interpretation"). The
Interpretation requires that upon issuance of certain guarantees, the guarantor
must recognize a liability for the fair value of the obligation it assumes under
that guarantee. The Interpretation also requires additional disclosures by a
guarantor in its interim and annual financial statements about the obligations
associated with guarantees issued. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002, and have been included in Note 15 on page F-14. The recognition and
measurement provisions are effective on a prospective basis to guarantees issued
or modified after December 31, 2002.
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
2. RECEIVABLES
A summary of receivables at December 31 is as follows:
2002 2001
--------- --------
Trade accounts............................. $ 22,458 $ 25,320
Notes and contracts........................ 23,494 4,628
Notes from sale of trade receivables (see
Note 3).................................... 83,158 84,321
Other...................................... 8,871 13,879
--------- --------
137,981 128,148
Less allowance for doubtful accounts....... 10,599 9,085
--------- --------
Total receivables, net..................... $ 127,382 $119,063
========= ========
3. 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 the Company to the SPE are structured
as sales and, accordingly, the receivables transferred to the SPE are not
reflected in the Company's consolidated balance sheet. However, the Company
retains 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, the Company has retained reserves for estimated
losses. The Company expects no significant gains or losses from the sale of the
receivables. At December 31, 2002, no amounts were outstanding under this
facility and $100.0 million remained available. The total accounts receivable
sold by the Company during 2002 and 2001 was $2,299.0 million and $289.8
million, respectively.
F-9
4. INVENTORIES
A summary of inventories at December 31 is as follows:
2002 2001
--------- ------
Raw materials..... $ 83,187 $ 63,435
Finished goods.... 29,891 50,124
-------- --------
Total inventories.. $113,078 $113,559
======== ========
5. INVESTMENTS
The Company's investments at December 31 are as follows:
2002 2001
---- ----
Harmony Farms, LLC......... $ 2,435 $ 3,969
New Feeds, LLC............. 3,033 3,214
Iowa River Feeds, LLC...... -- 2,648
Agland Farmland Feed, LLC.. 2,585 2,435
Pro-Pet, LLC............... 2,326 2,362
Nutri-Tech Feeds, LLC...... -- 2,314
LOLFF SPV, LLC............. 1,000 1,805
Northern Country Feeds, LLC 1,704 1,652
CalvaAlto Liquid, LLC...... 1,302 1,302
T-PM Holding Company....... -- 1,290
Northern Colorado Feed, LLC -- 1,210
Strauss Feeds, LLC......... 1,041 1,073
Nutrikowi, LLC............. 876 783
Dakotaland Feeds, LLC...... 744 736
Other LLCs................. 5,927 4,703
-------- -------
Total investments.......... $ 22,973 $31,496
======== =======
All of the above investments are accounted for under the equity method with
the exception of a portion of the investments under the caption "Other LLCs."
During 2002, we sold out interest in several of our equity joint ventures.
We sold our interests in: Iowa River Feeds, LLC, Nutri-Tech Feeds LLC, T-PM
Holding Company, and Northern Colorado Feeds, LLC. These sales related to the
integration efforts of the Purina Mills acquisition. Proceeds from these sales
were $3.7 million.
6. PROPERTY, PLANT AND EQUIPMENT
A summary of property plant and equipment at December 31 is as follows:
2002 2001
--------- ---------
Land and land improvements......... $ 29,661 $ 23,826
Buildings and building equipment... 108,551 124,205
Machinery and equipment............ 211,649 247,186
Construction in progress........... 13,328 13,019
--------- ---------
363,189 408,236
Less accumulated depreciation...... 111,450 81,280
--------- ---------
Total property, plant and equipment, net $ 251,739 $ 326,956
========= =========
7. GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL The Company adopted the remaining provisions of SFAS No. 142 on January
1, 2002. Had SFAS No. 142 been effective January 1, 2000, net earnings for 2001
and the three months ended December 31, 2000 would have been reported as
follows:
THREE MONTHS
YEAR ENDED YEAR ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2002 2001 2000
------------- ------------- ---------
($ IN THOUSANDS)
Net earnings (loss)......................... $ 54,454 $ 39,146 $ (6,228)
Add back: Goodwill amortization, net of tax -- 970 65
---------- ---------- ---------
Adjusted net earnings (loss)................ $ 54,454 $ 40,116 $ (6,163)
========== ========== =========
F-10
The changes in the carrying amount of goodwill for the year ended December 31,
2002, are as follows:
Balance as of January 1, 2002......................... $ 104,749
Reallocation of purchase price...................... 18,330
Amortization expense................................ (593)
-----------
Balance as of December 31, 2002...................... $ 122,486
===========
The reallocation of the purchase price was primarily the result of
finalizing the appraisals related to the acquisition of Purina Mills, Inc.,
which generally resulted in an increase in goodwill and a decrease to property,
plant and equipment.
OTHER INTANGIBLE ASSETS A summary of other intangible assets at December 31 is
as follows:
2002 2001
-------- --------
Amortized other intangible assets
Trademarks, less accumulated amortization of $262 and $103, respectively .................... $ 621 $ 710
Patents, less accumulated amortization of $1,395 and $241, respectively ..................... 14,978 16,132
Agreements not to compete, less accumulated amortization of $626 and $389, respectively ..... 775 1,013
Other intangible assets, less accumulated amortization of $6,463 and $3,267, respectively ... 3,467 9,578
-------- --------
Total amortized other intangible assets ....................................................... 19,841 27,433
Total non-amortized other intangible assets-trademarks ........................................ 76,963 76,963
-------- --------
Total other intangible assets ................................................................. $ 96,804 $104,396
======== ========
Amortization expense for the years ended December 31, 2002 and 2001 was $4.3
million and $2.4 million, respectively. The estimated amortization expense
related to other intangible assets subject to amortization for the next five
years will approximate $3.0 million annually. The weighted-average life of the
intangible assets subject to amortization is approximately 16 years.
8. NOTES AND SHORT-TERM OBLIGATIONS
A summary of notes and short-term obligations at December 31 is as follows:
2002 2001
------ ------
Union Bank of California line of credit ....... $2,000 $5,000
Jackson Electric .............................. 400 --
------ ------
Total notes and short-term obligations ........ $2,400 $5,000
====== ======
The lines of credit are held by wholly owned and majority owned subsidiaries
of the Company. The Union Bank of California line of credit of $2 million is
unsecured and bears interest, at the Company's election, of either LIBOR plus
1.50% or Union Bank of California's Reference Rate minus 0.50%. This line
terminates on July 5, 2003 and is renewable annually. Jackson Electric is a ten
year note at 0% ending May 31, 2011.
Interest paid, net of amount capitalized, for the years ended December 31,
2002, 2001 and the three months ended December 31, 2000 was $0.1 million, $0.7
million and $0.6 million, respectively.
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following tables provide information of the carrying amount, notional
amount and fair value of financial instruments, including derivative financial
instruments. The carrying value of financial instruments classified as current
assets and current liabilities, such as cash and short-term investments,
receivables, accounts payable, notes and short-term obligations, approximate
fair value due to the short-term maturity of the instruments. The Company had a
long term note with Land O'Lakes, Inc. as of December 31, 2001 which was
non-interest bearing and related to the acquisition of Purina Mills, Inc. The
liability was transferred to Land O'Lakes, Inc. and the obligation for the note
payable was relinquished in 2002.
F-11
AT DECEMBER 31,
---------------------------------------
2002 2001
----------------- -----------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
------ ----- ------ -----
(IN THOUSANDS)
Liabilities:
Notes Payable - Land O'
Lakes - non-current.... $ -- $ -- $ 59,664 $59,664
The Company enters into futures and options contract derivatives to reduce
risk on the market value of inventory and fixed or partially fixed purchase and
sale contracts. The notional or contractual amount of derivatives provides an
indication of the extent of the Company's involvement in such instruments at
that time, but does not represent exposure to market risk or future cash
requirements under certain of these instruments.
AT DECEMBER 31,
---------------------------------------
2002 2001
------------------- ------------------
NOTIONAL FAIR NOTIONAL FAIR
AMOUNT VALUE AMOUNT VALUE
------ ----- ------ -----
(IN THOUSANDS)
Derivative financial instruments:
Commodity futures contracts:
Commitments to purchase....... $ 66,186 $(4,179) $ 40,855 $(3,664)
Commitments to sell........... (30,202) 864 (4,482) (71)
10. PENSION AND OTHER POSTRETIREMENT PLANS
The Company participates in Land O'Lakes, Inc.'s defined benefit pension
plan, which covers substantially all employees. Plan benefits are generally
based on years of service and employees' highest compensation during five
consecutive years of employment. Annual payments to the pension trust fund are
determined in compliance with the Employee Retirement Income Security Act
(ERISA). The actuarial present values of accumulated plan benefits and net
assets available for benefits relating to only the Company's employees are not
available.
The Company also participates in Land O'Lakes, Inc.'s plans that provide
certain health care benefits for retired employees. Employees become eligible
for these benefits upon meeting certain age and service requirements.
Actuarially determined financial information relating to only the Company's
employees is not available.
The measurement date for the pension and other postretirement plans is
November 30.
Costs relating to the plans are allocated to the Company by Land O'Lakes,
Inc. The Company's allocated expenses relating to these plans was $2.6 million,
$1.8 million and $0.4 million for the years ended December 31, 2002, 2001 and
the three months ended December 31, 2000, respectively.
The Company also has a discretionary capital accumulation plan (CAP) for
certain of its employees, which is an unfunded, defined benefit plan. The
projected benefit obligation and the accumulated benefit obligation of the
unfunded plan were $26.8 million and $24.9 million at December 31, 2002 and
2001, respectively. The accrued discretionary CAP liability was $26.8 million
and $24.9 million at December 31, 2002 and 2001, respectively. The expense for
this plan was $1.7 million for 2002 and $0.0 million for 2001 and 2000.
Certain Company employees are eligible for benefits under Land O'Lakes,
Inc.'s defined contribution plans. The expense for these plans was $0.2 million,
$0.2 million and $0.1 million for the years ended December 31, 2002, 2001, and
the three months ended December 31, 2000, respectively.
F-12
11. ACQUISITIONS, MERGERS AND DIVESTITURES
On October 11, 2001, an indirect subsidiary of Land O'Lakes acquired 100
percent of the outstanding stock of Purina Mills, Inc. (Purina Mills) and
contributed the stock to Land O'Lakes Farmland Feed LLC. In exchange for this
contribution, Land O'Lakes direct and indirect ownership of Land O'Lakes
Farmland Feed increased to 92.0%. The results of operations of Purina Mills are
included in the consolidated financial statements since that date. Purina Mills
is a commercial and lifestyle feed company. This acquisition allowed the Company
to diversify into lifestyle feed products (other than dog and cat food) under
the leading brands of Purina, Chow, and the "Checkerboard" Nine Square logo.
The aggregate purchase price was approximately $359 million, net of cash
acquired, of which $247 million represented cash payments for stock and
acquisition costs and $112 million represented debt retirement.
The following table summarizes the estimated fair value of the assets
acquired and liabilities assumed at the date of acquisition. At December 31,
2001 the Company was in the process of obtaining final third party valuations of
certain assets; thus, the allocation of the purchase price was subject to
refinement. During 2002, the allocation of the purchase price was completed. As
a result of final appraisals and resolutions of other contingencies outstanding
at the date of the acquisition, goodwill was increased by $18.2 million with the
most significant offset to property, plant and equipment.
AT OCTOBER 11, 2001
-------------------
Current assets.......................... $ 92,486
Investments............................. 10,430
Property, plant and equipment .......... 218,913
Goodwill................................ 86,872
Other intangibles....................... 98,940
Other assets............................ 32,892
---------
Total assets acquired ........ 540,533
---------
Current liabilities..................... 64,338
Other liabilities....................... 117,638
---------
Total liabilities assumed .... 181,976
---------
Net assets acquired .......... $ 358,557
=========
Goodwill of $86.9 million was recognized, none of which is expected to be
deductible for tax purposes. Of the $98.9 million of acquired identifiable
intangible assets, $77.0 million is not subject to amortization, and relates
primarily to trade names and trademarks. The remaining intangible assets of
$21.9 million, have a weighted average useful life of approximately 12 years and
consist of patents in the amount of $16.4 million (14 year weighted average
useful life) and contracts of $5.5 million (3 year weighted average useful
life). The following table summarizes the unaudited pro forma results of
operations for the year ended December 31, 2001 and three months ended December
31, 2000 for the Company as if the Purina Mills acquisition had occurred on
January 1, 2001 and October 1, 2000, respectively. The unaudited pro forma
results of operations are for informational purposes only and do not purport to
represent what the Company's results of operations would actually have been if
the acquisition had actually occurred on those dates.
2001 2000
---------- ---------
Net sales.............. $2,502,720 $ 627,483
Net earnings........... 60,772 6,055
12. RESTRUCTURING AND IMPAIRMENT CHARGES
In 2002, the Company recorded restructuring and impairment charges of $11.3
million, of which $2.6 million was primarily related to the write-down of
impaired plant assets held for sale to their estimated fair value, and $8.7
million was related to employee severance and outplacement costs for 375
employees at various locations. The balance remaining to be paid at December 31,
2002 for employee and severance outplacement costs was $6.4 million.
In 2001, the Company recorded restructuring and impairment reversals of $5.7
million. This reversal of a portion of the prior-year restructuring charge was
primarily due to a change in business strategy following the Purina Mills
acquisition, which resulted in the decision to continue to operate plants that
were held for sale at December 31, 2000.
F-13
In the three months ended December 31, 2000, the Company recorded a
restructuring and impairment charge of $9.7 million. This charge of $9.7 million
resulted from initiatives to consolidate facilities and reduce personnel
following the formation of the LLC. Of this amount, $7.2 million related to the
closing and planned sale of 12 plants and consisted of $5.5 million to write
down the book value of the plants and $1.7 million for demolition and
environmental clean-up. The remaining $2.5 million represented severance and
outplacement costs for 119 non-plant employees.
The following table summarizes the restructuring charge activity and the
resulting reserve for the above-mentioned periods:
Balance at December 31, 2000........... $ 9,749
2001 Activity:
Restructuring expenses paid against accrual (3,052)
Restructuring reversals.............. (5,728)
Other................................ (743)
--------
Balance at December 31, 2001........... $ 226
========
2002 Activity:
Restructuring expenses paid against accrual (2,441)
Restructuring accruals............... 8,678
Other................................ (67)
--------
Balance at December 31, 2002........... $ 6,396
========
13. GAIN ON LEGAL SETTLEMENTS
During 2002, the Company recognized a gain on legal settlements of $7.6
million. The gain resulted from net cash proceeds of $1.6 million and a legal
settlement receivable of $6.0 million for which cash was received on January 17,
2003. The amounts were received from vitamin product suppliers against whom the
Company alleged certain price-fixing claims.
14. GAIN ON SALE OF INTANGIBLE
In 2002, the Company recorded a $4.2 million gain on the sale of a customer
list pertaining to the feed phosphate distribution business.
15. COMMITMENTS AND CONTINGENCIES
Total rental expense was $12.4 million, $4.8 million and $0.4 million for
the years ended December 31, 2002, 2001 and the three months ended December 31,
2000, respectively. The minimum annual lease payments for the next five years
and thereafter are as follows:
YEAR AMOUNT
------------------ -------
2003.............. $ 7.1
2004.............. 4.6
2005.............. 1.6
2006.............. 0.5
2007.............. 0.3
2008 and thereafter 0.1
Most of the leases require payment of operating expenses applicable to the
leased assets. Management expects that in the normal course of business most
leases that expire will be renewed or replaced by other leases.
GUARANTEE OF PARENT DEBT
In November 2001, Land O'Lakes, Inc., which owns 92% of the Company, issued
$350 million of senior notes, due 2011. These notes are guaranteed by certain
domestic wholly-owned subsidiaries of Land O'Lakes, Inc., the Company, and by
each domestic wholly-owned subsidiary of the Company, including Purina Mills,
LLC.
F-14
This guarantee is a general unsecured obligation, ranks equally in right of
payment with all existing and future senior indebtedness of Land O'Lakes, is
senior in right of payment to all existing and future subordinated obligations
of Land O'Lakes, and is effectively subordinated to any secured indebtedness of
Land O'Lakes and its subsidiaries, including Land O'Lakes Farmland Feed, to the
extent of the value of the assets securing such indebtedness. The maximum
potential amount of future payments that the Company would be required to make
is $350 million as of December 31, 2002. Currently, the Company does not record
a liability regarding the guarantee. The Company has no recourse provision that
would enable it to recover amounts paid under the guarantee from Land O'Lakes,
Inc. or any other parties.
The notes are not guaranteed by certain majority-owned subsidiaries of the
Company (the "Non-Guarantors"). Summarized financial information of the
Non-Guarantors, which is consolidated in the financial statements of the
Company, as of and for the periods ended December 31, are as follows:
2002 2001
------- --------
Total assets..... $23,433 $ 26,509
Net sales........ 53,669 73,449
Net earnings..... 626 677
In November 2001, Land O'Lakes, Inc. entered into new term facilities
consisting of a $325 million five-year Term Loan A facility and a $250 million
seven-year Term Loan B facility. These facilities are unconditionally guaranteed
by certain domestic wholly owned subsidiaries of Land O'Lakes, Inc., the
Company, and by each domestic wholly-owned subsidiary of the Company, including
Purina Mills, LLC. The maximum potential payment related to this guarantee is
$520 million as of December 31, 2002. The Company does not currently record a
liability related to the guarantee of the Term Loans, and the Company has no
recourse provisions that would enable it to recover from Land O'Lakes, Inc. or
any other parties.
GUARANTEES OF PRODUCER LOANS
The Company guarantees certain loans to large producers financed by Land
O'Lakes Finance Company. The loans totaled $15.2 million and $19.8 million at
December 31, 2002 and 2001, respectively. Reserves for these guarantees of $0.7
million and $1.0 million at December 31, 2002 and 2001, respectively, are
included in the allowance for doubtful accounts. The maximum guaranteed by the
company is $7.0 million with the remaining balance guaranteed by Land O'Lakes,
Inc. The $0.3 million reduction in the reserve from December 31, 2001 to
December 31, 2002 has been included in selling, general and administration
expense. Write-offs related to producer loans were $0.1 million for the year
ended December 31, 2002 and no write offs were recorded in 2001. The Company
does not currently record a liability related to the guarantee of the producer
loans. The Company would have recourse against the producer to partially off-set
the liability.
The company also guarantees certain loans to producers and dealers financed
by third party lenders. The loans totaled $2.4 million and $5.1 million at
December 31, 2002 and 2001, respectively. Reserves for these guarantees of $.5
million and $1.5 million at December 31, 2002 and 2001, respectively, are
included in the balance sheet. There were insignificant write-offs related to
these loans in 2002 and 2001. The maximum potential payment related to these
guarantees is $1.0 million. The company does not currently record a liability
related to the guarantees of these producer and dealer loans financed by third
party lenders. The company has no recourse against the producer or dealer to
partially off-set the potential liability.
GENERAL
The Company is currently and from time to time involved in litigation and
environmental claims incidental to the conduct of business. The damages claimed
in some of these cases are substantial. Although the amount of liability that
may result from these matters cannot be ascertained, the Company does not
currently believe that, in the aggregate, they will result in liabilities
material to the Company's consolidated financial condition, future results of
operations or cash flows.
F-15
16. RELATED PARTY TRANSACTIONS
In accordance with the Management Services Agreement between Land O'Lakes,
Inc. and the Company, costs are charged to the Company by Land O'Lakes, Inc. for
corporate services such as legal, insurance administration, tax administration,
human resources, payroll and benefit administration, leasing, public relations,
credit and collections, accounting, and IT support. These costs totaled $7.0
million, $6.6 million and $0.9 million for the years ended December 31, 2002,
December 31, 2001 and the three months ended December 31, 2000, respectively. In
addition, payroll and benefit-related costs are paid directly by Land O'Lakes,
Inc. and reimbursed by the Company. These costs totaled $100.9 million, $102.8
million and $14.9 million for the years ended December 31, 2002, 2001 and the
three months ended December 31, 2000, respectively.
As part of the acquisition of Purina Mills, Inc. on October 11, 2001, Land
O'Lakes, Inc. assumed certain liabilities, including a $59.7 million deferred
tax liability and the Company established a noncurrent note payable for this
liability at December 31, 2001. In 2002, the liability was transferred to Land
O'Lakes, Inc. and the obligation for the note payable was relinquished.
The Company has a borrowing arrangement with Land O'Lakes, Inc. which bears
interest at rates based on current market conditions. The facility terminates on
October 31, 2003, and is renewable annually. The Company had a note receivable
from Land O'Lakes, Inc. of $29.5 million at December 31, 2002 and a note payable
of $29.2 million at December 31 2001.
Pursuant to a Feed Supply Agreement dated September 29, 2000 between Land
O'Lakes Farmland Feed and Farmland Industries, Farmland Industries agrees to
purchase all of its branded feed, specialty feeds, catfish, swine and cattle
feed, and ingredients, excluding grain, from Land O'Lakes Farmland Feed. Such
sales are to be made at prices competitive with those available from other
suppliers. Sales to Farmland Industries under the agreement totaled $1.5
million, $6.8 million and $1.9 million for the years ended December 31, 2002,
December 31, 2001 and the three months ended December 31, 2000, respectively.
This Feed Supply Agreement extends for the duration of Land O'Lakes Farmland
Feed, or, for five years following the exercise by Land O'Lakes of its option to
purchase Farmland Industries' interest in Land O'Lakes Farmland Feed. Due to a
disputed provision in the agreement, Farmland Industries has not purchased as
much feed as originally anticipated.
Sales with unconsolidated subsidiaries of the Company totaled $63.7 million,
$45.0 million and $9.5 million for the years ended December 31, 2002, 2001 and
the three months ended December 31, 2000, respectively.
17. ALLOWANCE FOR DOUBTFUL ACCOUNTS
The activity in the allowance for doubtful accounts is as follows:
ADDITIONS
---------
BALANCE AT NET CHARGES
BEGINNING TO COSTS (OTHER ADDITIONS)/ BALANCE AT
DESCRIPTION OF YEAR AND EXPENSES DEDUCTIONS END OF YEAR
----------------------------------- ------- ------------ ---------- -----------
Year ended December 31, 2002........... $ 9,085 $ 1,178 $ (336) $10,599
Year ended December 31, 2001........... 4,211 675 (4,199) 9,085
Three months ended December 31, 2000 .. 5,809 (1,598) -- 4,211
F-16
18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
FIRST SECOND THIRD FOURTH FULL
2002 QUARTER QUARTER QUARTER QUARTER YEAR
--------------------------- ------- ------- ------- ------- ----
Net sales................... $603,423 $576,580 $ 594,448 $655,934 $ 2,430,385
Gross profit................ 72,828 70,336 72,033 71,174 286,371
Net earnings................ 14,621 8,542 11,832 19,459 54,454
(1) (1) (1)
FIRST SECOND THIRD FOURTH FULL
2001 QUARTER QUARTER QUARTER QUARTER YEAR
--------------------------- ------- ------- ------- ------- ----
Net sales................... $403,535 $ 392,958 $ 406,779 $634,105 $1,837,377
Gross profit................ 31,368 35,356 32,232 66,036 164,992
Net earnings................ 4,010 9,198 8,239 17,699 39,146
(1) The first three quarters in 2001 exclude Purina Mills, LLC, which was
acquired on October 11, 2001.
19. CONSOLIDATING FINANCIAL INFORMATION
Land O'Lakes, Inc. issued $350 million in senior notes which are guaranteed
by Land O'Lakes, Inc. and certain of its wholly and majority-owned subsidiaries,
including the Company (the "Guarantor Subsidiaries"). Such guarantees are full,
unconditional and joint and several.
The following supplemental financial information sets forth, on an
unconsolidated basis, balance sheet, statement of operations and cash flow
information for the Company, Guarantor Subsidiaries and the Company's other
subsidiaries (the "Non-Guarantor Subsidiaries"). The supplemental financial
information reflects the investments of the Company in the Guarantor and
Non-Guarantor Subsidiaries using the equity method of accounting.
F-17
LAND O'LAKES FARMLAND FEED LLC
SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
LAND
O'LAKES WHOLLY OWNED
FARMLAND WHOLLY OWNED WHOLLY OWNED SUBSIDIARIES OF NON-
FEED LLC SUBSIDIARIES OF PURINA MILLS, PURINA MILLS, GUARANTOR
PARENT LOLFF LLC LLC PARENT LLC SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ --------- ---------- --- ------------ ------------ ------------
($ IN THOUSANDS)
ASSETS
Current assets:
Cash and short-term
investments ............ $ (15,393) $ 7,278 $ 6,584 $ 70 $ 1,817 $ -- $ 356
Receivables, net ......... 173,302 20,156 22,623 1,367 6,428 (96,494) 127,382
Receivable from
legal settlement ....... -- -- 6,000 -- -- -- 6,000
Inventories .............. 45,116 15,757 45,686 1,934 4,585 -- 113,078
Prepaid expenses
and other
current assets ......... 3,224 322 4,079 -- 210 -- 7,835
Note receivable - Land
O'Lakes, Inc ........... 29,493 -- 57,759 -- -- (57,759) 29,493
--------- --------- --------- --------- --------- --------- ---------
Total current
assets ......... 235,742 43,513 142,731 3,371 13,040 (154,253) 284,144
Investments ................ 405,619 258 -- 5,491 2,196 (390,591) 22,973
Property, plant
and equipment, net ...... 82,581 7,530 155,177 1,114 5,337 -- 251,739
Goodwill, net .............. 12,815 3,656 105,202 -- 813 -- 122,486
Other intangibles .......... 24 2,639 94,044 -- 97 -- 96,804
Other assets ............... 7,965 -- 21,547 -- 1,950 (2,700) 28,762
--------- --------- --------- --------- --------- --------- ---------
Total assets ..... $ 744,746 $ 57,596 $ 518,701 $ 9,976 $ 23,433 $(547,544) $ 806,908
========= ========= ========= ========= ========= ========= =========
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-
term obligations ....... $ 2,400 $ -- $ -- $ -- $ 2,341 $ (2,341) $ 2,400
Accounts payable ......... 189,913 22,803 48,006 5,302 3,656 (148,461) 121,219
Accrued expenses ......... 17,411 2,955 24,299 696 2,773 -- 48,134
--------- --------- --------- --------- --------- --------- ---------
Total current
liabilities .... 209,724 25,758 72,305 5,998 8,770 (150,802) 171,753
Notes payable--
Land O'Lakes,
Inc.-- noncurrent ...... -- 2,700 -- -- -- (2,700) --
Employee benefits
and other liabilities .. -- -- 29,493 -- 3,405 (3,451) 29,447
Minority interests ......... -- -- 29 -- 2,931 -- 2,960
Equities:
Contributed capital ...... 514,987 16,272 358,406 8,882 7,420 (390,591) 515,376
Retained earnings
(accumulated deficit) .. 20,035 12,866 58,468 (4,904) 907 -- 87,372
--------- --------- --------- --------- --------- --------- ---------
Total equities ... 535,022 29,138 416,874 3,978 8,327 (390,591) 602,748
--------- --------- --------- --------- --------- --------- ---------
Commitments
and contingencies
Total liabilities
and equities ........... $ 744,746 $ 57,596 $ 518,701 $ 9,976 $ 23,433 $(547,544) $ 806,908
========= ========= ========= ========= ========= ========= =========
F-18
LAND O'LAKES FARMLAND FEED LLC
SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATION
FOR THE YEAR ENDED DECEMBER 31, 2002
LAND
O'LAKES WHOLLY OWNED
FARMLAND WHOLLY OWNED WHOLLY OWNED SUBSIDIARIES OF NON-
FEED LLC SUBSIDIARIES OF PURINA MILLS, PURINA MILLS, GUARANTOR
PARENT LOLFF LLC LLC PARENT LLC SUBSIDIARIES CONSOLIDATED
----------- ----------- ----------- ----------- ------------ ------------
($ IN THOUSANDS)
Net sales ..................... $ 1,312,638 $ 174,406 $ 860,845 $ 28,827 $ 53,669 $ 2,430,385
Cost of sales ................. 1,197,551 157,918 719,950 21,395 47,200 2,144,014
----------- ----------- ----------- ----------- ----------- -----------
Gross profit .................. 115,087 16,488 140,895 7,432 6,469 286,371
Selling, general and
administration ............. 111,398 10,976 98,160 10,452 5,018 236,004
Restructuring
and impairment charges ..... 11,266 -- -- -- -- 11,266
----------- ----------- ----------- ----------- ----------- -----------
(Loss) earnings from
operations ................. (7,577) 5,512 42,735 (3,020) 1,451 39,101
Interest (income)
expense, net ............... (3,905) 388 (1,182) (15) 156 (4,558)
Gain on legal settlements ..... -- -- (7,642) -- -- (7,642)
Gain on sale of intangible .... (4,184) -- -- -- -- (4,184)
Equity in (earnings) loss
of affiliated companies ..... (2,233) -- (94) 1,306 -- (1,021)
Minority interest in (loss)
earnings of subsidiaries .... (34) 231 34 -- 669 900
----------- ----------- ----------- ----------- ----------- -----------
Earnings (loss) before income
taxes........................ 2,779 4,893 51,619 (4,311) 626 55,606
Income tax expense ............ -- 1,152 -- -- -- 1,152
----------- ----------- ----------- ----------- ----------- -----------
Net earnings (loss) ........... $ 2,779 $ 3,741 $ 51,619 $ (4,311) $ 626 $ 54,454
=========== =========== =========== =========== =========== ===========
F-19
LAND O'LAKES FARMLAND FEED LLC
SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2002
LAND WHOLLY WHOLLY
O'LAKES WHOLLY OWNED OWNED OWNED
FARMLAND SUBSIDIARIES PURINA SUBSIDIARIES
FEED LLC OF MILLS, LLC OF PURINA NON-GUARANTOR
PARENT LOLFF LLC PARENT MILLS, LLC SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ --------- ------ ---------- ------------ ------------ ------------
($ IN THOUSANDS)
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net earnings (loss) ............... $ 2,779 $ 3,741 $ 51,619 $ (4,311) $ 626 $ -- $ 54,454
Adjustments to reconcile
net earnings (loss)
to net cash provided
(used) by operating
activities:
Depreciation and amortization ... 15,085 909 27,808 77 519 -- 44,398
Bad debt expense ................ 2,775 -- 425 -- -- -- 3,200
Receivable from
legal settlement .............. -- -- (6,000) -- -- -- (6,000)
(Increase) decrease
in other assets ............... (4,200) 17 (6,761) -- (278) 7,143 (4,079)
Increase (decrease) in
other liabilities ............. 67,858 (3,569) (4,662) -- 177 (69,004) (9,200)
Restructuring and
impairment charges ............ 11,266 -- -- -- -- -- 11,266
Equity in (earnings)
losses of affiliated
companies ..................... (2,233) -- (94) 1,306 -- -- (1,021)
Minority interest ............... (34) 231 34 -- 669 -- 900
Gain on sale of intangible ...... (4,184) -- -- -- -- -- (4,184)
Other ........................... 1,647 (609) 865 -- (609) -- 1,294
Changes in current assets
and liabilities, net of
acquisitions
and divestitures:
Receivables ..................... 68,356 (6,009) 1,619 (3,937) (1,818) (71,538) (13,327)
Inventories ..................... 1,102 (223) (2,592) 658 1,427 -- 372
Other current assets ............ 1,529 565 (7,622) 4,875 69 -- (584)
Accounts payable ................ (127,544) 4,277 (712) 429 (3,331) 131,058 4,177
Accrued expenses ................ (2,032) 1,538 (13,630) 802 1,242 -- (12,080)
--------- -------- --------- --------- -------- -------- ---------
Net cash provided (used)
by operating activities ......... 32,170 868 40,297 (101) (1,307) (2,341) 69,586
CASH FLOWS FROM
INVESTING ACTIVITIES:
Additions to property,
plant and equipment ............. (18,129) (486) (7,337) (43) (59) -- (26,054)
Proceeds from sale of investments 3,700 -- -- -- -- -- 3,700
Proceeds from sale of
property, plant and equipment ... 6,600 -- -- -- -- -- 6,600
Dividends from investments
in affiliated companies ......... 3,118 -- 608 -- -- -- 3,726
Other ............................. 750 -- -- -- -- -- 750
--------- -------- --------- --------- -------- -------- ---------
Net cash used by
investing activities ............ (3,961) (486) (6,729) (43) (59) -- (11,278)
CASH FLOWS FROM
FINANCING ACTIVITIES:
(Decrease) increase in
short-term debt ................. (12,391) 5,478 -- -- 1,972 2,341 (2,600)
Proceeds from note payable
to Land O'Lakes, Inc ............ 476,083 -- 15,445 -- -- (41,531) 449,997
Payments on note payable
to Land O'Lakes, Inc ........... (485,883) (4,110) (56,976) -- (3,262) 41,531 (508,700)
Capital contributions by members .. 332 -- -- -- -- -- 332
Other ............................. (1,969) 1,151 391 -- 427 -- --
--------- -------- --------- --------- -------- -------- ---------
Net cash (used) provided
by financing activities ......... (23,828) 2,519 (41,140) -- (863) 2,341 (60,971)
--------- -------- --------- --------- -------- -------- ---------
Net increase (decrease) in cash ... 4,381 2,901 (7,572) (144) (2,229) -- (2,663)
Cash and short-term investments
at beginning of year ............ (19,774) 4,377 14,156 214 4,046 -- 3,019
--------- -------- --------- --------- -------- -------- ---------
Cash and short-term investments
at end of year .................. $ (15,393) $ 7,278 $ 6,584 $ 70 $ 1,817 $ -- $ 356
========= ======== ========= ========= ======== ======== =========
F-20
LAND O'LAKES FARMLAND FEED LLC
SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
LAND
O'LAKES WHOLLY OWNED
FARMLAND WHOLLY OWNED WHOLLY OWNED SUBSIDIARIES OF
FEED LLC SUBSIDIARIES OF PURINA MILLS, PURINA MILLS, NON-GUARANTOR
PARENT LOLFF LLC LLC PARENT LLC SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ --------- ---------- --- ------------- ------------ ------------
($ IN THOUSANDS)
ASSETS
Current assets:
Cash and short-term
investments ................. $ (19,774) $ 4,377 $ 14,156 $ 214 $ 4,046 $ -- $ 3,019
Receivables, net .............. 103,219 14,147 9,680 12,417 4,556 (24,956) 119,063
Inventories ................... 46,219 15,534 43,393 2,402 6,011 -- 113,559
Prepaid expenses and
other current assets ........ 2,883 887 2,423 -- 279 -- 6,472
--------- --------- --------- --------- --------- --------- ---------
Total current assets .. 132,547 34,945 69,652 15,033 14,892 (24,956) 242,113
Investments ..................... 411,654 258 28 11,077 1,303 (392,824) 31,496
Property, plant and equipment,
net ........................... 90,710 7,887 219,420 1,147 7,792 -- 326,956
Goodwill, net ................... 13,262 3,656 86,872 -- 959 -- 104,749
Intangible assets, net .......... 4,896 -- 99,169 -- 331 -- 104,396
Other assets .................... 65,082 3,246 19,684 -- 1,232 (65,369) 23,875
--------- --------- --------- --------- --------- --------- ---------
Total assets .......... $ 718,151 $ 49,992 $ 494,825 $ 27,257 $ 26,509 $(483,149) $ 833,585
========= ========= ========= ========= ========= ========= =========
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-
term obligations ............ $ 4,509 $ 23 $ -- $ -- $ 468 $ -- $ 5,000
Notes payable--
Land O'Lakes,
Inc.-- current .............. 29,210 -- -- -- -- -- 29,210
Accounts payable .............. 78,418 12,211 24,137 14,009 5,670 (17,403) 117,042
Accrued expenses .............. 13,170 1,418 19,120 (108) 1,532 -- 35,132
--------- --------- --------- --------- --------- --------- ---------
Total current
liabilities ........ 125,307 13,652 43,257 13,901 7,670 (17,403) 186,384
Notes payable--
Land O'Lakes,
Inc.-- noncurrent ........... 59,664 6,512 58,763 -- 5,290 (70,565) 59,664
Employee benefits
and other liabilities ....... 755 2,644 32,980 -- 277 -- 36,656
Minority interests .............. (840) 910 28 -- 2,821 -- 2,919
Equities:
Contributed capital ........... 515,046 18,300 350,598 16,299 9,982 (395,181) 515,044
Retained earnings
(accumulated deficit) ....... 18,219 7,974 9,199 (2,943) 469 -- 32,918
--------- --------- --------- --------- --------- --------- ---------
Total equities ........ 533,265 26,274 359,797 13,356 10,451 (395,181) 547,962
--------- --------- --------- --------- --------- --------- ---------
Commitments and contingencies
Total liabilities and equities .. $ 718,151 $ 49,992 $ 494,825 $ 27,257 $ 26,509 $(483,149) $ 833,585
========= ========= ========= ========= ========= ========= =========
F-21
LAND O'LAKES FARMLAND FEED LLC
SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATION
FOR THE YEAR ENDED DECEMBER 31, 2001
LAND
O'LAKES WHOLLY OWNED
FARMLAND WHOLLY OWNED WHOLLY OWNED SUBSIDIARIES OF NON-
FEED LLC SUBSIDIARIES OF PURINA MILLS, PURINA MILLS, GUARANTOR
PARENT LOLFF LLC LLC PARENT LLC SUBSIDIARIES CONSOLIDATED
------ --------- ---------- --- ------------ ------------
($ IN THOUSANDS)
Net sales ........................ $ 1,392,936 $ 168,128 $ 195,773 $ 7,091 $ 73,449 $ 1,837,377
Cost of sales .................... 1,279,960 151,710 165,438 5,711 69,566 1,672,385
----------- ----------- ----------- ----------- ----------- -----------
Gross profit ..................... 112,976 16,418 30,335 1,380 3,883 164,992
Selling, general and
administration ................... 90,492 8,907 23,491 2,080 2,215 127,185
Restructuring and impairment
reversals ....................... (5,728) -- -- -- -- (5,728)
----------- ----------- ----------- ----------- ----------- -----------
Earnings (loss) from operations .. 28,212 7,511 6,844 (700) 1,668 43,535
Interest expense (income), net ... 5,039 706 (128) (1) 472 6,088
Equity in (earnings) loss of
affiliated companies ............ (2,612) -- (93) 128 -- (2,577)
Minority interest in earnings
(loss) of subsidiaries .......... 3 374 (18) -- 519 878
----------- ----------- ----------- ----------- ----------- -----------
Net earnings (loss) .............. $ 25,782 $ 6,431 $ 7,083 $ (827) $ 677 $ 39,146
=========== =========== =========== =========== =========== ===========
F-22
LAND O'LAKES FARMLAND FEED LLC
SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2001
LAND WHOLLY WHOLLY
O'LAKES WHOLLY OWNED OWNED OWNED
FARMLAND SUBSIDIARIES PURINA SUBSIDIARIES
FEED LLC OF MILLS, LLC OF PURINA NON-GUARANTOR
PARENT LOLFF LLC PARENT MILLS, LLC SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ --------- ------ ---------- ------------ ------------ ------------
($ IN THOUSANDS)
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net earnings (loss) ............... $ 25,782 $ 6,431 $ 7,083 $ (827) $ 677 $ -- $ 39,146
Adjustments to
reconcile net earnings
(loss) to net cash (used)
provided by operating activities:
Depreciation and amortization ... 20,364 732 7,559 -- 976 -- 29,631
Bad debt recovery ............... (783) -- -- -- -- -- (783)
(Increase) decrease in
other assets .................. (69,257) 1,065 7,752 (8,451) 289 63,843 (4,759)
(Decrease) increase in
other liabilities ............. (6,705) 31 (2,427) 2,366 718 -- (6,017)
Restructuring and
impairment reversal ........... (5,728) -- -- -- -- -- (5,728)
Equity in (earnings) losses
of affiliated companies ...... (2,612) -- (93) 128 -- -- (2,577)
Minority interest ............... 3 374 (18) -- 519 -- 878
Changes in current assets
and liabilities,
net of acquisitions
and divestitures:
Receivables ..................... 13,680 4,366 20,140 12,333) (724) 12,860 37,989
Inventories ..................... 11,931 (1,555) 3,083 (2,402) (621) -- 10,436
Other current assets ............ 6,396 (146) 107 -- (85) -- 6,272
Accounts payable ................ (6,258) (1,435) (9,357) 23,002 (233) (17,038) (11,319)
Accrued expenses ................ (12,653) (515) (4,677) (122) 103 -- (17,864)
--------- ------- --------- ------- -------- --------- ---------
Net cash (used)
provided by operating
activities ...................... (25,840) 9,348 29,152 1,361 1,619 59,665 75,305
CASH FLOWS FROM
INVESTING ACTIVITIES:
Additions to property,
plant and equipment ............ (9,467) (1,490) (8,178) (1,264) (1,532) -- (21,931)
Proceeds from sale of property,
plant and equipment .............. 5,082 44 (127) 117 95 -- 5,211
--------- ------- --------- ------- -------- --------- ---------
Net cash used by
investing activities ............. (4,385) (1,446) (8,305) (1,147) (1,437) -- (16,720)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Increase (decrease) in
short-term debt ................. 362,276 (4,636) (8) -- 263 (356,866) 1,029
Proceeds from note payable to
Land O'Lakes, Inc. .............. 58,763 -- -- -- 2,066 297,201 358,030
Payments on note payable to
Land O'Lakes, Inc. .............. (404,594) (2,488) (15,023) -- (860) -- (422,965)
Capital contributed by members .... -- -- 8,340 -- -- -- 8,340
--------- ------- --------- ------- -------- --------- ---------
Net cash provided (used)
by financing activities ......... 16,445 (7,124) (6,691) -- 1,469 (59,665) (55,566)
--------- ------- --------- ------- -------- --------- ---------
Net (decrease) increase in cash
and short-term investments ...... (13,780) 778 14,156 214 1,651 -- 3,019
Cash and short-term investments
at beginning of year ............ (5,994) 3,599 -- -- 2,395 -- --
--------- ------- --------- ------- -------- --------- ---------
Cash and short-term
investments at end of year ...... $ (19,774) $ 4,377 $ 14,156 $ 214 $ 4,046 $ -- $ 3,019
========= ======= ========= ======= ======== ========= =========
F-23
LAND O'LAKES FARMLAND FEED LLC
SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATION
FOR THE THREE MONTHS ENDED DECEMBER 31, 2000
LAND
O'LAKES
FARMLAND WHOLLY OWNED NON-
FEED LLC SUBSIDIARIES OF GUARANTOR
PARENT LOLFF LLC SUBSIDIARIES CONSOLIDATED
------ --------- ------------ ------------
($ IN THOUSANDS)
Net sales ............................. $ 347,714 $ 29,041 $ 13,153 $ 389,908
Cost of sales ......................... 315,473 26,140 12,630 354,243
--------- --------- --------- ---------
Gross profit .......................... 32,241 2,901 523 35,665
Selling, general and administration ... 28,254 1,482 759 30,495
Restructuring and impairment charges .. 9,700 -- -- 9,700
--------- --------- --------- ---------
(Loss) earnings from operations ....... (5,713) 1,419 (236) (4,530)
Interest expense, net ................. 1,808 114 130 2,052
Equity in earnings of
affiliated companies .................. (305) (3) -- (308)
Minority interest in (loss)
earnings of subsidiaries .............. (17) 106 (135) (46)
--------- --------- --------- ---------
Net (loss) earnings ................... $ (7,199) $ 1,202 $ (231) $ (6,228)
========= ========= ========= =========
F-24
LAND O'LAKES FARMLAND FEED LLC
SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2000
LAND
O'LAKES WHOLLY OWNED
FARMLAND SUBSIDIARIES
FEED LLC OF NON-GUARANTOR
PARENT LOLFF LLC SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------ --------- ------------ ------------ ------------
($ IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) earnings ......................................... $ (7,199) $ 1,202 $ (231) $ -- $ (6,228)
Adjustments to reconcile net (loss)
earnings to net cash (used)
provided by operating activities:
Depreciation and amortization ............................. 3,062 61 474 -- 3,597
Bad debt expense .......................................... 1,260 -- -- -- 1,260
(Increase) decrease in other assets ....................... (19,141) 6,047 (1,346) 669 (13,771)
Increase (decrease) in other liabilities .................. 25,630 (12,552) (1,506) -- 11,572
Restructuring and impairment charges ...................... 9,700 -- -- -- 9,700
Equity in earnings of affiliated companies ................ (305) (3) -- -- (308)
Minority interest ......................................... (17) 106 (135) -- (46)
Changes in current assets and liabilities,
net of acquisitions and divestitures:
Receivables ............................................... (115,772) 1,992 761 (7,118) (120,137)
Inventories ............................................... (66,889) (2,098) (971) -- (69,958)
Other current assets ...................................... (10,014) (268) 69 -- (10,213)
Accounts payable .......................................... 92,363 (2,651) 3,599 (425) 92,886
Accrued expenses .......................................... 22,627 196 245 -- 23,068
--------- --------- --------- --------- ---------
Net cash (used) provided by operating activities ............ (64,695) (7,968) 959 (6,874) (78,578)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment .................. (18,406) (59) (2,887) -- (21,352)
Proceeds from sale of property, plant and equipment ......... 1,743 -- 73 -- 1,816
--------- --------- --------- --------- ---------
Net cash used by investing activities ....................... (16,663) (59) (2,814) -- (19,536)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) increase in short-term debt ...................... (13,793) 6,917 3,973 6,874 3,971
Proceeds from note payable to Land O'Lakes, Inc ............. 185,243 -- -- -- 185,243
Payments on note payable to Land O'Lakes, Inc ............... (91,100) -- -- -- (91,100)
--------- --------- --------- --------- ---------
Net cash provided by financing activities ................... 80,350 6,917 3,973 6,874 98,114
--------- --------- --------- --------- ---------
Net (decrease) increase in cash and short-term investments .. (1,008) (1,110) 2,118 -- --
Cash and short-term investments at beginning of year .......... (3,804) 4,709 (905) -- --
--------- --------- --------- --------- ---------
Cash and short-term investments at end of year ................ $ (4,812) $ 3,599 $ 1,213 $ -- $ --
========= ========= ========= ========= =========
F-25
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Land O'Lakes, Inc:
We have audited the accompanying consolidated balance sheet of Land O'Lakes
Feed Division (the Company) as of September 30, 2000 and the related
consolidated statements of operations and cash flows for the nine months ended
September 30, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Land O'Lakes
Feed Division as of September 30, 2000 and the results of their operations and
their cash flows for the nine months ended September 30, 2000 in conformity with
accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
Minneapolis, Minnesota
January 28, 2002
F-26
LAND O'LAKES FEED DIVISION
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30,
2000
----------------
($ IN THOUSANDS)
ASSETS
Current assets:
Cash and short-term investments................... $ 5,989
Receivables, net.................................. 74,650
Inventories....................................... 49,283
Prepaid expenses and other current assets......... 3,458
--------
Total current assets...................... 133,380
Investments......................................... 18,577
Property, plant and equipment, net.................. 70,692
Goodwill, net....................................... 11,068
Other assets........................................ 14,765
--------
Total assets.............................. $248,482
========
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term obligations.................. $ 6,394
Accounts payable.................................. 52,649
Accrued expenses.................................. 13,014
Other current liabilities......................... 4,598
--------
Total current liabilities................. 76,655
Other liabilities................................... 1,754
Minority interests.................................. 2,934
Investment and advances by Land O'Lakes, Inc........ 167,139
--------
Total liabilities and investments and advances by
Land O'Lakes, Inc................................. $248,482
========
See accompanying notes to consolidated financial statements.
F-27
LAND O'LAKES FEED DIVISION
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30,
2000
----------------
($ IN THOUSANDS)
Net sales ....................................... $ 702,171
Cost of sales ................................... 627,414
Selling and administration ...................... 53,059
---------
Earnings from operations ........................ 21,698
Interest expense, net ........................... 444
Equity in earnings of affiliated companies ...... (1,410)
Minority interest in earnings of subsidiaries.... 445
---------
Earnings before income taxes .................... 22,219
Income tax expense .............................. 2,837
---------
Net earnings .................................... $ 19,382
=========
See accompanying notes to consolidated financial statements.
F-28
LAND O'LAKES FEED DIVISION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE
MONTHS
ENDED
SEPTEMBER 30,
2000
----------------
($ IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings ............................................... $ 19,382
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization ........................... 9,177
Bad debt recovery ....................................... (14)
Increase in other assets ................................ 1,103
Decrease in other liabilities ........................... (7,670)
Equity in earnings of affiliated companies .............. (1,410)
Minority interest ....................................... 445
Changes in current assets and liabilities, net of
acquisitions and divestitures:
Receivables ............................................. (14,481)
Inventories ............................................. 560
Other current assets .................................... 885
Accounts payable ........................................ (2,720)
Accrued expenses ........................................ (1,530)
Other current liabilities ............................... 4,598
--------
Net cash provided by operating activities .................. 8,325
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment ................. (13,104)
Acquisition of investments, net of cash acquired ........... (2,522)
Proceeds from sale of property, plant and equipment ........ 255
--------
Net cash used by investing activities ...................... (15,371)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term debt ................................ 5,100
Net investments and advances by Land O'Lakes, Inc. ......... (8,393)
--------
Net cash used by financing activities ...................... (3,293)
Net decrease in cash and short-term investments ............ (10,339)
Cash and short-term investments at beginning of period ....... 16,328
--------
Cash and short-term investments at end of period ............. $ 5,989
========
See accompanying notes to consolidated financial statements.
F-29
LAND O'LAKES FEED DIVISION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
($ IN THOUSANDS IN TABLES)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
The Land O'Lakes Feed Division (the "Company") produces both commercial and
lifestyle feed for a variety of animals, including dairy cattle, beef cattle,
swine, poultry, horses, and other specialty animals. The Company is a division
of Land O'Lakes, Inc.
REVENUE RECOGNITION
Net sales and allowances for customer discounts are generally recognized
upon shipment of product and transfer of title to the customer. The Company
classifies shipping and handling costs as part of cost of sales.
STATEMENT PRESENTATION
The accompanying consolidated financial statements have been prepared on the
accrual basis of accounting and include the accounts of the Land O'Lakes Feed
Division and wholly-owned and majority-owned subsidiaries, and limited liability
companies that were part of the initial contribution of Land O'Lakes, Inc. to
Land O'Lakes Farmland Feed LLC in October 2000.
These financial statements do not necessarily reflect the financial position
and results of operations of the Company in the future or what the financial
position and results of operations would have been had the Company been an
independent entity during the periods presented. Certain costs are charged to
the Company by Land O'Lakes, Inc. and are generally based on proportional
allocations and in certain circumstances based on specific identification of
applicable costs. Intercompany transactions and balances have been eliminated.
CASH AND SHORT-TERM INVESTMENTS
Cash and short-term investments include short-term, highly liquid
investments with original maturities of three months or less.
INVENTORIES
Inventories are valued at the lower of cost or market. Cost is determined on
a first-in, first-out or average cost basis.
DERIVATIVE COMMODITY INSTRUMENTS
The Company uses derivative commodity instruments, primarily futures
contracts, to reduce the exposure to changes in commodity prices. These
contracts are designated as hedges under SFAS No. 80, "Accounting for Futures
Contracts." Unrealized gains and losses on unsettled contracts were reflected in
receivables. Realized gains and losses were reflected in cost of sales. The net
gains and losses deferred and expensed at September 30, 2000 are immaterial. The
aggregate fair value of our derivatives was ($0.5) million at September 30,
2000.
F-30
INVESTMENTS
The equity method of accounting is used for investments in which the Company
has a significant influence. Generally this represents ownership of at least 20
percent and not more than 50 percent. Investments in less than 20 percent owned
companies are stated at cost.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is calculated
using the straight-line method over the estimated useful lives (10 to 20 years
for land improvements and buildings, 3 to 5 years for machinery and equipment,
and 5 years for software) of the respective assets in accordance with the
straight-line method. Accelerated methods of depreciation are used for income
tax purposes.
INTANGIBLES
The excess purchase price paid over net assets of businesses acquired
(goodwill) is generally amortized on a straight-line basis over periods ranging
from 15 to 20 years. Accumulated amortization of goodwill at September 30, 2000
was $0.7 million.
RECOVERABILITY OF LONG-LIVED ASSETS
The Company assesses the recoverability of goodwill and other long-lived
assets whenever events or changes in circumstances indicate that expected future
undiscounted cash flows may 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 its 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.
INCOME TAXES
The Company is part of Land O'Lakes, Inc. which is a non-exempt agricultural
cooperative and is taxed on all non-member earnings and any member earnings not
paid or allocated to members by qualified written notices of allocation as that
term is used in section 1388 of the Internal Revenue Code. Land O'Lakes, Inc.
files a consolidated tax return with its fully taxable subsidiaries.
Income taxes have been allocated to the Company on the basis of its taxable
income included in the consolidated Land O'Lakes, Inc. return. Deferred income
taxes have been recognized, using existing tax rates, for temporary differences
between the carrying values of assets and liabilities for financial reporting
purposes and income tax purposes.
ADVERTISING COSTS
Advertising costs are expensed as incurred. Advertising costs were $2.8
million for the nine months ended September 30, 2000.
RESEARCH AND DEVELOPMENT
Expenditures for research and development are charged to administration
expense in the year incurred. Total research and development expense for the
nine months ended September 30, 2000 was $1.6 million.
FAIR VALUE OF FINANCIAL INSTRUMENTS
All financial instruments are carried at amounts that approximate estimated
fair value, except for investments in cooperatives, for which it is not
practicable to provide fair value information.
F-31
FUTURE ACCOUNTING REQUIREMENTS
Statement of Financial Accounting Standards No. 133 "Accounting for
Derivative Instruments and Hedging Activities", effective for the year ending
December 31, 2001, will require derivatives to be recorded on the balance sheet
as assets or liabilities, measured at fair value. The Company has determined
that the impact upon adoption will not have a material effect on its
consolidated financial statements.
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
2. RECEIVABLES
A summary of receivables is as follows:
SEPTEMBER 30,
2000
-------------
Trade accounts......................... $ 77,067
Other.................................. 3,320
--------
80,387
Less allowance for doubtful accounts... 5,737
--------
Total receivables, net................. $ 74,650
========
3. INVENTORIES
A summary of inventories is as follows:
SEPTEMBER 30,
2000
-------------
Raw materials...... $ 40,072
Finished goods..... 9,211
--------
Total inventories.. $ 49,283
========
4. INVESTMENTS
A summary of investments is as follows:
SEPTEMBER 30,
2000
-------------
New Feeds, LLC......................... $ 3,897
Land O'Lakes/Harvest States Feed, LLC.. 3,500
Iowa River Feeds, LLC.................. 2,943
Pro-Pet, LLC........................... 2,913
Nutri-Tech Feeds, LLC.................. 2,183
Northern Country Feeds, LLC............ 1,856
CalvaAlto Liquid, LLC.................. 875
Nutra Blend, LLC....................... --
Other -- LLC's......................... 410
--------
Total investments...................... $ 18,577
========
All of the above investments are accounted for under the equity method with
the exception of a portion of the investments under the caption "Other LLC's."
F-32
5. PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment is as follows:
SEPTEMBER 30,
2000
-------------
Land and land improvements................ $ 6,354
Buildings and building equipment.......... 43,420
Machinery and equipment................... 81,947
Construction in progress.................. 7,313
--------
139,034
Less accumulated depreciation............. 68,342
--------
Total property, plant and equipment net... $ 70,692
========
6. NOTES AND SHORT-TERM OBLIGATIONS
A summary of notes and short-term obligations is as follows:
SEPTEMBER 30,
2000
-------------
Union Bank of California line of credit... $3,100
Bank of America line of credit............ 3,294
------
Total notes and short-term obligations.... $6,394
======
The lines of credit are held by a wholly owned and a majority owned
subsidiary of the Company. The Union Bank of California line of credit of $4
million is unsecured and bears interest, at the Company's election, of either
LIBOR plus 1.50% or Union Bank of California's Reference Rate minus 0.50%. This
line terminates on July 5, 2002 and is renewable annually. The Bank of America
line of credit of $7 million, which bears interest of prime less 1.30%,
terminates in September 2001 and is renewable annually.
Interest paid, net of amount capitalized, for the nine months ended
September 30, 2000 was $0.4 million.
7. LEASE COMMITMENTS
Total rental expense was $1.7 million for the nine months ended September
30, 2000. The minimum annual lease payments for the next five calendar years and
thereafter are as follows:
YEAR AMOUNT
------------------ -------
2001...................... $2,389
2002...................... 3,568
2003...................... 2,659
2004...................... 1,661
2005...................... 1,064
2006 and thereafter....... 2,403
Most of the leases require payment of operating expenses applicable to the
leased assets. Management expects that in the normal course of business most
leases that expire will be renewed or replaced by other leases.
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table provides information on the notional amount and fair
value of financial instruments, including derivative financial instruments. The
carrying value of financial instruments classified as current assets and current
liabilities, such as cash and short-term investments, receivables, accounts
payable, notes and short-term obligations, approximate fair value due to the
short-term maturity of the instruments.
SEPTEMBER 2000
--------------------
NOTIONAL FAIR
AMOUNT VALUE
-------- -------
(IN THOUSANDS)
Derivative financial instruments:
Commodity futures contracts
Commitments to purchase..... $ 29,458 $ (801)
Commitments to sell......... $(12,454) $ 326
F-33
9. INCOME TAXES
The components of the income tax provision are summarized as follows:
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30,
2000
-------------
Current expense:
Federal............... $1,242
State................. 184
------
1,426
Deferred expense........ 1,411
------
Income tax expense...... $2,837
======
The effective tax rate differs from the statutory rate primarily as a result
of the following:
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30,
2000
-------------
Statutory rate............................. 35.0%
Patronage refunds.......................... (24.3)
State income tax, net of federal benefit... 1.2
Amortization of goodwill................... 0.2
Meals and entertainment.................... 0.6
Other, net................................. 0.1
-----
Effective tax rate......................... 12.8%
=====
The significant components of the deferred tax assets and liabilities are as
follows:
SEPTEMBER 30,
2000
-------------
Deferred tax assets related to:
Accrued expenses.................. $1,142
Allowance for doubtful accounts... 446
Inventories....................... 304
Intangible assets................. 579
------
Total deferred tax assets........... 2,471
Deferred tax liabilities
related to:
Joint ventures.................... 351
Property, plant and equipment..... 678
------
Total deferred tax liabilities.... 1,029
------
Net deferred tax assets........... $1,442
======
SFAS No. 109 "Accounting for Income Taxes" requires consideration of a
valuation allowance if it is "more likely than not" that benefits of deferred
tax assets will not be realized. Management has determined, based on prior
earnings history and anticipated earnings, that no valuation allowance is
necessary. Income taxes paid for the nine months ended September 30, 2000 were
$1.4 million.
10. INVESTMENT AND ADVANCES BY LAND O'LAKES, INC.
Investment and advances by Land O'Lakes, Inc. represents Land O'Lakes,
Inc.'s ownership interest in the recorded net assets of the Company. All cash
and intercompany transactions flow through this account. A summary of the
activity for the nine months ended September 30, 2000 is as follows:
2000
---------
Balance at beginning of period... $ 156,150
Net earnings..................... 19,382
Net intercompany activity........ (8,393)
---------
Balance at end of period......... $ 167,139
=========
F-34
11. PENSION AND OTHER POSTRETIREMENT PLANS
The Company participates in Land O'Lakes, Inc.'s defined pension plan, which
covers substantially all employees. Plan benefits are generally based on years
of service and employees' highest compensation during five consecutive years of
employment. Annual payments to the pension trust fund are determined in
compliance with the Employee Retirement Income Security Act (ERISA). The
actuarial present values of accumulated plan benefits and net assets available
for benefits relating to only the Company's employees are not available.
The Company also participates in Land O'Lakes, Inc.'s plans that provide
certain health care benefits for retired employees. Employees become eligible
for these benefits upon meeting certain age and service requirements.
Actuarially determined financial information relating to only the Company's
employees is not available.
Certain Company employees are eligible for benefits under Land O'Lakes,
Inc.'s defined contribution plans.
Costs relating to the plans are allocated to the Company by Land O'Lakes,
Inc. The Company's allocated expenses relating to these plans was $2.7 million
for the nine months ended September 30, 2000.
12. COMMITMENTS AND CONTINGENCIES
GUARANTEES OF PRODUCER LOANS
The Company also guarantees certain loans to large producer financed by Land
O'Lakes Finance Company. The loans totaled $17.4 million at September 30, 2000.
A reserve of $2.3 million at September 30, 2000 is included in the allowance for
doubtful accounts. There were no writeoffs related to these loans in the nine
months ended September 30, 2000.
GENERAL
The Company is currently and from time to time involved in litigation and
environmental claims to the conduct of business. The damages claimed in some of
these cases, are substantial. Although the amount of liability that may result
from these matters cannot be ascertained, the Company does not currently believe
that, in the aggregate, they will result in liabilities material to the
Company's consolidated financial condition, future results of operations or cash
flows.
13. RELATED PARTY TRANSACTIONS
Costs allocated to the Company by Land O'Lakes, Inc. relate to corporate
services such as legal, insurance administration, tax administration, human
resources, payroll and benefit administration, leasing, public relations, credit
and collections, accounting, and IT support. These costs totaled $4.5 million
for the nine months ended September 30, 2000.
Sales with unconsolidated subsidiaries of the Company totaled $37.0 million
for the nine months ended September 30, 2000.
14. SUBSEQUENT EVENT
On October 1, 2000, Land O'Lakes, Inc. and Farmland Industries, Inc.
combined their feed businesses to form Land O'Lakes Farmland Feed LLC. Through
their relative contributions, Land O'Lakes, Inc. and Farmland Industries, Inc.
had ownership interests of 73.7% and 26.3%, respectively. The initial capital
contributions made by each of the members to the Company consisted primarily of
property, plant, and equipment. In October 2000, the Company purchased inventory
from the respective members. The merger was accounted for as a purchase in
accordance with APB No. 16, "Business Combinations." As such, the contributions
of Farmland Industries, Inc. have been recorded at fair value.
F-35
15. CONSOLIDATING FINANCIAL INFORMATION
Land O'Lakes, Inc. issued $350 million in senior notes which are guaranteed
by Land O'Lakes, Inc. and certain of its wholly and majority owned subsidiaries,
including the Company, (the "Guarantor Subsidiaries"). Such guarantees are full,
unconditional and joint and several.
The following supplemental financial information sets forth, on an
unconsolidated basis, balance sheet, statement of operations and cash flow
information for the Company, Guarantor Subsidiaries and the Company's other
subsidiaries (the "Non-Guarantor Subsidiaries"). The supplemental financial
information reflects the investments of the Company in the Guarantor and
Non-Guarantor Subsidiaries using the equity method of accounting.
F-36
LAND O'LAKES FEED DIVISION
SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2000
LAND
O'LAKES FEED WHOLLY OWNED NON-
DIVISION SUBSIDIARIES OF GUARANTOR
PARENT LOL FEED SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------ --------------- ------------ ------------ ------------
($ IN THOUSANDS)
ASSETS
Current assets:
Cash and short-term investments ...... $ (655) $ 7,549 $ (905) $ -- $ 5,989
Receivables, net ..................... 77,346 16,704 4,612 (24,012) 74,650
Inventories .......................... 33,677 11,213 4,393 -- 49,283
Prepaid expenses ..................... 2,708 481 269 -- 3,458
--------- ------- -------- -------- --------
Total current assets ......... 113,076 35,947 8,369 (24,012) 133,380
Investments ............................ 37,531 7,895 -- (26,849) 18,577
Property, plant and equipment, net ..... 58,627 7,205 4,860 -- 70,692
Goodwill, net .......................... 5,545 4,500 1,023 -- 11,068
Other assets ........................... 8,155 3,926 2,684 -- 14,765
--------- ------- -------- -------- --------
Total assets ................. $ 222,934 $59,473 $ 16,936 $(50,861) $248,482
========= ======= ======== ======== ========
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term obligations ..... $ 1,715 $ 4,652 $ 27 $ -- $ 6,394
Accounts payable ..................... 38,891 15,909 2,587 (4,738) 52,649
Accrued expenses ..................... 10,571 1,174 1,269 -- 13,014
Other current liabilities ............ 4,598 -- -- -- 4,598
--------- ------- -------- -------- --------
Total current liabilities .... 55,775 21,735 3,883 (4,738) 76,655
Other liabilities ...................... 21 17,516 3,491 (19,274) 1,754
Minority interests ..................... (1) 809 2,126 -- 2,934
Investment and advances by Land
O'Lakes, Inc. ........................ 167,139 19,413 7,436 (26,849) 167,139
--------- ------- -------- -------- --------
Total liabilities and investments and
advances by Land O'Lakes, Inc. ....... $ 222,934 $59,473 $ 16,936 $(50,861) $248,482
========= ======= ======== ======== ========
F-37
LAND O'LAKES FEED DIVISION
SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATION
FOR NINE MONTHS ENDED SEPTEMBER 30, 2000
LAND
O'LAKES FEED WHOLLY OWNED NON
DIVISION SUBSIDIARIES OF -GUARANTOR
PARENT LOL FEED SUBSIDIARIES CONSOLIDATED
------------ --------------- ------------ ------------
($ IN THOUSANDS)
Net sales .............................. $ 606,550 $ 65,623 $29,998 $ 702,171
Cost of sales .......................... 542,612 57,319 27,483 627,414
Selling and administration ............. 46,648 4,926 1,485 53,059
--------- -------- ------- ---------
Earnings from operations ............... 17,290 3,378 1,030 21,698
Interest (income) expense, net ......... (1,106) 881 669 444
Equity in earnings of affiliated
companies ............................. (1,081) (329) -- (1,410)
Minority interest in (loss) earnings
of subsidiaries ........................ (1) 240 206 445
--------- -------- ------- ---------
Earnings before income taxes ........... 19,478 2,586 155 22,219
Income tax expense ..................... 2,725 -- 112 2,837
--------- -------- ------- ---------
Net earnings ........................... $ 16,753 $ 2,586 $ 43 $ 19,382
========= ======== ======= =========
F-38
LAND O'LAKES FEED DIVISION
SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
LAND WHOLLY OWNED
O'LAKES FEED SUBSIDIARIES
DIVISION OF NON-GUARANTOR
PARENT LOL FEED SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------ ------------ ------------- ------------ ------------
($ IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings ................................. $ 16,753 $ 2,586 $ 43 $ -- $ 19,382
Adjustments to reconcile net earnings
to net cash provided (used) by operating
activities:
Depreciation and amortization .............. 8,290 565 322 -- 9,177
Bad debt recovery .......................... (14) -- -- -- (14)
Decrease (increase) in other assets ........ 2,086 (1,833) 850 -- 1,103
(Decrease) increase in other liabilities ... (9,407) (2,124) 2,827 1,034 (7,670)
Equity in earnings of affiliated
companies ................................ (1,081) (329) -- -- (1,410)
Minority interest .......................... (1) 240 206 -- 445
Changes in current assets and liabilities,
net of acquisitions and
divestitures:
Receivables ................................ (11,718) (9,157) (1,572) 7,966 (14,481)
Inventories ................................ 7,599 (6,920) (119) -- 560
Other current assets ....................... 1,095 (156) (54) -- 885
Accounts payable ........................... (10,756) 11,585 (1,482) (2,067) (2,720)
Accrued expenses ........................... 4,443 (5,944) (29) -- (1,530)
Other current liabilities .................. 4,598 -- -- -- 4,598
-------- -------- ------- ------- --------
Net cash provided (used) by operating
activities ................................. 11,887 (11,487) 992 6,933 8,325
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and
equipment .................................. (10,565) (2,076) (463) -- (13,104)
Acquisition of investments, net of cash
acquired ................................... (2,522) -- -- -- (2,522)
Proceeds from sale of property, plant and
equipment .................................. 211 44 -- -- 255
-------- -------- ------- ------- --------
Net cash used by investing activities ........ (12,876) (2,032) (463) -- (15,371)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term debt ....... 722 4,652 (274) -- 5,100
Net investments and advances by
Land O'Lakes, Inc. ......................... (7,066) 7,203 (1,597) (6,933) (8,393)
-------- -------- ------- ------- --------
Net cash (used) provided by financing
activities ................................. (6,344) 11,855 (1,871) (6,993) (3,293)
-------- -------- ------- ------- --------
Net decrease in cash and short-term
investments ................................ (7,333) (1,664) (1,342) -- (10,339)
Cash and short-term investments at
beginning of period .......................... 5,376 9,213 1,739 -- 16,328
-------- -------- ------- ------- --------
Cash and short-term investments at end of
period ....................................... $ (1,957) $ 7,549 $ 397 $ -- $ 5,989
======== ======== ======= ======= ========
F-39