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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended September 30, 2004.
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, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-0365145
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4001 Lexington Avenue North
Arden Hills, Minnesota 55112
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(651) 481-2222
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]
Indicate by check mark whether the registrant is an accelerated
filer (as defined in rule 12-b-2 of the Act).
Yes [ ] No [X]
The number of shares of the registrant's common stock outstanding as
of October 31, 2004: 1,070 shares of Class A common stock, 4,383 shares of
Class B common stock, 188 shares of Class C common stock, and 1,119 shares
of Class D common stock.
Land O'Lakes, Inc. is a cooperative. Our voting and non-voting
common equity can only be held by our members. No public market for voting
and non-voting common equity of Land O'Lakes, Inc. is established and it
is unlikely, in the foreseeable future that a public market for our voting
and non-voting common equity will develop.
We maintain a website on the Internet through which additional
information about Land O' Lakes, Inc. is available. Our website address is
www.landolakesinc.com. Our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, press releases and earnings
releases are available, free of charge, on our website when they are
released publicly or filed with the SEC.
1
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION...................................................................................... 3
Item I. Financial Statements........................................................................................ 3
Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003 (unaudited)............................. 3
Consolidated Statements of Operations for the three and nine months ended September 30, 2004 and 2003 (unaudited)... 4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003 (unaudited)............. 5
Notes to Consolidated Financial Statements (unaudited).............................................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 24
Item 3. Quantitative and Qualitative Disclosures about Market Risk................................................. 43
Item 4. Controls and Procedures.................................................................................... 44
PART II. OTHER INFORMATION......................................................................................... 44
Item 1. Legal Proceedings.......................................................................................... 44
Item 5. Other Information.......................................................................................... 45
Item 6. Exhibits................................................................................................... 45
SIGNATURES.......................................................................................................... 46
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LAND O'LAKES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- ------------
($ IN THOUSANDS)
ASSETS
Current assets:
Cash and short-term investments ....................... $ 73,781 $ 110,274
Restricted cash ....................................... 20,264 20,118
Receivables, net ...................................... 303,698 623,587
Inventories ........................................... 521,110 496,826
Prepaid expenses ...................................... 44,538 246,373
Other current assets .................................. 37,060 42,006
------------- ------------
Total current assets .......................... 1,000,451 1,539,184
Investments ............................................. 534,130 506,641
Property, plant and equipment, net ...................... 617,647 624,631
Property under capital lease, net ....................... 102,698 109,145
Goodwill ................................................ 332,593 373,083
Other intangibles ....................................... 100,113 102,938
Other assets ............................................ 124,721 133,438
------------- ------------
Total assets .................................. $ 2,812,353 $ 3,389,060
============= ============
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term obligations ...................... $ 51,636 $ 80,703
Current portion of long-term debt ..................... 10,110 7,841
Current portion of obligations under capital lease..... 10,338 10,399
Accounts payable ...................................... 404,095 761,694
Accrued expenses ...................................... 240,859 226,476
Patronage refunds and other member equities payable.... 11,264 19,449
------------- ------------
Total current liabilities ..................... 728,302 1,106,562
Long-term debt .......................................... 935,677 1,065,382
Obligations under capital lease ......................... 93,121 99,650
Employee benefits and other liabilities ................. 159,085 175,363
Minority interests ...................................... 9,086 62,739
Equities:
Capital stock ......................................... 2,084 2,125
Member equities ....................................... 869,321 866,586
Accumulated other comprehensive loss .................. (64,435) (64,669)
Retained earnings ..................................... 80,112 75,322
------------- ------------
Total equities ................................ 887,082 879,364
------------- ------------
Commitments and contingencies
Total liabilities and equities .......................... $ 2,812,353 $ 3,389,060
============= ============
See accompanying notes to consolidated financial statements.
3
LAND O'LAKES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
----------- ----------- ----------- -----------
($ IN THOUSANDS)
Net sales ......................................... $ 1,796,512 $ 1,582,969 $ 5,824,421 $ 4,434,581
Cost of sales ..................................... 1,705,914 1,449,355 5,425,325 4,050,096
----------- ----------- ----------- -----------
Gross profit ...................................... 90,598 133,614 399,096 384,485
Selling, general and administration ............... 113,169 120,341 373,058 345,736
Restructuring and impairment (recoveries) charges . (273) 302 2,217 3,169
----------- ----------- ----------- -----------
(Loss) earnings from operations ................... (22,298) 12,971 23,821 35,580
Interest expense, net ............................. 19,992 21,103 64,029 60,219
Loss (gain) on legal settlements, net ............. 250 (3,355) (4,297) (22,532)
Other expense (income), net ....................... 19 26 (1,502) (670)
Equity in loss (earnings) of affiliated companies.. 3,135 (5,587) (63,391) (56,018)
Minority interest in earnings of subsidiaries ..... 204 723 1,323 3,639
----------- ----------- ----------- -----------
(Loss) earnings before income taxes ............... (45,898) 61 27,659 50,942
Income tax (benefit) expense ...................... (16,015) 1,694 (4,327) 8,023
----------- ----------- ----------- -----------
Net (loss) earnings ............................... $ (29,883) $ (1,633) $ 31,986 $ 42,919
=========== =========== =========== ===========
Applied to:
Member equities
Allocated patronage refunds .................... $ (6,952) $ (6,231) $ 37,547 $ 29,633
Deferred equities .............................. (910) 1,357 (8,888) (12,925)
----------- ----------- ----------- -----------
(7,862) (4,874) 28,659 16,708
Retained earnings ................................ (22,021) 3,241 3,327 26,211
----------- ----------- ----------- -----------
$ (29,883) $ (1,633) $ 31,986 $ 42,919
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
4
LAND O'LAKES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
2004 2003
--------- ---------
($ IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings ..................................................... $ 31,986 $ 42,919
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization ................................. 82,484 83,460
Amortization of deferred financing charges .................... 4,632 3,489
Bad debt expense .............................................. 1,170 2,699
Proceeds from patronage revolvement received .................. 3,586 2,671
Non-cash patronage income ..................................... (1,116) (1,638)
Receivable from legal settlement .............................. -- 96,707
Deferred income tax (benefit) expense ......................... (1,154) 6,757
Decrease in other assets ...................................... 1,722 8,908
(Decrease) increase in other liabilities ...................... (793) 4,027
Restructuring and impairment charges .......................... 2,217 3,169
(Gain) loss on divestiture of businesses ...................... (1,636) 700
Equity in earnings of affiliated companies .................... (63,391) (56,018)
Minority interests ............................................ 1,323 3,639
Other ......................................................... (1,819) (12,623)
Changes in current assets and liabilities, net of acquisitions and
divestitures:
Receivables ................................................... 312,860 138,597
Inventories ................................................... (24,152) (16,408)
Other current assets .......................................... 201,700 149,350
Accounts payable .............................................. (357,940) (344,482)
Accrued expenses .............................................. (277) 14,057
--------- ---------
Net cash provided by operating activities ........................ 191,402 129,980
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment ....................... (69,976) (55,329)
Acquisition of minority interest ................................. (12,150) --
Payments for investments ......................................... (692) (9,815)
Proceeds from divestiture of businesses .......................... 7,500 465
Proceeds from sale of investments ................................ 2,450 3,000
Proceeds from sale of property, plant and equipment .............. 10,571 18,084
Dividends from investments in affiliated companies ............... 35,155 5,193
Increase in restricted cash ...................................... (146) (20,000)
Other ............................................................ 382 2,998
--------- ---------
Net cash used by investing activities ............................ (26,906) (55,404)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) increase in short-term debt ........................... (28,829) 13,330
Proceeds from issuance of long-term debt ......................... 17,293 6,215
Principal payments on long-term debt ............................. (144,317) (107,126)
Principal payments on obligations under capital lease ............ (7,810) (7,171)
Payments for redemption of member equities ....................... (32,886) (23,797)
Payments for debt issuance costs ................................. (4,321) --
Other ............................................................ (119) 446
--------- ---------
Net cash used by financing activities ............................ (200,989) (118,103)
--------- ---------
Net decrease in cash and short-term investments .................. (36,493) (43,527)
Cash and short-term investments at beginning of period ............. 110,274 64,327
--------- ---------
Cash and short-term investments at end of period ................... $ 73,781 $ 20,800
========= =========
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during periods for:
Interest ......................................................... $ 53,799 $ 52,970
Income taxes paid (recovered) .................................... $ 10,749 $ (1,461)
See accompanying notes to consolidated financial statements.
5
LAND O'LAKES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ IN THOUSANDS IN TABLES)
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited consolidated financial statements reflect, in the opinion of
the management of Land O'Lakes, Inc. (the "Company"), all normal, recurring
adjustments necessary for a fair statement of the financial position and results
of operations and cash flows for the interim periods. The statements are
condensed and therefore do not include all of the information and footnotes
required by U.S. generally accepted accounting principles for complete financial
statements. Certain reclassifications have been made to the 2003 consolidated
financial statements to conform to the 2004 presentation. For further
information, refer to the audited consolidated financial statements and
footnotes for the year ended December 31, 2003 included in our Annual Report on
Form 10-K/A. The results of operations and cash flows for interim periods are
not necessarily indicative of results for a full year.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." The
statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). The
statement was effective for the Company as of January 1, 2004. The adoption of
this standard did not have a material impact on the Company.
In December 2003, the FASB revised Statement of Financial Accounting
Standards 132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits." The statement revises the disclosures about pension and other
postretirement benefit plans. It requires additional disclosure regarding
changes in benefit obligations and fair value of plan assets. The statement was
effective for the Company as of December 31, 2003. The Company adopted this
Statement for the year ended December 31, 2003 and has provided the interim
disclosures in Note 13, Pension and Other Postretirement Plans.
In May 2004, the FASB issued FASB Staff Position 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003" (the "Position"). The Position applies to
sponsors of single-employer defined benefit postretirement health care plans
that are impacted by the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the "Act"). In general, the Act introduces a federal
subsidy to sponsors that conclude that prescription drug benefits available
under such plans are actuarially equivalent to the prescription drug benefit now
provided under Medicare pursuant to the Act. The Position was effective for the
Company as of July 1, 2004. The effects of the Act have been included in the
Company's measurement of its accumulated benefit obligation in Note 13, Pension
and Other Postretirement Benefit Plans.
2. MOARK LLC CONSOLIDATION AND PLANNED ACQUISITION OF MINORITY INTEREST
At December 31, 2002, the Company carried its 50% ownership interest in
MoArk under the equity method with an investment balance of $44.7 million.
Osborne Investments, LLC ("Osborne") owned the remaining interest in MoArk. In
the three months ended March 31, 2003, the Company increased its ownership from
50% to 57.5% with an additional investment of $7.8 million. In addition, the
Company has the right to acquire (and Osborne has the right to require the
Company to acquire) the remaining 42.5% of MoArk owned by Osborne by making a
$42.2 million minimum payment in 2007.
In accordance with the provisions of FASB Interpretation No. 46, effective
July 1, 2003, the Company consolidated MoArk into its financial statements.
Although Osborne has a 42.5% ownership interest in MoArk, the Company continues
to be allocated 100% of the income or loss from the operations of MoArk (other
than on capital transactions involving a realized gain or loss on intangible
assets, which are allocated 50/50). In addition to consolidating MoArk, the
Company has presumed for accounting purposes that it will acquire the remaining
42.5% in 2007. Effective July 1, 2003, the Company recorded this presumed $42.2
million payment as a long-term liability in the consolidated balance sheet as
"employee benefits and other liabilities" at a present value of $31.6 million
using an effective interest rate of 7%. The present value of this liability is
$34.4 million at September 30, 2004.
6
3. RESTRICTED CASH
On March 28, 2003, Cheese and Protein International LLC ("CPI"), a
97.0%-owned consolidated subsidiary, amended its lease for property and
equipment relating to its cheese manufacturing and whey processing plant in
Tulare, California. The amendment postponed the measurement of the fixed charge
coverage ratio requirement contained in the lease until March 2005. The
amendment requires Land O'Lakes to maintain a $20 million cash account (which
may be replaced by a letter of credit at the Company's option) to support the
lease. The cash account or letter of credit would only be drawn upon in the
event of a CPI default and would reduce amounts otherwise due under the lease.
The requirement can be lifted pending the achievement of certain financial
targets by CPI.
4. RECEIVABLES
A summary of receivables is as follows:
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------ ------------
Trade accounts .................................... $ 70,450 $ 327,913
Notes and contracts ............................... 64,299 63,984
Notes from sale of trade receivables (see Note 5).. 88,451 155,191
Other ............................................. 96,280 96,051
------------ ------------
319,480 643,139
Less allowance for doubtful accounts .............. 15,782 19,552
------------ ------------
Total receivables, net ............................ $ 303,698 $ 623,587
============ ============
A substantial portion of Land O'Lakes receivables is concentrated in
agriculture as well as in the wholesale and retail food industries. Collections
of these receivables may be dependent upon economic returns in these industries.
The Company's credit risks are continually reviewed, and management believes
that adequate provisions have been made for doubtful accounts.
5. RECEIVABLES PURCHASE FACILITY
In December 2001, the Company established a $100 million receivables
purchase facility with CoBank, ACB ("CoBank"). In March 2004, the facility was
expanded to $200 million. A wholly-owned, unconsolidated special purpose entity
("SPE") has been established to purchase certain receivables from the Company.
CoBank has been granted an interest in the pool of 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 consolidated balance sheet. However, the Company retains 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 pool.
Accordingly, the Company has retained reserves for estimated losses. The Company
expects no significant gains or losses from the facility. At September 30, 2004,
$200 million was outstanding under this facility and at December 31, 2003, $20
million was outstanding under this facility. The total accounts receivable sold
during the three months ended September 30, 2004 and 2003 were $1,410 million
and $448 million, respectively. The total accounts receivable sold during the
nine months ended September 30, 2004 and 2003 were $3,945 million and $1,695
million, respectively.
6. INVENTORIES
A summary of inventories is as follows:
SEPTEMBER 30, DECEMBER 31,
2004 2003
--------------- ---------------
Raw materials ..... $ 143,283 $ 159,511
Work in process ... 29,909 33,645
Finished goods .... 347,918 303,670
--------------- ---------------
Total inventories.. $ 521,110 $ 496,826
=============== ===============
7
7. INVESTMENTS
A summary of investments is as follows:
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- ------------
CF Industries, Inc.................................... $ 249,502 $ 249,502
Agriliance LLC........................................ 118,342 92,134
Ag Processing Inc..................................... 38,293 37,941
Advanced Food Products LLC............................ 30,066 29,494
CoBank, ACB........................................... 16,096 18,583
Universal Cooperatives ............................... 7,529 8,224
Melrose Dairy Proteins, LLC........................... 7,596 6,623
Agronomy Company of Canada Ltd........................ 10,194 7,954
Prairie Farms Dairy, Inc.............................. 5,536 5,125
Other -- principally cooperatives and joint ventures.. 50,976 51,061
------------- ------------
Total investments..................................... $ 534,130 $ 506,641
============= ============
During the nine months ended September 30, 2004, the Company sold its
investment in a swine joint venture for $2.0 million in cash and an investment
in the feed segment for $0.5 million in cash.
8. GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL
The carrying amount of goodwill is as follows:
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- ------------
Dairy Foods .......................................... $ 66,259 $ 66,259
Feed ................................................. 114,266 150,922
Seed ................................................. 10,898 12,405
Agronomy ............................................. 59,165 63,733
Layers ............................................... 82,005 79,764
------------- ------------
Total goodwill........................................ $ 332,593 $ 373,083
============= ============
The decrease in goodwill of $40.5 million mainly resulted from a $36.1
million reduction related to the acquisition of the minority interest of Land
O'Lakes Farmland Feed LLC in June 2004, amortization associated with investments
in joint ventures and cooperatives of $5.1 million, and an impairment of $1.5
million in the seed segment.
OTHER INTANGIBLE ASSETS
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- ------------
Amortized other intangible assets:
Patents, less accumulated amortization
of $3,523 and $2,622, respectively .................. $ 13,247 $ 14,147
Trademarks, less accumulated amortization of
$2,415 and $2,044, respectively ..................... 1,925 2,296
Other intangible assets, less accumulated
amortization of $14,443 and $12,783, respectively ... 8,316 9,870
-------------- ------------
Total amortized other intangible assets .................. 23,488 26,313
Total non-amortized other intangible assets - trademarks.. 76,625 76,625
-------------- ------------
Total other intangible assets ............................ $ 100,113 $ 102,938
============== ============
Amortization expense for the three months ended September 30, 2004 and
2003 was $1.4 million and $1.4 million, respectively. Amortization expense for
the nine months ended September 30, 2004 and 2003 was $3.3 million and $3.7
million, respectively. The estimated amortization expense related to other
intangible assets subject to amortization for the next five years will
approximate $2.8 million annually. The weighted-average life of the intangible
assets subject to amortization is approximately 9 years.
8
9. DEBT OBLIGATIONS
The Company had notes and short-term obligations of $51.6 million at
September 30, 2004 and $80.7 million at December 31, 2003. The Company also has
a $200 million revolving credit facility due January, 2007, with variable
interest based on the London InterBank Offered Rate (LIBOR). There were no
borrowings on this facility as of September 30, 2004.
A summary of long-term debt is as follows:
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- ------------
Term A loan - quarterly installments through
2006 (variable rate based on LIBOR) ......... $ -- $ 92,473
Term B loan - quarterly installments through
2008 (variable rate based on LIBOR) ......... 118,373 152,374
Senior unsecured notes - due 2011 (8.75%) ..... 350,000 350,000
Senior secured notes - due 2010 (9.00%) ....... 175,000 175,000
MoArk LLC debt - due 2004 through 2023
(5.94% weighted average) .................... 74,474 75,785
Industrial development revenue bonds and
other secured notes payable - due 2004
through 2016 (1.1% to 5.5%) ................. 14,923 14,940
Capital Securities of Trust Subsidiary -
due 2028 (7.45%) ............................ 190,700 190,700
Other debt .................................... 22,317 21,951
------------ -----------
945,787 1,073,223
Less current portion .......................... 10,110 7,841
------------ -----------
Total long-term debt .......................... $ 935,677 $ 1,065,382
============ ===========
On March 31, 2004, the Company amended its receivables securitization
facility which expanded the facility from $100 million to $200 million. The
incremental proceeds from the expansion were used to make prepayments on the
term loans. A mandatory $76.0 million payment in full was made for the Term A
loan and a $24.0 million partial repayment was made for the Term B loan.
Additional mandatory prepayments made in February 2004 were $16.5 million for
the Term A loan and $10.0 million for the Term B loan.
The weighted average interest rates on short-term borrowings and notes
outstanding at September 30, 2004 and December 31, 2003 were 3.58% and 3.56%,
respectively. Borrowings under the revolving credit facility and the term loan
bear interest at variable rates (either LIBOR or an Alternative Base Rate) plus
applicable margins. The margin depends on Land O'Lakes leverage ratio in the
case of the revolving credit facility. The margin on the Term B loan is fixed at
350 basis points over LIBOR. Based upon Land O'Lakes leverage ratio as of
September 30, 2004, the LIBOR margin for the revolving credit facility is 250
basis points. Spreads for the Alternative Base Rate are 100 basis points lower
than the applicable LIBOR spreads. LIBOR may be set for one, two, three or six
month periods at the election of Land O'Lakes. As of September 30, 2004, the
interest rate on the Term B loan was 4.73%.
10. OTHER COMPREHENSIVE (LOSS) INCOME
Comprehensive (loss) income and the components of other comprehensive income
(loss) were as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
-------- -------- -------- --------
Net (loss) earnings ................................. $(29,883) $ (1,633) $ 31,986 $ 42,919
Translation adjustment .............................. (350) (234) (82) (535)
Change in the fair value of marketable securities...
(401) 83 (843) 575
Change in minimum pension liability (net of tax).....
1,159 (4,733) 1,159 (4,733)
-------- -------- -------- --------
Total comprehensive (loss) income ................... $(29,475) $ (6,517) $ 32,220 $ 38,226
======== ======== ======== ========
9
11. PURCHASE OF MINORITY INTEREST / NAME CHANGE
In June 2004, the Company completed the purchase of the remaining 8% of
Land O' Lakes Farmland Feed LLC from Farmland Industries, giving the Company
100% ownership of the Entity. The Company paid $12.2 million to purchase the
minority interest. As a result of this acquisition, a minority interest of $55
million for this joint venture was eliminated from the consolidated balance
sheet. Effective as of October 21, 2004, Land O'Lakes Farmland Feed LLC was
renamed Land O' Lakes Purina Feed LLC.
12. DERIVATIVE FINANCIAL INSTRUMENTS
In April and May 2004, the Company entered into three $50 million
fixed-to-floating interest rate swap agreements, designated as fair value
hedges, in an effort to return to historical exposure levels for floating
interest rate debt. These swaps mirror the terms of the 8.75% senior unsecured
notes and effectively convert $150 million of such notes from a fixed 8.75% rate
to an effective rate of LIBOR plus 385 basis points. At September 30, 2004, the
aggregate notional amount of the swaps was $150 million and the fair value was
$0.7 million.
13. PENSION AND OTHER POSTRETIREMENT PLANS
The following tables present the components of net periodic benefit cost
for pension benefits and other postretirement benefits for the three months
ended September 30:
OTHER POSTRETIREMENT
PENSION BENEFITS BENEFITS
-------------------------- ----------------------
2004 2003 2004 2003
-------- ------- ------ ------
Service cost .......................... $ 4,278 $ 4,147 $ 201 $ 201
Interest cost ......................... 6,842 6,792 1,020 1,088
Expected return on assets ............. (8,184) (8,202) -- --
Amortization of actuarial loss ........ 1,481 443 586 542
Amortization of prior service cost .... 181 211 66 67
Amortization of transition obligation.. -- -- 161 161
------- ------- ------ ------
Net periodic benefit cost ............. $ 4,598 $ 3,391 $2,034 $2,059
======= ======= ====== ======
The following tables present the components of net periodic benefit cost
for pension benefits and other postretirement benefits for the nine months ended
September 30:
OTHER POSTRETIREMENT
PENSION BENEFITS BENEFITS
----------------------------- ----------------------
2004 2003 2004 2003
--------- --------- ------ ------
Service cost ........................... $ 12,834 $ 12,440 $ 603 $ 603
Interest cost .......................... 20,528 20,377 3,060 3,264
Expected return on assets .............. (24,552) (24,605) -- --
Amortization of actuarial loss ......... 4,443 1,328 1,759 1,626
Amortization of prior service cost ..... 542 633 199 201
Amortization of transition obligation... -- -- 482 483
--------- --------- ------ ------
Net periodic benefit cost .............. $ 13,795 $ 10,173 $6,103 $6,177
========= ========= ====== ======
The Company expects to contribute approximately $12 million to its defined
benefit pension plans and $7 million to its other postretirement benefits plans
in 2004. During the three months ended September 30, 2004, the Company
contributed $0.6 million to its defined benefit pension plans and $2.2 million
to its other postretirement benefits plans. During the nine months ended
September 30, 2004, the Company contributed $1.8 million to its defined benefit
pension plans and $5.3 million to its other postretirement benefits plans.
10
RETIREE MEDICAL PLAN
In December 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 ("the Act") was signed into law. In general, the Act
introduced a prescription drug benefit under Medicare (Medicare Part D) and a
federal subsidy to sponsors of retirement health care plans that provide a
benefit that is at least actuarially equivalent to Medicare Part D. In May 2004,
the FASB issued Staff Position 106-2, effective for the Company July 1, 2004,
providing final guidance on accounting for the Act. The Company recorded the
effects of the subsidy in measuring net periodic postretirement benefit cost for
the nine months ended September 30, 2004. This resulted in a reduction in the
accumulated postretirement benefit obligation ("APBO") for the subsidy related
to benefits attributed to past service of $8.4 million. The subsidy resulted in
a reduction in current period net periodic postretirement benefit costs for the
nine months ended September 30, 2004 of $0.9 million. The components of this
savings were the reduction in interest costs on APBO of $0.3 million,
amortization of net loss of $0.6 million and no reduction in current period
service costs. The Company has not incurred a reduction in current gross benefit
payments and expects to receive subsidy payments beginning in 2006.
14. RESTRUCTURING AND IMPAIRMENT CHARGES
RESTRUCTURING CHARGES
For the three months ended September 30, 2004, the dairy foods segment
recorded a restructuring reversal of $1.2 million related to the closure of a
facility in Volga, South Dakota. For the three months ended September 30, 2003,
dairy foods recorded restructuring charges of $0.3 million for the closure of
certain manufacturing facilities.
For the nine months ended September 30, 2004, the dairy foods segment
recorded a restructuring reversal of $0.4 million related to the closure of a
facility in Volga, South Dakota. For the nine months ended September 30, 2003,
the Company recorded restructuring charges of $2.8 million. Of this amount,
dairy foods recorded a restructuring charge of $1.9 million, feed recorded a
restructuring charge of $0.6 million, and seed recorded a restructuring charge
of $0.3 million for costs related to closing facilities.
IMPAIRMENT CHARGES
For the three months ended September 30, 2004, the feed segment recorded a
$0.7 million charge for the impairment of assets held for sale. The swine
segment recorded a $0.1 million impairment charge on certain assets. For the
three months ended September 30, 2003, the Company recorded no impairment
charges.
For the nine months ended September 30, 2004, the seed segment recorded
goodwill impairment charges of $1.5 million and the feed segment recorded an
impairment of $1.0 million for assets held for sale. For the nine months ended
September 30, 2003, the Company recorded impairment charges of $0.3 million in
the seed segment and $0.1 million in the feed segment for write-downs of certain
plant assets to their estimated fair values.
15. LEGAL SETTLEMENTS
During the nine months ended September 30, 2004 and 2003, the Company
recognized gains on legal settlements of $4.3 million and $22.5 million,
respectively, of which a loss of $0.3 million was recognized for the three
months ended September 30, 2004, and $3.4 million of gains were recognized for
the three months ended September 30, 2003. The $0.3 million loss represents a
cash payment made to settle certain patent disputes. The gains for the nine
months ended September 30, 2004 and 2003 primarily represent cash received from
product suppliers against whom the Company alleged certain price-fixing claims.
16. OTHER (INCOME) EXPENSE, NET
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
---- ---- ------- -----
(Gain) loss on sale of investments ....... $ (9) $ 26 $ 134 $(820)
Gain on sale of intangible ............... -- -- -- (550)
Loss (gain) on divestiture of businesses.. 28 -- (1,636) 700
---- ---- ------- -----
Total other expense (income), net ........ $ 19 $ 26 $(1,502) $(670)
==== ==== ======= =====
11
During the nine months ended September 30, 2004, the Company recorded a
$0.1 million loss on the sale of investments and a $1.7 million gain on the
divestiture of QC, Inc., an environmental, dairy and food testing company.
During the nine months ended September 30, 2003, the Company recorded a $0.8
million gain on sale of an investment in a swine joint venture within the feed
segment, a $0.6 million gain on the sale of a customer list within the feed
segment, and $0.7 million loss on divestiture of a business within the feed
segment.
17. SEGMENT INFORMATION
The Company operates in six segments: Dairy Foods, Feed, Seed, Swine,
Agronomy and Layers.
The dairy foods segment produces, markets, and sells products such as
butter, spreads, cheese, and other dairy related products. Products are sold
under well-recognized national brand names including LAND O LAKES, the Indian
Maiden logo and Alpine Lace, as well as under regional brand names such as New
Yorker.
The feed segment is largely comprised of the operations of Land O'Lakes
Purina Feed LLC ("Land O'Lakes Purina Feed"), the Company's wholly owned
subsidiary. Land O'Lakes Purina Feed develops, produces, markets and distributes
animal feeds such as ingredient feed, formula feed, milk replacers, vitamins and
additives.
The seed segment is a supplier and distributor of crop seed products in
the United States. A variety of crop seed is sold, including alfalfa, soybeans,
corn, forage and turf grasses.
The swine segment has two programs: farrow-to-finish and swine aligned.
The farrow-to-finish program produces and sells market hogs. The swine aligned
program raises feeder pigs which are sold to local member cooperatives.
The agronomy segment consists primarily of the Company's 50% ownership in
Agriliance LLC ("Agriliance"), which is accounted for under the equity method.
Agriliance markets and sells two primary product lines: crop protection
(including herbicides and pesticides) and crop nutrients (including fertilizers
and micronutrients).
The layers segment consists of the Company's MoArk joint venture, which
was consolidated as of July 1, 2003. MoArk produces and markets shell eggs and
egg products that are sold at retail and wholesale for consumer and industrial
use throughout the United States.
The Company allocates corporate administration expense to all of its
business segments, both directly and indirectly. Corporate staff functions that
are able to determine actual services provided to each segment allocate expense
on a direct and predetermined basis. All other corporate staff functions
allocate expense indirectly based on each segment's percent of total invested
capital. A majority of corporate administration expense is allocated directly.
12
OTHER/
DAIRY FOODS FEED SEED SWINE AGRONOMY LAYERS ELIMINATION CONSOLIDATED
----------- --------- -------- -------- -------- -------- ----------- ------------
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2004
Net sales ............................ $ 951,705 $ 665,695 $ 48,901 $ 24,246 $ -- $111,285 $ (5,320) $ 1,796,512
Cost of sales (1) .................... 913,954 620,055 42,099 26,547 (2) 108,590 (5,329) 1,705,914
Selling, general and administration .. 35,526 55,055 10,494 1,429 2,961 7,882 (178) 113,169
Restructuring and impairment
(recoveries) charges ................ (1,155) 740 -- 142 -- -- -- (273)
Interest expense (income), net ....... 7,070 7,077 (413) 1,482 2,469 3,097 (790) 19,992
Loss on legal settlements ............ 250 -- -- -- -- -- -- 250
Other expense (income), net .......... 28 (10) -- -- -- -- 1 19
Equity in (earnings) loss of
affiliated companies ............... (214) (220) -- (1,097) 3,034 1,633 (1) 3,135
Minority interest in earnings of
subsidiaries ........................ -- 203 -- -- -- -- 1 204
--------- --------- -------- -------- ------- -------- ---------- ------------
(Loss) earnings before income taxes .. $ (3,754) $ (17,205) $ (3,279) $ (4,257) $(8,462) $ (9,917) $ 976 $ (45,898)
========= ========= ======== ======== ======= ======== ========== ============
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2003
Net sales ............................ $ 785,860 $ 588,882 $ 46,483 $22,824 $ -- $142,129 $ (3,209) $ 1,582,969
Cost of sales (1) .................... 746,380 528,390 36,330 21,701 -- 121,440 (4,886) 1,449,355
Selling, general and administration .. 33,653 56,626 12,286 1,334 3,228 12,075 1,139 120,341
Restructuring and impairment charges . 300 -- 2 -- -- -- -- 302
Interest expense (income), net ....... 7,108 8,258 (413) 1,630 1,723 3,427 (630) 21,103
Gain on legal settlements ............ (65) (3,290) -- -- -- -- -- (3,355)
Other expense ........................ -- 26 -- -- -- -- -- 26
Equity in (earnings) loss of
affiliated companies ................ (2,192) (189) -- (339) 464 (3,344) 13 (5,587)
Minority interest in earnings of
subsidiaries ........................ -- 723 -- -- -- -- -- 723
--------- --------- -------- -------- ------- -------- ---------- ------------
(Loss) earnings before income taxes... $ 676 $ (1,662) $ (1,722) $ (1,502) $(5,415) $ 8,531 $ 1,155 $ 61
========= ========= ======== ======== ======= ======== ========== ============
13
OTHER/
DAIRY FOODS FEED SEED SWINE AGRONOMY LAYERS ELIMINATION CONSOLIDATED
------------ ----------- --------- -------- -------- --------- ----------- ------------
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2004
Net sales ....................... $ 2,893,859 $ 2,023,164 $ 423,261 $ 70,227 $ -- $ 429,932 $ (16,022) $ 5,824,421
Cost of sales (1) ............... 2,770,901 1,851,531 368,434 75,081 (2) 375,411 (16,031) 5,425,325
Selling, general and
administration ................. 119,395 175,937 37,183 4,190 10,080 26,086 187 373,058
Restructuring and impairment
(recoveries) charges ........... (355) 950 1,480 142 -- -- -- 2,217
Interest expense (income),
net ............................ 21,797 20,234 2,306 4,472 6,872 10,586 (2,238) 64,029
Loss (gain) on legal
settlements .................... 584 (4,433) -- -- -- (448) -- (4,297)
Other (income) expense, net ..... (1,636) 56 -- 78 -- -- -- (1,502)
Equity in (earnings) loss
of affiliated companies ........ (5,172) (1,216) -- (1,716) (46,572) (8,722) 7 (63,391)
Minority interest in
earnings of subsidiaries ....... -- 1,323 -- -- -- -- -- 1,323
----------- ----------- --------- -------- -------- --------- ---------- -----------
(Loss) earnings before
income taxes ................... $ (11,655) $ (21,218) $ 13,858 $(12,020) $ 29,622 $ 27,019 $ 2,053 $ 27,659
=========== =========== ========= ======== ======== ========= ========== ===========
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2003
Net sales ....................... $ 2,089,693 $ 1,785,035 $ 349,475 $ 66,490 $ -- $ 142,129 $ 1,759 $ 4,434,581
Cost of sales (1) ............... 1,982,831 1,584,960 298,599 64,982 -- 121,440 (2,716) 4,050,096
Selling, general and
administration ................. 106,236 172,649 34,557 3,934 9,911 13,053 5,396 345,736
Restructuring and
impairment charges ............. 1,900 707 562 -- -- -- -- 3,169
Interest expense (income),
net ............................ 21,157 22,100 1,838 4,343 6,465 6,073 (1,757) 60,219
Gain on legal settlements ....... (103) (22,429) -- -- -- -- -- (22,532)
Other income .................... -- (670) -- -- -- -- -- (670)
Equity in (earnings) loss
of affiliated companies ........ (3,322) (921) -- (49) (44,173) (7,597) 44 (56,018)
Minority interest in
earnings of subsidiaries ....... -- 3,639 -- -- -- -- -- 3,639
----------- ----------- --------- -------- -------- --------- ---------- -----------
(Loss) earnings before
income taxes ................... $ (19,006) $ 25,000 $ 13,919 $ (6,720) $ 27,797 $ 9,160 $ 792 $ 50,942
=========== =========== ========= ======== ======== ========= ========== ===========
(1) Cost of sales includes
unrealized hedging losses
(gains) of:
For the three months ended
September 30, 2004 ............ $ 2,799 $ 11,554 $ 3,171 $ (65) $ -- $ 2,415 $ -- $ 19,874
For the three months ended
September 30, 2003 ............ 735 (280) (962) (416) -- -- -- (923)
For the nine months ended
September 30, 2004 ............ 93 15,789 6,510 3,789 -- 2,169 -- 28,350
For the nine months ended
September 30, 2003 ............ 39 (3,833) (1,267) (1,836) -- -- -- (6,897)
14
18. CONSOLIDATING FINANCIAL INFORMATION
The Company has entered into financing arrangements which are guaranteed
by the Company and certain of its wholly-owned subsidiaries (the "Guarantor
Subsidiaries"). Such guarantees are full, unconditional and joint and several.
In June 2004, the Company completed the purchase of the remaining 8% of
Land O' Lakes Farmland Feed LLC from Farmland Industries, giving the Company
100% ownership of the Entity. (Effective as of October 21, 2004, Land O'Lakes
Farmland Feed LLC has been renamed Land O' Lakes Purina Feed LLC.) Accordingly,
the Land O'Lakes Purina Feed LLC financial information, except for its
majority-owned subsidiaries which are excluded from the guarantee, has been
combined with the wholly-owned consolidated guarantors in the following
supplemental financial information.
The following supplemental financial information sets forth, on an
unconsolidated basis, balance sheet, statement of operations and cash flow
information for Land O'Lakes, Guarantor Subsidiaries and Land O'Lakes 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.
15
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2004
LAND WHOLLY-
O'LAKES, INC. OWNED
PARENT CONSOLIDATED NON-GUARANTOR
COMPANY GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------ ------------- ------------ ------------
ASSETS
Current assets:
Cash and short-term
investments ................... $ 51,782 $ (8,033) $ 30,03 $ -- $ 73,781
Restricted cash .................. 20,264 -- -- -- 20,264
Receivables, net ................. 154,172 242,705 101,749 (194,928) 303,698
Inventories ...................... 324,229 147,218 49,663 -- 521,110
Prepaid expenses ................. 35,334 6,250 2,954 -- 44,538
Other current assets ............. 19,159 11,951 5,950 -- 37,060
------------ ------------ ------------ ------------ ------------
Total current assets ........ 604,940 400,091 190,348 (194,928) 1,000,451
Investments ........................ 1,332,372 19,037 8,952 (826,231) 534,130
Property, plant and equipment, net.. 225,986 229,714 161,947 -- 617,647
Property under capital lease, net .. 1 30 102,667 -- 102,698
Goodwill ........................... 186,349 81,999 64,245 -- 332,593
Other intangibles .................. 1,816 95,077 3,220 -- 100,113
Other assets ....................... 54,544 34,628 55,115 (19,566) 124,721
------------ ------------ ------------ ------------ ------------
Total assets ................ $ 2,406,008 $ 860,576 $ 586,494 $ (1,040,725) $ 2,812,353
============ ============ ============ ============ ============
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term
obligations .................... $ 115,527 $ 2,964 $ 94,116 $ (160,971) $ 51,636
Current portion of long-term debt.. 3,080 40,239 6,980 (40,189) 10,110
Current portion of obligations
under capital lease ............ -- -- 10,338 -- 10,338
Accounts payable .................. 237,116 136,547 34,766 (4,334) 404,095
Accrued expenses .................. 178,472 42,571 19,816 -- 240,859
Patronage refunds and other
member equities payable ......... 11,264 -- -- -- 11,264
------------ ------------ ------------ ------------ ------------
Total current liabilities .... 545,459 222,321 166,016 (205,494) 728,302
Long-term debt ...................... 856,799 10,183 77,695 (9,000) 935,677
Obligations under capital lease ..... -- 11 93,110 -- 93,121
Employee benefits and other
liabilities ....................... 116,668 28,980 13,437 -- 159,085
Minority.interests .................. -- 6,231 2,855 -- 9,086
Equities:
Capital stock ..................... 2,084 469,073 129,286 (598,359) 2,084
Member.equities ................... 869,321 -- -- -- 869,321
Accumulated other
comprehensive loss .............. (64,435) (653) -- 653 (64,435)
Retained earnings ................. 80,112 124,430 104,095 (228,525) 80,112
------------ ------------ ------------ ------------ ------------
Total equities ............... 887,082 592,850 233,381 (826,231) 887,082
------------ ------------ ------------ ------------ ------------
Commitments and contingencies
Total liabilities and
equities .......................... $ 2,406,008 $ 860,576 $ 586,494 $ (1,040,725) $ 2,812,353
============ ============ ============ ============ ============
16
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004
LAND WHOLLY-
O'LAKES, OWNED
INC.PARENT CONSOLIDATED NON-GUARANTOR
COMPANY GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
---------- ------------ ------------- ------------ ------------
Net sales ................................ $ 849,851 $ 754,264 $ 192,397 $ -- $ 1,796,512
Cost of sales ............................ 808,106 707,578 190,230 -- 1,705,914
---------- ----------- ------------ ----------- ------------
Gross profit ............................. 41,745 46,686 2,167 -- 90,598
Selling, general and administrative ...... 48,934 54,698 9,537 -- 113,169
Restructuring and impairment (recoveries)
charges ................................ (2,493) 2,220 -- -- (273)
---------- ----------- ------------ ----------- ------------
Loss from operations ..................... (4,696) (10,232) (7,370) -- (22,298)
Interest expense (income), net ........... 17,456 863 1,673 -- 19,992
Loss on legal settlements ................ 250 -- -- -- 250
Other expense (income), net .............. 646 (627) -- -- 19
Loss (equity) in earnings of affiliated
companies .............................. 22,829 (250) 1,632 (21,076) 3,135
Minority interest in (loss) earnings of
subsidiaries ........................... -- (16) 220 -- 204
---------- ----------- ------------ ----------- ------------
(Loss) earnings before income taxes ...... (45,877) (10,202) (10,895) 21,076 (45,898)
Income tax (benefit) expense ............. (15,994) 93 (114) -- (16,015)
---------- ----------- ------------ ----------- ------------
Net (loss) earnings ...................... $ (29,883) $ (10,295) $ (10,781) $ 21,076 $ (29,883)
========== =========== ============ =========== ============
17
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
LAND WHOLLY-
O'LAKES, OWNED
INC.PARENT CONSOLIDATED NON-GUARANTOR
COMPANY GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
---------- ------------ ------------- ------------ ------------
Net sales ................................ $2,940,684 $ 2,207,627 $ 676,110 $ -- $ 5,824,421
Cost of sales ............................ 2,778,650 2,026,474 620,201 -- 5,425,325
---------- ------------ ------------- ----------- ------------
Gross profit ............................. 162,034 181,153 55,909 -- 399,096
Selling, general and administrative ...... 161,827 180,005 31,226 -- 373,058
Restructuring and impairment (recoveries)
charges ................................ (213) 2,430 -- -- 2,217
---------- ------------ ------------- ----------- ------------
Earnings (loss) from operations .......... 420 (1,282) 24,683 -- 23,821
Interest expense, net .................... 57,486 932 5,611 -- 64,029
Gain on legal settlements ................ (3,560) (289) (448) -- (4,297)
Other (income) expense, net .............. (941) (561) -- -- (1,502)
Equity in (earnings) loss of affiliated
companies .............................. (74,655) (1,106) (8,722) 21,092 (63,391)
Minority interest in earnings (loss) of
subsidiaries ........................... 459 (16) 880 -- 1,323
---------- ------------ ------------- ----------- ------------
Earnings (loss) before income taxes ...... 21,631 (242) 27,362 (21,092) 27,659
Income tax (benefit) expense ............. (10,355) 208 5,820 -- (4,327)
---------- ------------ ------------- ----------- ------------
Net earnings (loss) ...................... $ 31,986 $ (450) $ 21,542 $ (21,092) $ 31,986
========== ============ ============= =========== ============
18
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
LAND WHOLLY-
O'LAKES, OWNED
INC.PARENT CONSOLIDATED NON-GUARANTOR
COMPANY GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
---------- ------------ ------------- ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) .................................... $ 31,986 $ (450) $ 21,542 $ (21,092) $ 31,986
Adjustments to reconcile net earnings
(loss) to net cash provided by operating activities:
Depreciation and amortization ........................ 38,006 27,097 17,381 -- 82,484
Amortization of deferred financing costs ............. 4,172 -- 460 -- 4,632
Bad debt expense ..................................... 1,170 -- -- -- 1,170
Proceeds from patronage revolvement
received ........................................... 3,586 -- -- -- 3,586
Non-cash patronage income ............................ (1,116) -- -- -- (1,116)
Deferred income tax expense .......................... (1,154) -- -- -- (1,154)
(Increase) decrease in other assets .................. (5,859) 6,121 1,173 287 1,722
Increase (decrease) in other liabilities ............. 9,347 (6,154) (4,618) 632 (793)
Restructuring and impairment (recoveries) charges .... (213) 2,430 -- -- 2,217
Gain on divestiture of business ...................... (1,636) -- -- -- (1,636)
Equity in (earnings) loss of affiliated
companies .......................................... (74,655) (1,106) (8,722) 21,092 (63,391)
Minority interests ................................... 459 (16) 880 -- 1,323
Other ................................................ (1,819) -- -- -- (1,819)
Changes in current assets and liabilities, net of
acquisitions and divestitures:
Receivables .......................................... 245,605 16,183 15,397 35,675 312,860
Inventories .......................................... (58,173) 30,790 3,231 -- (24,152)
Other current assets ................................. 206,305 (6,271) 1,666 -- 201,700
Accounts payable ..................................... (329,084) (33,653) (3,940) 8,737 (357,940)
Accrued expenses ..................................... 17,348 (19,234) 1,609 -- (277)
---------- ----------- ----------- ----------- ------------
Net cash provided by operating activities .............. 84,275 15,737 46,059 45,331 191,402
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment ............. (22,210) (14,034) (33,732) -- (69,976)
Acquisition of minority interest ....................... (12,150) -- -- -- (12,150)
Payments for investments ............................... (39,192) -- -- 38,500 (692)
Net proceeds from divestiture of businesses ............ 7,500 -- -- -- 7,500
Proceeds from sale of investments ...................... 2,176 274 -- -- 2,450
Proceeds from sale of property, plant
and equipment ........................................ 8,590 1,445 536 -- 10,571
Dividends from investments in affiliated
companies ............................................ 33,933 760 11,062 (10,600) 35,155
Increase in restricted cash ............................ (146) -- -- -- (146)
Other .................................................. 382 -- -- -- 382
---------- ----------- ----------- ----------- ------------
Net cash (used) provided by investing
activities ........................................... (21,117) (11,555) (22,134) 27,900 (26,906)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term debt ................. 52,913 (16,319) (20,092) (45,331) (28,829)
Proceeds from issuance of long-term debt ............... 348 14 16,930 -- 17,293
Principal payments on long-term debt ................... (127,064) (117) (17,135) -- (144,317)
Principal payments on obligations under
capital lease ........................................ -- -- (7,810) -- (7,810)
Payments for redemption of member
equities ............................................. (32,886) -- -- -- (32,886)
Payments for debt issuance costs ....................... (4,321) -- -- -- (4,321)
Other .................................................. (119) -- 27,900 (27,900) (119)
---------- ----------- ----------- ----------- ------------
Net cash used by financing activities .................. (111,129) (16,422) (207) (73,231) (200,989)
---------- ----------- ----------- ----------- ------------
Net (decrease) increase in cash ........................ (47,971) (12,240) 23,718 -- (36,493)
Cash and short-term investments at beginning
of period .............................................. 99,753 4,207 6,314 -- 110,274
---------- ----------- ----------- ----------- ------------
Cash and short-term investments at end of
period ................................................. $ 51,782 $ (8,033) $ 30,032 $ -- $ 73,781
========== =========== =========== =========== ============
19
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2003
LAND WHOLLY- MAJORITY-
O'LAKES, INC. OWNED OWNED
PARENT CONSOLIDATED CONSOLIDATED NON-GUARANTOR
COMPANY GUARANTORS GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------ ------------ ------------- ------------ ------------
ASSETS
Current assets:
Cash and short-term
investments............. $ 99,753 $ 4,207 $ -- $ 6,314 $ -- $ 110,274
Restricted cash.......... 20,118 -- -- -- -- 20,118
Receivables, net......... 386,678 82,097 194,002 120,064 (159,254) 623,587
Inventories.............. 265,924 45,981 132,027 52,894 -- 496,826
Prepaid expenses......... 227,495 3,053 10,975 4,850 -- 246,373
Other current assets..... 33,968 2,318 -- 5,720 -- 42,006
------------ ------------ ------------ ------------ ------------ ------------
Total current assets... 1,033,936 137,656 337,004 189,842 (159,254) 1,539,184
Investments................ 1,311,131 223 18,587 11,227 (834,527) 506,641
Property, plant and
equipment, net........... 246,803 13,357 228,100 136,371 -- 624,631
Property under capital
lease, net............... -- -- 31 109,114 -- 109,145
Goodwill................... 183,665 3,224 121,993 64,201 -- 373,083
Other intangibles.......... 1,140 3,041 95,241 3,516 -- 102,938
Other assets............... 65,734 4,464 26,483 56,036 (19,279) 133,438
------------ ------------ ------------ ------------ ------------ ------------
Total assets........... $ 2,842,409 $ 161,965 $ 827,439 $ 570,307 $ (1,013,060) $ 3,389,060
============ ============ ============ ============ ============ ============
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term
obligations............... $ 62,802 $ 2,927 $ 165 $ 114,208 $ (99,399) $ 80,703
Current portion of
long-term debt............ 1,786 56,430 -- 6,055 (56,430) 7,841
Current portion of
obligations under
capital lease............. -- -- -- 10,399 -- 10,399
Accounts payable........... 566,201 59,621 110,238 38,706 (13,072) 761,694
Accrued expenses........... 145,705 23,740 38,824 18,207 -- 226,476
Patronage refunds and
other member equities
payable.................... 19,449 -- -- -- -- 19,449
----------- ------------ ------------ ------------ ------------ ------------
Total current
liabilities............. 795,943 142,718 149,227 187,575 (168,901) 1,106,562
Long-term debt............... 984,884 9,769 -- 79,729 (9,000) 1,065,382
Obligations under capital
lease...................... -- -- 14 99,636 -- 99,650
Employee benefits and other
liabilities................ 127,881 1,256 28,803 18,055 (632) 175,363
Minority interests........... 54,337 -- 2,561 5,841 -- 62,739
Equities:
Capital stock.............. 2,125 1,216 502,506 95,745 (599,467) 2,125
Member equities............ 866,586 -- -- -- -- 866,586
Accumulated other
comprehensive loss........ (64,669) -- -- -- -- (64,669)
Retained earnings.......... 75,322 7,006 144,328 83,726 (235,060) 75,322
------------ ------------ ------------ ------------ ------------ ------------
Total equities........... 879,364 8,222 646,834 179,471 (834,527) 879,364
------------ ------------ ------------ ------------ ------------ ------------
Commitments and contingencies
Total liabilities and
equities................... $ 2,842,409 $ 161,965 $ 827,439 $ 570,307 $ (1,013,060) $ 3,389,060
============ ============ ============ ============ ============ ============
20
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
LAND WHOLLY- MAJORITY-
O'LAKES, OWNED OWNED
INC. PARENT CONSOLIDATED CONSOLIDATED NON-GUARANTOR
COMPANY GUARANTORS GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ ------------- ------------ ------------
Net sales.......................... $ 758,365 $ 65,744 $ 522,966 $ 235,894 $ -- $ 1,582,969
Cost of sales...................... 704,006 63,387 467,664 214,298 -- 1,449,355
---------- ----------- ----------- ------------ ----------- -------------
Gross profit....................... 54,359 2,357 55,302 21,596 -- 133,614
Selling, general and
administration................... 46,470 3,989 54,802 15,080 -- 120,341
Restructuring and impairment
charges.......................... 302 -- -- -- -- 302
---------- ----------- ----------- ------------ ---------- -------------
Earnings (loss) from operations.... 7,587 (1,632) 500 6,516 -- 12,971
Interest expense (income), net..... 19,564 614 (1,609) 2,534 -- 21,103
Gain on legal settlements.......... (3,148) -- (207) -- -- (3,355)
Loss on sale of investment......... -- -- 26 -- -- 26
Equity in (earnings) loss of
affiliated companies............. (6,516) -- (248) (3,297) 4,474 (5,587)
Minority interest in earnings of
of subsidiaries.................. 345 -- 139 239 -- 723
---------- ----------- ----------- ------------ ---------- -------------
(Loss) earnings before income
taxes............................ (2,658) (2,246) 2,399 7,040 (4,474) 61
Income tax (benefit) expense....... (1,025) (1,066) -- 3,785 -- 1,694
---------- ----------- ----------- ------------ ---------- -------------
Net (loss) earnings................ $ (1,633) $ (1,180) $ 2,399 $ 3,255 $ (4,474) $ (1,633)
========== =========== =========== ============ ========== =============
21
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
LAND WHOLLY- MAJORITY-
O'LAKES, OWNED OWNED
INC. PARENT CONSOLIDATED CONSOLIDATED NON-GUARANTOR
COMPANY GUARANTORS GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ ------------- ------------ ------------
Net sales.......................... $ 2,273,554 $ 164,446 $ 1,692,017 $ 304,564 $ -- $ 4,434,581
Cost of sales...................... 2,101,516 156,713 1,501,445 290,422 -- 4,050,096
----------- ----------- ------------ ------------ ----------- ------------
Gross profit....................... 172,038 7,733 190,572 14,142 -- 384,485
Selling, general and
administration................... 146,890 10,438 170,352 18,056 -- 345,736
Restructuring and impairment
charges.......................... 1,902 560 707 -- -- 3,169
----------- ----------- ------------ ------------ ----------- ------------
Earnings (loss) from operations.... 23,246 (3,265) 19,513 (3,914) -- 35,580
Interest expense (income), net..... 59,974 1,955 (4,889) 3,179 -- 60,219
Gain on legal settlements.......... (19,323) -- (3,209) -- -- (22,532)
Other expense (income), net........ 700 -- (820) (550) -- (670)
Equity in (earnings) loss of
affiliated companies............. (73,166) -- (804) (3,297) 21,249 (56,018)
Minority interest in earnings of
subsidiaries..................... 2,522 -- 510 607 -- 3,639
----------- ----------- ------------ ------------ ----------- ------------
Earnings (loss) before income
taxes............................ 52,540 (5,220) 28,725 (3,853) (21,249) 50,942
Income tax expense (benefit)....... 9,621 (987) -- (610) -- 8,023
----------- ----------- ------------ ------------ ----------- ------------
Net earnings (loss)................ $ 42,919 $ (4,233) $ 28,725 $ (3,243) $ (21,249) $ 42,919
=========== =========== ============ ============ =========== ============
22
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
LAND WHOLLY- MAJORITY-
O'LAKES, OWNED OWNED
INC. PARENT CONSOLIDATED CONSOLIDATED NON-GUARANTOR
COMPANY GUARANTORS GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ ------------- ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net earnings (loss) $ 42,919 $ (4,233) $ 28,725 $ (3,243) $ (21,249) $ 42,919
Adjustments to reconcile net
earnings (loss) to net cash
provided (used) by operating
activities:
Depreciation and amortization...... 42,728 1,662 29,557 9,513 -- 83,460
Amortization of deferred
financing charges................. 3,489 -- -- -- -- 3,489
Bad debt expense................... 922 -- 1,777 -- -- 2,699
Proceeds from patronage
revolvement received.............. 2,671 -- -- -- -- 2,671
Non-cash patronage income.......... (1,638) -- -- -- -- (1,638)
Receivable from legal settlement... 90,707 -- 6,000 -- -- 96,707
Deferred income tax expense........ 6,757 -- -- -- -- 6,757
(Increase) decrease in other
assets............................ (6,778) 11,649 (549) (665) 5,251 8,908
Increase (decrease) in other
liabilities....................... 5,811 (76) (1,672) (36) -- 4,027
Restructuring and impairment
charges........................... 1,902 560 707 -- -- 3,169
Loss on divestiture of business.... 700 -- -- -- -- 700
Equity in (earnings) loss of
affiliated companies.............. (73,166) -- (804) (3,297) 21,249 (56,018)
Minority interest.................. 2,522 -- 510 607 -- 3,639
Other.............................. (14,136) 879 (1,253) 1,887 -- (12,623)
Changes in current assets and
liabilities, net of acquisitions
and divestitures:
Receivables........................ 65,411 11,581 86,838 (28,200) 2,967 138,597
Inventories........................ (37,986) 23,926 3,465 (5,812) (1) (16,408)
Other current assets............... 145,060 1,050 2,401 839 -- 149,350
Accounts payable................... (153,642) (45,681) (46,469) 1,858 (100,548) (344,482)
Accrued expenses................... 16,966 919 398 2,803 (7,029) 14,057
----------- ----------- ----------- ----------- ----------- -----------
Net cash provided (used) by
operating activities............... 141,219 2,236 109,631 (23,746) (99,360) 129,980
CASH FLOWS FROM INVESTING
ACTIVITIES:
Additions to property, plant and
equipment.......................... (32,091) (582) (15,678) (6,978) -- (55,329)
Payments for investments............ (9,815) -- -- -- -- (9,815)
Proceeds from divestiture of
business........................... 465 -- -- -- -- 465
Proceeds from sale of investments... -- -- 3,000 -- -- 3,000
Proceeds from sale of property,
plant and equipment................. 16,148 -- 1,936 -- -- 18,084
Dividends from investments in
affiliated companies............... 5,193 -- -- -- -- 5,193
Increase in restricted cash......... (20,000) -- -- -- -- (20,000)
Other............................... 458 -- 2,540 -- -- 2,998
----------- ----------- ----------- ----------- ----------- -----------
Net cash used by investing
activities......................... (39,642) (582) (8,202) (6,978) -- (55,404)
CASH FLOWS FROM FINANCING
ACTIVITIES:
(Decrease) increase in short-term
debt............................... (23,554) -- 1,165 5,659 30,060 13,330
Proceeds from issuance of long-term
debt............................... 6,215 -- -- -- -- 6,215
Payments on principal of long-term
debt............................... (106,890) (236) (92,682) (2,028) 94,710 (107,126)
Payments on principal of capital
lease obligation................... -- -- -- (7,171) -- (7,171)
Payments for redemption of member
equities........................... (23,797) -- -- -- -- (23,797)
Other............................... 446 (75) (5,894) 31,379 (25,410) 446
----------- ----------- ----------- ----------- ----------- -----------
Net cash (used) provided by
financing activities............... (147,580) (311) (97,411) 27,839 99,360 (118,103)
----------- ----------- ----------- ----------- ----------- -----------
Net (decrease) increase in cash
and short- term investment......... (46,003) 1,343 4,018 (2,885) -- (43,527)
Cash and short-term investments at
beginning of period................. 58,334 2,584 (1,461) 4,870 -- 64,327
----------- ----------- ----------- ----------- ----------- -----------
Cash and short-term investments at
end of Period....................... $ 12,331 $ 3,927 $ 2,557 $ 1,985 $ -- $ 20,800
=========== =========== =========== =========== =========== ===========
23
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read the following discussions of financial condition and
results of operations together with the financial statements and the notes to
such statements included elsewhere in this Form 10-Q.
OVERVIEW
GENERAL
We operate our business predominantly in the United States in six
segments: Dairy Foods, Feed, Seed, Swine, Agronomy and Layers. For the three
months ended September 30, 2004, we reported net sales of $1.8 billion and a net
loss of $29.9 million compared to net sales of $1.6 billion and a net loss of
$1.6 million for the three months ended September 30, 2003. For the nine months
ended September 30, 2004, we reported net sales of $5.8 billion and net earnings
of $32.0 million compared to net sales of $4.4 billion and net earnings of $42.9
million for the nine months ended September 30, 2003. For the three months ended
September 30, 2004, weaker margin performance in feed and dairy foods and an
after-tax unrealized hedging loss of $11.9 million compared to an after-tax
unrealized hedging gain of $0.4 million in 2003 were the primary reasons for the
net earnings decline. For the nine months ended September 30, 2004, weaker
margin performance in feed and dairy foods and an after-tax unrealized hedging
loss of $17.2 million compared to an after-tax unrealized hedging gain of $4.1
million in 2003 were the primary reasons for the net earnings decline.
In April 2004 and June 2004, we announced our intention to reposition our
layers and swine segments, respectively, for strategic growth. Several
repositioning alternatives are being considered.
In April and May of 2004, we entered into three $50 million
fixed-to-floating interest rate swap agreements, designated as fair value
hedges, in an effort to return to historical exposure levels for floating
interest rate debt. These swaps mirror the terms of the 8.75% notes and
effectively convert $150 million of such notes from a fixed 8.75% rate to an
effective rate of LIBOR plus 385 basis points. As a result of these swap
positions, $1.1 million and $2.0 million of reduced interest expense was
realized for the three and nine months ended September 30, 2004, respectively.
In June 2004, we completed the purchase of the remaining 8% of Land
O'Lakes Farmland Feed LLC from Farmland Industries. As of October 2004, we
renamed this wholly-owned business Land O'Lakes Purina Feed LLC. We paid $12.2
million in cash to purchase the minority interest. As a result, a minority
interest of $55 million for this joint venture was eliminated from our
consolidated balance sheet.
In July 2004, we obtained an additional $15 million in commitments to our
revolving credit facility, increasing the total commitments under this facility
to $200 million.
UNCONSOLIDATED BUSINESSES
We have investments in certain entities that are not consolidated in our
financial statements. Equity in losses from our unconsolidated businesses were
$3.1 million for the three months ended September 30, 2004 compared to $5.6
million for the three months ended September 30, 2003. Equity in earnings from
our unconsolidated businesses amounted to $63.4 million compared to equity in
earnings of $56.0 million for the nine months ended September 30, 2004 and
September 30, 2003, respectively. Our investment in unconsolidated businesses
amounted to $534.1 million at September 30, 2004 and $506.6 million at December
31, 2003. Cash flow from our equity investments for the nine months ended
September 30, 2004 was $35.2 million compared to $5.2 million for the nine
months ended September 30, 2003.
Agriliance and CF Industries, Inc. constitute the most significant of our
investments in unconsolidated businesses, both of which are reflected in our
agronomy segment results. We hold a 50% ownership interest in Agriliance as does
United Country Brands (wholly-owned by CHS Inc.). CF Industries is an
inter-regional cooperative in which we have a 38% ownership interest based on
our member product purchases. Our ownership in Agriliance is accounted for under
the equity method and our interest in CF Industries is accounted for on a cost
basis. Our investments in, and earnings from, Agriliance and CF Industries were
as follows as of and for the nine months ended:
24
SEPTEMBER 30,
----------------------
2004 2003
------ ------
(IN MILLIONS)
AGRILIANCE:
Investment ......... $118.3 $125.6
Equity in earnings.. 44.4 41.8
CF INDUSTRIES:
Investment ......... $249.5 $249.5
Patronage income ... -- --
For the three months ended September 30, 2004, Agriliance reported a net
loss of $10.6 million, $5.9 million higher than the $4.7 million loss for the
three months ended September 30, 2003. This decrease is primarily attributed to
lower margins in the retail and crop protection units caused by larger than
usual crop protection rebates in 2003. The lower margins were partially offset
by reduced operating expenses resulting from early retirement costs and
insurance claims from 2003 that were not incurred in 2004.
For the nine months ended September 30, 2004, net earnings for Agriliance
were $88.8 million, up $5.3 million versus the same period for 2003. This
increase is the result of a $15.7 million increase in earnings from the crop
protection division primarily due to increased vendor rebates. In addition,
earnings in the AFC joint venture increased by $3.5 million. Partially
offsetting these increases was a $14.4 million decrease in earnings from the
retail business primarily due to a transfer price adjustment of $17 million. We
received cash distributions totaling $20.0 million from Agriliance during the
nine months ended September 30, 2004 versus $0.0 during the nine months ended
September 30, 2003. We expect an additional $11.0 million cash distribution from
Agriliance in the three months ended December 31, 2004.
Given a recent upturn in crop nutrient markets, CF Industries has returned
to a level of overall profitability in 2004. Since CF Industries is a
cooperative, we only receive earnings from our investment when the cooperative
allocates and distributes patronage to us. No patronage was allocated and
distributed to us in the nine months ended September 30, 2004, nor has any
patronage been allocated during for the last four years because CF Industries
realized losses in those years. We anticipate that no patronage allocations will
occur until these losses have been recouped.
Our layers segment consists of our joint venture in MoArk, LLC. Through
June 30, 2003, MoArk was unconsolidated and our interest was recorded only as
equity in earnings or loss from affiliated companies using the equity method of
accounting. Effective July 1, 2003, MoArk was consolidated in our financial
statements as required by Financial Accounting Standards Board Interpretation
No. 46 ("FIN 46"), and we did not restate prior periods. Accordingly, the
financial statements for the nine months ended September 30, 2004 and the nine
months ended September 30, 2003 are not comparable. Sales of $111.3 million and
$142.1 million and gross profit of $2.7 million and $20.7 million were recorded
for the three months ended September 30, 2004 and 2003, respectively. Sales of
$429.9 million and gross profit of $54.5 million were recorded for the nine
months ended September 30, 2004 in this segment.
SEASONALITY
Certain segments of our business are subject to seasonal fluctuations in
demand. In our dairy foods segment, butter sales typically increase in the fall
and winter months due to increased demand during holiday periods. Feed sales
tend to increase in the first and fourth quarter of each year because cattle are
less able to graze during cooler months. Most seed sales occur in the first and
fourth quarters of each year. Agronomy product sales tend to be much higher in
the first and second quarter of each year, as farmers buy crop nutrient and crop
protection products to meet their seasonal needs.
DAIRY AND AGRICULTURAL COMMODITY INPUTS AND OUTPUTS
Many of our products, particularly in our dairy foods, feed, swine and
layers segments, use dairy or agricultural commodities as inputs or constitute
dairy or agricultural commodity outputs. Consequently, our results are affected
by the cost of commodity inputs and the market price of commodity outputs.
Government regulation of the dairy industry and industry practices in animal
feed tend to stabilize margins in those segments but do not protect against
large movements in either input costs or output prices.
25
Dairy Foods. Raw milk is the major commodity input for our dairy foods
segment. Our dairy foods outputs, namely butter, cheese and nonfat dry milk, are
also commodities. The minimum price of raw milk and cream is set monthly by
Federal regulators based on regional prices of dairy foods products produced.
These prices provide the basis for our raw milk and cream input costs. As a
result, those dairy foods products for which the sales price is fixed shortly
after production, such as most bulk cheese, are not usually subject to
significant commodity price risk as the price received for the output usually
varies with the cost of the significant inputs. For the nine months ended
September 30, 2004, bulk cheese sales represented approximately 9% of the dairy
foods segment's net sales.
We maintain significant inventories of butter and cheese for sale to our
retail and food service customers, which are subject to commodity price risk.
Because production of raw milk and demand for butter varies seasonally, we
inventory significant amounts of butter. Demand for butter is highest during the
fall and winter, when milk supply is lowest. As a result, we produce and store
excess quantities of butter during the spring when milk supply is highest. In
addition, we maintain some inventories of cheese for aging. For the nine months
ended September 30, 2004, we experienced a rising dairy price environment. The
financial impact of building inventories in a market with price volatility will
depend on what market trends occur through year end 2004. For the nine months
ended September 30, 2004, net sales of butter and cheese products to retail and
food service customers represented approximately 37% of the dairy foods segment
sales.
Market prices for commodities such as butter and cheese can have a
significant impact on both the cost of products produced and the price for which
products are sold. The per pound market price of butter averaged $1.69 for the
three months ended September 30, 2004, compared to $1.18 for the three months
ended September 30, 2003. The per pound market price of butter averaged $1.83
for the nine months ended September 30, 2004, compared to $1.12 for the nine
months ended September 30, 2003. The per pound market price for butter on
December 31, 2003 was $1.25. In the past three years, the lowest average monthly
market price for butter was $0.96 in September 2002, and the highest average
monthly market price was $2.21 in April 2004. The per pound market price for
block cheese averaged $1.52 for the three months ended September 30, 2004,
compared to $1.55 for the three months ended September 30, 2003. The per pound
market price for block cheese averaged $1.67 for the nine months ended September
30, 2004, compared to $1.27 for the nine months ended September 30, 2003. In the
past three years, the lowest monthly market price for block cheese was $1.07 in
March 2003, and the highest monthly market price was $2.14 in April 2004. The
per pound market price for block cheese on December 31, 2003 was $1.31.
We maintain a sizable dairy manufacturing presence in the Upper Midwest.
This region has seen significant declines in cow numbers and its share of
nationwide dairy manufacturing volume. This decline has put pressure on our
Upper Midwest milk input costs and is one of the factors resulting in losses for
the three months and nine months ended September 30, 2004 and 2003. Operating
losses for the three and nine months ended September 30, 2004 declined $3.0
million and $2.3 million compared to the three and nine months ended September
30, 2003, respectively, due to the closing of the Volga, South Dakota plant in
2004 and the Perham, Minnesota plant in January of 2003. We continue to explore
additional initiatives to improve our Upper Midwest dairy infrastructure in an
effort to increase efficiencies and reduce costs.
Margins on our mozzarella and whey products, primarily in our western
cheese operations, improved for the three and nine months ended September 30,
2004 compared to the same periods for 2003 due to higher cheese and whey market
prices. As of June 30, 2004, we completed the phase two expansion of our new
Tulare, California mozzarella cheese manufacturing facility, Cheese & Protein
International LLC ("CPI"), which doubled the plant capacity to approximately 6
million pounds of milk per day.
Feed. The feed segment follows industry standards for feed pricing. The
feed industry typically prices products based on income over ingredient cost per
ton of feed. This practice tends to mitigate the impact of volatility in
commodity ingredient markets on our animal feed profits. As ingredient costs
fluctuate, the changes are generally passed on to customers through weekly or
monthly changes in prices. However, times of extreme commodity ingredient market
volatility can have negative impacts on gross profit, as it may be difficult to
change prices often enough to keep pace with the markets. Accordingly, net sales
are less of an indicator of performance since large fluctuations can occur from
period-to-period due to volatility in the underlying commodity ingredient
prices.
We enter into forward contracts to supply feed, which currently represent
approximately 35% of our feed output. When we enter into these contracts, we
generally enter into forward input supply contracts to lock in our operating
margins.
26
Changes in commodity grain prices have an impact on the mix of products 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 our
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 animals,
whereas a simple blend is a blending of unprocessed commodities to which the
producer then adds vitamins to supply the animal's nutritional needs. Simple
blends tend to have lower margins than complete feeds. 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 purchase grain blends and concentrated premixes from separate
suppliers. This shift is reflected in increased sales in our subsidiaries that
manufacture premixes in the western area.
We have seen an erosion of commodity feed volumes as well as a product mix
shift, mainly related to regional dairy and swine herd liquidations and the
continued consolidation of these market segments. Beef feedlot occupancies have
also declined due to a 20-year low in brood cow numbers. In addition,
competition within the industry has grown stronger as volumes declined. We
expect further integration and consolidation in the swine and dairy industries
to place pressure on volumes and result in a product mix shift to lower margin
products in the last quarter of 2004.
Swine. Currently, we produce and market both young feeder pigs
(approximately 45 pounds) and mature market hogs (approximately 260 pounds)
under two primary programs: swine-aligned and farrow-to-finish.
Under the swine aligned program, we own sows and raise feeder pigs that we
sell to our local member cooperatives under ten-year contracts. For the first
five years, we receive a fixed base price for our feeder pigs and are reimbursed
for feed costs. In years six through ten, the price is based on the cost of
production, plus a margin designed to achieve a target return on invested
capital. Since the price for the duration of the contract is not tied to the
live hog market, we do not have market risk on feeder pig prices. In addition,
there is no risk on corn or soybean meal prices since we are reimbursed for
actual feed costs. We do incur production risk if we do not produce enough
feeder pigs or if we do not produce them at a competitive cost.
Under the farrow-to-finish program, we produce and sell market hogs.
Historically, market hog price fluctuations have resulted in volatility in our
net sales and earnings. In order to mitigate this risk, we have committed to
sell substantially all of the market hogs we produce annually through September
2005 under a packer agreement. Under this packer agreement, we are paid market
prices for our hogs with a settlement based on the sales price of the pork
products produced from those hogs. This approach mitigates some of the
volatility under this program because market hog and pork product margins do not
tend to move together. We sell the balance of our market hogs on the open
market. We sell feeder pigs on the open market, as well, depending on sow farm
performance and finishing space limitations. For the three months and nine
months ended September 30, 2004, the average market hog price was $57.84 and
$52.82 per hundredweight, respectively, versus an average market price of $44.15
and $41.43 per hundredweight, respectively, for the three months and nine months
ended September 30, 2003.
Historically, we conducted a cost-plus program, under which we provided
minimum hog price guarantees to producers in exchange for swine feed sales and
profit participation. In September 2004, the remaining hog producers in this
program elected to take an early exit. Historically, these contracts were
responsible for approximately 40% of the losses in swine. As a result of the
early exit initiative, we have now eliminated our exposure to these contracts.
Layers. MoArk produces and markets shell eggs and egg products. MoArk's
sales and earnings fluctuate depending on egg prices. For the three months and
nine months ended September 30, 2004, egg prices averaged $0.74 and $0.95 per
dozen, respectively, as measured by the Urner Barry (South Central) market
compared to egg prices of $0.95 and $0.87 per dozen, respectively, for the three
months and nine months ended September 30, 2003, respectively.
27
DERIVATIVE COMMODITY INSTRUMENTS
We use derivative commodity instruments, primarily futures contracts, to
reduce our exposure to changes in commodity prices. These contracts are not
designated as hedges under Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The futures
contracts are marked to market each month and these unrealized gains or losses
("unrealized hedging gains and losses") are recognized in our earnings. We
recorded pre-tax unrealized hedging losses of $19.9 million and pre-tax
unrealized hedging gains of $0.9 million for the three months ended September
30, 2004 and September 30, 2003, respectively. For the nine months ended
September 30, 2004, we recorded pre-tax unrealized hedging losses of $28.4
million and for the nine months ended September 30, 2003, we recorded pre-tax
unrealized hedging gains of $6.9 million.
PENSION BENEFIT EXPENSE
We have experienced an increase in pension benefit expense in 2004 due
primarily to an increase in amortization of actuarial loss and an increase in
service cost attributed to changing the discount rate from 7.0% to 6.25%. We
recorded additional pension expense of $1.2 million for the three months and
$3.6 million for the nine months ended September 30, 2004 compared to the same
periods ended September 30, 2003.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2004 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2003
Overview of Results
Our net loss was $29.9 million for the three months ended September 30,
2004 compared to a net loss of $1.6 million for the three months ended September
30, 2003. The net losses included an income tax benefit of $16.0 million
compared to an income tax expense of $1.7 million for the three months ended
September 30, 2004 and 2003, respectively. The primary reason for the increased
loss was after tax unrealized hedging losses that were $11.9 million for the
three months ended September 30, 2004 compared to unrealized hedging gains of
$0.4 million in 2003. Earnings decreased in all six business segments, primarily
feed and layers. In feed, earnings declined due to rising input prices and
increased distribution costs. In layers, the decrease of earnings was primarily
due to the decrease of egg prices.
Net Sales
Net sales for the three months ended September 30, 2004 increased $213.5
million, or 13.5%, to $1,796.5 million compared to the same period in 2003.
Increases in dairy foods, feed, and seed sales contributed $245.0 million of
increased sales, or 15.5%, compared to the three months ended September 30,
2003. A discussion of net sales by business segment is found below under the
caption "Net Sales and Gross Profit by Business Segment."
Gross Profit
Gross profit for the three months ended September 30, 2004 decreased $43.0
million, or 32.2%, to $90.6 million compared to $133.6 million for the three
months ended September 30, 2003. Unrealized hedging losses of $19.9 million
compared to unrealized hedging gains of $0.9 million in 2003, margin declines in
feed, and lower egg market prices were the primary reasons for the decline.
Gross profit as a percent of net sales decreased 3.4 percentage points to 5.0%
for the three months ended September 30, 2004 compared to 8.4% for the same
period in 2003. The primary reason for the decline were unrealized hedging
losses for the three months ended September 30, 2004 versus unrealized hedging
gains in the same period for 2003. A discussion of gross profit by business
segment is found below under the caption "Net Sales and Gross Profit by Business
Segment."
28
Selling, General and Administration Expense
Selling, general and administration expense for the three months ended
September 30, 2004 decreased $7.1 million, or 5.9%, to $113.2 million compared
to $120.3 million for the three months ended September 30, 2003. The decrease
was primarily due to decreased incentive charges and a $4.6 million decline of
insurance expense in layers. A partial offset came from a $5.6 million gain on
sale of a dairy facility in the three months ended September 30, 2003 compared
to no gain recorded in the same period for 2004. Dairy foods also had increased
spending of $6.7 million for advertising and selling costs in 2004 compared to
the same period for 2003. Selling, general and administrative expense as a
percent of net sales decreased 1.3 percentage points to 6.3% for the three
months ended September 30, 2004 from 7.6% for the three months ended September
30, 2003. The decline as a percent of net sales was primarily due to the reduced
insurance expense for layers and also due to increased sales levels in dairy
foods and feed due to rising commodity markets.
Restructuring and Impairment (Recoveries) Charges
For the three months ended September 30, 2004, we had restructuring and
impairment recoveries of ($0.3) million compared to charges of $0.3 million for
the same period in 2003. In 2004, a reversal of restructuring charges of $1.2
million related to the closure of our Volga, South Dakota cheese facility was
recorded. Partially offsetting the reversal were additional impairments of
assets held for sale in feed of $0.7 million. For the three months ended
September 30, 2003, dairy foods recorded restructuring charges of $0.3 million
for closure of the Volga, South Dakota facility.
Interest Expense, Net
Interest expense, net of interest income, was $20.0 million for the three
months ended September 30, 2004 compared to $21.1 million for the three months
ended September 30, 2003. Changes in our debt structure reduced interest expense
by $0.5 million for the three months ended September 30, 2004 compared to the
same period for the prior year. Combined interest rates for borrowings,
excluding CoBank patronage, averaged 6.56% for the three months ended September
30, 2004 compared to 6.94% for the three months ended September 30, 2003.
Equity in (Losses) Earnings of Affiliated Companies
For the three months ended September 30, 2004, equity in losses of
affiliated companies was $3.1 million compared to $5.6 million of earnings for
the three months ended September 30, 2003 resulting in an $8.7 million decrease.
Equity in losses from Agriliance was $5.3 million for the three months ended
September 30, 2004, which was a $2.9 million increase in losses compared to
equity in losses of $2.4 million for the three months ended September 30, 2003.
Equity in losses from joint venture investments held by MoArk was $0.8 million
for the three months ended September 30, 2004, versus $3.3 million of equity in
income in 2003, resulting in a $4.1 million increase in losses. A discussion of
net earnings for Agriliance can be found under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Overview - Unconsolidated Businesses."
Income Taxes
We recorded an income tax benefit of $16.0 million for the three months
ended September 30, 2004 compared to income tax expense of $1.7 million for the
three months ended September 30, 2003. The income tax benefit in 2004 resulted
from unrealized hedging losses.
Net Sales and Gross Profit by Business Segment
Our reportable segments consist of business units that offer similar
products and services and/or similar customers. We have six segments: Dairy
Foods, Feed, Seed, Swine, Agronomy and Layers. Our agronomy segment consists
primarily of our 50% ownership in Agriliance, which is accounted for under the
equity method, and our 38% interest in CF Industries, which is accounted for on
a cost basis. Accordingly, no sales or gross profit are recorded for the
agronomy segment. A discussion of net earnings for Agriliance can be found under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Overview - Unconsolidated Businesses."
29
DAIRY FOODS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
(in millions) 2004 2003 % CHANGE
------ ------ --------
Net sales ....................... $951.7 $785.9 21.1%
Gross profit .................... 37.8 39.5 (4.3)%
Gross profit % of net sales.. 4.0% 5.0%
Net Sales
Net sales for the three months ended September 30, 2004 increased $165.8
million, or 21.1%, compared to the three months ended September 30, 2003. Butter
and value-added cheese (retail, deli, and foodservice cheese) sales prices
increased for the three months ended September 30, 2004 compared to the same
period in 2003 due primarily to higher commodity prices, resulting in increased
sales of $67.4 million and $20.2 million, respectively. Industrial cheese sales
increased $16.5 million compared to the same period in 2003 due to a volume
increase of 11.5 million pounds in our Italian cheese. Value-added cheese
volumes, primarily in foodservice cheese, increased for the three months ended
September 30, 2004 compared to the same period in 2003, resulting in increased
sales of $7.3 million. Sales through our wholesale milk marketing program
increased $61.3 million compared to the same period in 2003 due primarily to
increases in milk market prices. Partially offsetting the increases were volume
declines in butter resulting in decreased sales of $15.7 million for the three
months ended September 30, 2004 due to continued high market prices.
Gross Profit
Gross profit for the three months ended September 30, 2004 decreased $1.7
million compared to the three months ended September 30, 2003. Gross profit for
industrial cheese decreased $8.4 million for the three months ended September
30, 2004 versus the same period in the prior year due to changes in the average
commodity market price of cheese. Due to decreased volumes, gross profit for
butter decreased $0.8 million. Unrealized hedging losses of $2.8 million for the
three months ended September 30, 2004 compared to losses of $0.7 million for the
three months ended September 30, 2003 resulted in an additional $2.1 million of
reduced gross profit. Partially offsetting the gross profit decreases was a $1.2
million increase from our wholesale milk marketing program. Gross profit for
value-added cheese increased $4.2 million due to the mix of products sold and
additional volumes during the quarter.
FEED
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
-----------------------------------------
(in millions) 2004 2003 % CHANGE
------ ------ --------
Net sales ....................... $665.7 $588.9 13.0%
Gross profit .................... 45.6 60.4 (24.5)%
Gross profit % of net sales.. 10.3% 6.8%
Net Sales
Net sales for the three months ended September 30, 2004 increased $76.8
million, or 13.0%, compared to the three months ended September 30, 2003.
Ingredients sales increased $19.7 million due to higher commodity prices in the
three months ended September 30, 2004 compared to the same period in 2003.
Formula feed sales, which include both lifestyle and livestock feeds, increased
$33.3 million primarily due to increased volumes, particularly in horse and
companion lifestyle animal feed and dairy livestock feed, as well as higher
commodity prices. Although livestock feed sales increased due to higher
commodity prices, some of this increase was offset by slightly lower volumes for
beef and swine feed. The primary causes for these volume declines are continued
producer integration, exiting of a swine joint venture, and good weather
conditions providing plenty of green grass for grazing cattle and lower feedlot
occupancy. Sales at Land O'Lakes Purina Feed LLC's subsidiaries increased $25.0
million mainly due to increased sales of premix and milk replacer products.
30
Gross Profit
Gross profit for the three months ended September 30, 2004 decreased $14.8
million compared to the three months ended September 30, 2003. Unrealized
hedging losses of $11.6 million for the three months ended September 30, 2004
compared to gains of $0.3 million for the three months ended September 30, 2003
resulted in a reduction to gross profit of $11.9 million. Increased freight
subsidies and warehousing and distribution costs decreased gross profit by $0.6
million. Increases in livestock margins of $2.0 million were due to increased
dairy feed volumes and better margins realized, but were offset by a decrease in
lifestyle feed margins of $2.0 million from increased costs associated with
higher volumes of packaged products. Gross profit as a percent of net sales
declined from 10.3% to 6.8% for the three months ended September 30, 2003 versus
2004, respectively. The decline is primarily due to unrealized hedging losses
for the three months ended September 30, 2004 versus the same period in 2003.
SEED
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
(in millions) 2004 2003 % CHANGE
-------- --------- ---------
Net sales ........................ $ 48.9 $ 46.5 5.2%
Gross profit ..................... 6.8 10.1 (32.7)%
Gross profit % of net sales... 13.9% 21.7%
Net Sales
Net sales for the three months ended September 30, 2004 increased $2.4
million, or 5.2%, to $48.9 million compared to net sales for the three months
ended September 30, 2003. Volume changes for returned seed and selling program
adjustments resulted in increased corn sales of $7.7 million. Soybean sales
decreased $2.5 million in 2004 as a result of adjustments from spring accruals
for selling programs. Forage and turf volumes were down resulting in sales
decreases of $1.8 million and $1.0 million, respectively.
Gross Profit
Gross profit for the three months ended September 30, 2004 decreased $3.3
million compared to the three months ended September 30, 2003. Unrealized
hedging losses on soybean futures contracts of $3.1 million for the three months
ended September 30, 2004 compared to unrealized hedging gains of $1.0 million
for the quarter ended September 30, 2003 decreased gross profit by $4.1 million.
Soybean gross profits decreased by $1.8 million due to volumes related to crop
year-end inventory disposals. Partially offsetting the decrease were increased
corn gross profits of $1.1 million, primarily due to volume changes related to
return accruals. Strong early wheat volumes increased gross profit by $1.3
million. Gross profit as a percent of net sales declined 7.8 percentage points
for the three months ended September 30, 2004 compared to 2003, primarily due to
the unrealized hedging losses.
31
SWINE
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
(in millions) 2004 2003 % CHANGE
-------- -------- ---------
Net sales........................ $ 24.2 $ 22.8 6.1%
Gross (loss) profit.............. (2.3) 1.1 n/a
Gross (loss) profit % of net sales (9.5)% 4.8%
Net Sales
Net sales for the three months ended September 30, 2004 increased $1.4
million, or 6.1% compared to the same period for 2003. As a result of strong
consumer demand, average market hog prices increased from $44.15 to $57.84 per
hundredweight for the three months ended September 30, 2004 compared to the
three months ended September 30, 2003, resulting in a sales increase of $3.0
million. Partially offsetting this increase was a decrease in the number of hogs
sold, reducing sales by $0.3 million. In addition, sales under our packer
agreement, which ties the price we receive for market hogs to the price the
packer receives for pork products, decreased by $1.3 million due to the price we
received according to the agreement.
Gross Profit
Gross profit for the three months ended September 30, 2004 decreased $3.4
million compared to the three months ended September 30, 2003. The decrease is
due to $5.5 million higher corn, soybean meal, and contract producer costs, a
$1.3 million decline related to the packer agreement, and a $0.4 million decline
due to reduced volume. Unrealized hedging gains of $0.1 million for the three
months ended September 30, 2004 compared to unrealized hedging gains of $0.4
million for the three months ended September 30, 2003 also reduced gross profit.
Offsetting these decreases were higher average market hog prices that resulted
in a gross profit improvement of $3.0 million. Gross profit also increased by
$1.1 million due to reduced expenses for our cost-plus program which ties
producer payments we make under the program to market hog prices.
LAYERS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
(in millions) 2004 2003 % CHANGE
-------- ------- ---------
Net sales........................ $ 111.3 $ 142.1 (21.7)%
Gross profit..................... 2.7 20.7 (87.0)%
Gross profit % of net sales 2.4% 14.6%
Net Sales
Net sales for the three months ended September 30, 2004 decreased $30.8
million compared to the three months ended September 30, 2003. The decrease in
shell eggs net sales of $25.5 million resulted primarily from a 22% decrease in
the South Central egg market price. For the three months ended September 30,
2004, the South Central average market price of eggs per dozen was $0.74 versus
$0.95 for the three months ended September 30, 2003. Total volume of shell eggs
(in dozens) declined 5.4% for the period ended September 30, 2004 compared to
the same period in the prior year. A decrease in market price for egg products
of 33% resulted in a sales decrease of $5.6 million for the three months ended
September 30, 2004.
Gross Profit
Gross profit for the three months ended September 30, 2004 decreased $18.0
million compared to the three months ended September 30, 2003. The decline is
primarily attributable to the drop in the average market price of eggs.
Unrealized hedging losses of $2.4 million for the three months ended September
30, 2004 compared to $0.0 for the three months ended September 30, 2003, also
decreased gross profit.
32
NINE MONTHS ENDED SEPTEMBER 30, 2004 AS COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 2003
Overview of Results
Our net earnings were $32.0 million for the nine months ended September
30, 2004 compared to $42.9 million for the nine months ended September 30, 2003.
Net earnings included an income tax benefit of $4.3 million compared to an
income tax expense of $8.0 million for the nine months ended September 30, 2004
and 2003, respectively. The primary reason for the reduction in earnings was
after-tax unrealized hedging losses totaling $17.2 million for the nine months
ended September 30, 2004, compared to after-tax gains of $4.1 million for 2003.
In addition, there were after-tax litigation gains recorded of $3.8 million for
the nine months ended September 30, 2004 compared to gains of $13.3 million for
the same period in 2003. Feed also experienced weaker margins in 2004 compared
to 2003 stemming from continued industry competition, rising ingredient costs
and increased distribution costs. Partially offsetting these decreases were
higher earnings in the layers segment early in the year from the effects of
higher market prices.
Net Sales
Net sales for the nine months ended September 30, 2004 increased $1,389.8
million, or 31.3%, to $5,824.4 million compared to the same period in 2003. The
increase was partly attributed to the consolidation of MoArk effective July 1,
2003, which increased sales by $318.6 million, or 7.2% in 2004. Increases in
dairy foods, feed, and seed sales contributed $1,116.0 million of increased
sales, or 25.2%, compared to the nine months ended September 30, 2003. A
discussion of net sales by business segment is found below under the caption
"Net Sales and Gross Profit by Business Segment."
Gross Profit
Gross profit for the nine months ended September 30, 2004 increased $14.6
million, or 3.8%, to $399.1 million compared to $384.5 million for the nine
months ended September 30, 2003. The consolidation of MoArk increased gross
profit by $51.8 million in 2004. This was partially offset by lower margin
performance in feed due to the high cost of inputs and high distribution costs.
Gross profit as a percent of net sales decreased 1.8 percentage points to 6.9%
for the nine months ended September 30, 2004 compared to 8.7% for the same
period in 2003. The primary reason for the decline was due to unrealized hedging
losses of $28.4 million for the nine months ended September 30, 2004 versus
unrealized hedging gains of $6.9 million in the same period in 2003. The
consolidation of MoArk, which has a higher-margin product mix, partly offset
this decrease. A discussion of gross profit by business segment is found below
under the caption "Net Sales and Gross Profit by Business Segment."
Selling, General and Administration Expense
Selling, general and administration expense for the nine months ended
September 30, 2004 increased $27.4 million, or 7.9%, to $373.1 million compared
to $345.7 million for the nine months ended September 30, 2003. The increase was
primarily due to the consolidation of MoArk, effective July 1, 2003, which added
$17.3 million of selling, general and administrative expense for the nine months
ended September 30, 2004. Also contributing to the increase was a $9.4 million
gain on the sale of the Perham and Gustine dairy facilities in 2003 compared to
no gain recorded in the same period for 2004. Selling, general and
administrative expense as a percent of net sales decreased 1.4 percentage points
to 6.4% for the nine months ended September 30, 2004 from 7.8% for the same
period in 2003. The decline as a percent of net sales is partially due to the
consolidation of MoArk, which has a lower percentage of selling, general and
administrative expense to net sales than our other segments, and also due to
increased sales prices in dairy foods and feed due to rising commodity markets.
Restructuring and Impairment Charges
For the nine months ended September 30, 2004, we had restructuring and
impairment charges of $2.2 million compared to $3.2 million for the same period
in 2003. In 2004, we reversed $0.4 million of restructuring charges for employee
severance in our dairy foods segment related to the closure of our Volga, South
Dakota cheese facility. We also incurred $1.5 million for goodwill impairment in
our seed segment and $1.0 million in our feed segment related to the impairment
of assets held for sale. For the nine months ended September 30, 2003, $3.2
million of the charges related to restructuring and impairment for closures of
certain manufacturing facilities within various business segments.
33
Interest Expense, Net
Interest expense, net of interest income, was $64.0 million for the nine
months ended September 30, 2004 compared to $60.2 million for the nine months
ended September 30, 2003. The consolidation of MoArk effective July 1, 2003,
resulted in additional interest expense of $3.0 million for 2004. Also, in March
2004, we accelerated $1.5 million of deferred financing cost amortization as a
result of prepayments made on our term loans with proceeds from an expansion of
our receivables securitization facility. Combined interest rates for borrowings,
excluding CoBank patronage, averaged 6.78% for the nine months ended September
30, 2004 compared to 6.83% for the nine months ended September 30, 2003.
Gain on Legal Settlements
As a result of settled litigation, we recorded a gain on legal settlements
of $4.3 million for the nine months ended September 30, 2004 compared to a gain
on legal settlements of $22.5 million for the nine months ended September 30,
2003. These gains represent cash received from product suppliers against whom we
alleged certain price-fixing claims.
Equity in Earnings of Affiliated Companies
For the nine months ended September 30, 2004, equity in earnings of
affiliated companies was $63.4 million compared to $56.0 million for the nine
months ended September 30, 2003. Equity in earnings from Agriliance was $44.3
million for the nine months ended September 30, 2004, which was a $2.7 million
increase from the equity earnings of $41.6 million for the nine months ended
September 30, 2003. This increase was primarily driven by improved operating
expenses in the retail business unit. A discussion of net earnings for
Agriliance can be found under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Overview - Unconsolidated
Businesses." Equity in earnings from joint venture investments held by MoArk was
$8.7 million for the nine months ended September 30, 2004 compared to $4.3
million for the nine months ended September 30, 2003. This increase was driven
primarily by improved market prices for eggs.
Income Taxes
We recorded an income tax benefit of $4.3 million for the nine months
ended September 30, 2004 compared to an income tax expense of $8.0 million for
the nine months ended September 30, 2003. The decrease in income tax expense
primarily resulted from unrealized hedging losses.
Net Sales and Gross Profit by Business Segment
DAIRY FOODS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------
(in millions) 2004 2003 % CHANGE
--------- --------- ---------
Net sales........................ $ 2,893.9 $ 2,089.7 38.5%
Gross profit..................... 123.0 106.9 15.1%
Gross profit % of net sales 4.3% 5.1%
34
Net Sales
Net sales for the nine months ended September 30, 2004 increased $804.2
million, or 38.5%, compared to the nine months ended September 30, 2003. Butter
and value-added cheese (retail, deli, and foodservice cheese) sales prices
increased for the nine months ended September 30, 2004 compared to the same
period in 2003 due primarily to higher commodity prices, resulting in increased
sales of $190.8 million and $78.6 million, respectively. Sales through our
wholesale milk marketing program increased $325.7 million compared to the same
period in 2003 due primarily to increases in milk market prices. Cheese &
Protein International mozzarella and whey products sales increased $72.0 million
compared to the same period in 2003 due to the higher volumes of mozzarella and
whey products. Industrial cheese sales increased $63.4 million due to the
increase in the average commodity market price of cheese, up $.40 per pound
compared to the same period in 2003. Volume increases in value-added cheese for
the nine months ended September 30, 2004 that contributed to an increase in
sales of $39.4 million due to strong consumer demand, especially for foodservice
cheese were partially offset by volume decreases in the butter category,
particularly our private label butter, resulted in decreased sales of $25.1
million compared to the same period in 2003.
Gross Profit
Gross profit for the nine months ended September 30, 2004 increased $16.1
million compared to the nine months ended September 30, 2003. Gross profit for
value-added cheese increased $7.6 million due to mix of products sold. Volume
increases for value-added cheese also increased gross profit by $4.8 million.
Operational efficiencies resulted in an additional $3.9 million increase in
gross profit due to the closure of the Gustine and Perham facilities. Cheese &
Protein International mozzarella and whey products also increased gross profit
$9.1 million for the nine months ended September 30, 2004 compared to the same
period in 2003. Offsetting this increase was a $6.9 million reduction in gross
profit from our wholesale milk marketing program. Gross profit for butter
decreased $1.7 million due to lower volumes. Gross profit for industrial cheese
decreased by $10.0 million for the nine months ended September 30, 2004 versus
the same period in the prior year due to changes in average commodity market
prices. Gross profit as a percent of net sales declined 0.8 percentage points
primarily due to increased sales prices due to commodity market price increases.
FEED
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------
(in millions) 2004 2003 % CHANGE
--------- --------- ----------
Net sales........................ $ 2,023.2 $ 1,785.0 13.3%
Gross profit..................... 171.6 200.1 (14.2)%
Gross profit % of net sales 8.5% 11.2%
Net Sales
Net sales for the nine months ended September 30, 2004 increased $238.2
million, or 13.3%, compared to the nine months ended September 30, 2003.
Ingredient sales increased $91.0 million due to higher commodity prices in the
nine months ended September 30, 2004 compared to the same period in 2003.
Formula feed sales, which includes lifestyle and livestock feeds, increased
$66.1 million primarily due to increased volumes, particularly in horse and
companion lifestyle, and dairy and poultry livestock animal feed, as well as
higher commodity prices. Sales of animal health, farm and ranch products were
$10.4 million higher than in the nine months ended September 30, 2003 due to the
creation of Heritage Trading Company, a consolidated joint venture formed in
March of 2003. Sales at Land O'Lakes Purina Feed LLC's subsidiaries increased
$73.7 million mainly due to increased sales of premix products as well as higher
commodity prices. Although livestock feed sales increased due to higher
commodity prices, some of this increase was offset by slightly lower volumes for
beef and swine feed. Continued producer integration and exiting of a swine joint
venture, as well as a geographic shift in livestock numbers are the primary
causes for this volume decline.
35
Gross Profit
Gross profit for the nine months ended September 30, 2004 decreased $28.5
million compared to the nine months ended September 30, 2003. A decline in
formula feed gross profit of $14.7 million resulted from volume declines in
livestock feeds, product mix changes, increased freight subsidies resulting from
higher fuel costs, and increased costs of packaging and other supplies.
Unrealized hedging losses of $15.8 million for the nine months ended September
30, 2004 compared to gains of $3.8 million for the same period in 2003 resulted
in a reduction of gross profit of $19.6 million. Partially offsetting these
decreases was a $4.5 million increase in gross profit from sales of ingredients
due to focused purchasing opportunities in rising and volatile commodity
markets. Gross profit for animal health, farm and ranch products was $0.7
million higher than for the nine months ended September 30, 2003 due to the
creation of Heritage Trading Company. Increased sales at a premix subsidiary
resulted in increased gross profit of $1.0 million. Gross profit as a percent of
net sales declined to 8.5% from 11.2% for the nine months ended September 30,
2004 versus 2003, respectively. The decline is primarily due to product mix
changes to lower-margin formula feed products and increased packaging, supplies,
and fuel costs, as well as the unrealized hedging losses.
SEED
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------
(in millions) 2004 2003 % CHANGE
-------- ---------- ---------
Net sales........................ $ 423.3 $ 349.5 21.1%
Gross profit..................... 54.8 50.8 7.9%
Gross profit % of net sales 12.9% 14.5%
Net Sales
Net sales for the nine months ended September 30, 2004 increased $73.8
million or 21.1%, compared to the nine months ended September 30, 2003. Product
mix and volume growth of proprietary brands, as well as volume growth from
partnered sales resulted in increased corn sales of $47.1 million. Soybean sales
increased $18.7 million in 2004 as a result of increased volumes in both
proprietary and partnered brands. Cotton volumes increased $4.0 million, as a
result of a new partnership in 2004. Alfalfa sales increased $4.0 million due to
increased volumes related to improved domestic and international markets.
Gross Profit
Gross profit for the nine months ended September 30, 2004 increased $4.0
million compared to the nine months ended September 30, 2003. Gross profits for
alfalfa increased $5.6 million, due to increased volumes and a lower product
cost. Proprietary product mix and volume growth in corn resulted in increased
gross profit of $4.9 million, or 27.8% over the prior period. Other seed
categories accounted for an increase in gross profit of $1.3 million. Unrealized
hedging losses on soybean futures contracts of $6.5 million for the period ended
September 30, 2004 compared to unrealized hedging gains of $1.3 million for the
period ended September 30, 2003 decreased gross profit by $7.8 million. Gross
profit as a percent of net sales declined 1.6 percentage points for the nine
months ended September 30, 2004 compared to 2003 primarily due to the unrealized
hedging losses.
SWINE
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
(in millions) 2004 2003 % CHANGE
-------- --------- ---------
Net sales........................ $ 70.2 $ 66.5 5.6%
Gross (loss) profit.............. (4.9) 1.5 n/a
Gross (loss) profit % of net sales (7.0)% 2.3%
36
Net Sales
Net sales for the nine months ended September 30, 2004 increased $3.7
million, or 5.6%, compared to the same period for 2003. Due to strong consumer
demand, average market hog prices increased from $41.43 to $52.82 per
hundredweight for the nine months ended September 30, 2004 compared to the nine
months ended September 30, 2003, resulting in a sales increase of $7.6 million.
Partially offsetting this increase was a decrease in the number of hogs sold,
reducing sales by $1.9 million. In addition, sales under our packer agreement,
which ties the price we receive for market hogs to the price that the packer
receives for pork products, decreased by $2.0 million due to the price we
received according to the agreement.
Gross Profit
Gross profit for the nine months ended September 30, 2004 decreased $6.4
million compared to the nine months ended September 30, 2003. The primary
drivers of the decrease in gross profit were a $8.6 million decline from higher
corn, soybean meal, and contract producer costs and a $2.0 million decline
related to the packer agreement. Unrealized hedging losses of $3.8 million for
the nine months ended September 30, 2004 compared to unrealized hedging gains of
$1.8 million for the nine months ended September 30, 2003 also reduced gross
profit. Offsetting these decreases was the increase in average market hog prices
that resulted in a gross profit improvement of $7.6 million. Gross profit also
increased by $2.2 million due to reduced expenses for our cost-plus program
which ties producer payments we make under the program to market hog prices.
LAYERS
Effective July 1, 2003, we consolidated MoArk as required by FIN 46 and
presented the business as our layers segment in our financial statements. Prior
periods were not restated. Prior to July 1, 2003, MoArk was accounted for under
the equity method; accordingly, sales and gross profit for the six months ended
June 30, 2003 were not included in our layers segment which is comprised solely
of our ownership of MoArk.
Net Sales
Net sales for the nine months ended September 30, 2004 were $429.9 million
compared to $142.9 million for the nine months ended September 30, 2003. On a
stand-alone basis, MoArk had net sales of $376.7 million for the nine months
ended September 30, 2003. The increase in net sales was driven primarily by
higher egg market prices. For the nine months ended September 30, 2004, the
South Central average market price of eggs per dozen was $0.95 versus $0.87 for
the nine months ended September 30, 2003. Total volume of shell eggs (in dozens)
declined approximately 4% for the nine months ended September 30, 2004 compared
to the same period in the prior year.
Gross Profit
Gross profit for the nine months ended September 30, 2004 was $54.5
million compared to $20.7 million for the nine months ended September 30, 2003.
On a stand-alone basis, MoArk had gross profit of $40.1 million for the nine
months ended September 30, 2003. Increased egg prices and increased operational
efficiencies resulted in MoArk's gross profit increase.
LIQUIDITY AND CAPITAL RESOURCES
OVERVIEW
We rely on cash from operations, borrowings under our bank facilities and
bank term debt, and other institutionally-placed funded debt as the main sources
for financing working capital requirements, additions to property, plant and
equipment as well as acquisitions and investments in joint ventures. Other
sources of funding consist of leasing arrangements, a receivables securitization
facility and the sale of non-strategic assets.
Total long-term debt, including the current portion, was $945.8 million as
of September 30, 2004 compared to $1,073.2 million as of December 31, 2003. The
decrease was due to term debt repayments of $126.5 million ($100 million of
proceeds from the expansion of our off-balance sheet receivables securitization
facility was used to pre-pay the term debt).
37
Our primary sources of debt at September 30, 2004 included a $200 million
revolving credit facility and a $118.4 million institutional Term B loan, both
of which are secured by the majority of the Company's assets. In addition, we
have $175 million in secured notes, $350 million in unsecured notes and $191
million of capital securities. For more information, please see the caption
below entitled "Principal Debt Facilities."
At September 30, 2004, we also had long-term debt related to MoArk of
$74.5 million. Land O'Lakes does not provide any guarantees or support for
MoArk's debt. In addition, we had $37.2 million of other miscellaneous long-term
debt at September 30, 2004.
During the fourth quarter of 2001, we entered into a $100 million
receivables securitization program to reduce overall financing costs. On March
31, 2004, we expanded the facility to $200 million. At September 30, 2004, $200
million was outstanding under this facility. In accordance with generally
accepted accounting principles, this facility was not reflected as debt on our
consolidated balance sheet. A more complete description of this accounts
receivable securitization program is found below under the caption, "Off-balance
Sheet Arrangements."
Our principal liquidity requirements are to service our debt and meet our
working capital and capital expenditure needs. As of September 30, 2004, $148.2
million was available under our $200 million revolving credit facility for
working capital and general corporate purposes after giving effect to $51.8
million of outstanding letters of credit, which reduce availability. There was
no outstanding balance on the facility as of September 30, 2004. In addition, at
September 30, 2004, we had available cash on hand of $73.8 million, including
$24.8 million of cash at Moark but excluding $20.3 million in cash held in
escrow to support the capital lease financing of Cheese and Protein
International. Total equities as of September 30, 2004 were $887.1 million.
We expect that funds from operations and available borrowings under our
revolving credit facility and receivables securitization facility will provide
sufficient working capital to operate our business, to make expected capital
expenditures and to meet liquidity requirements for at least the next twelve
months, including debt service on our term debt, the revolving credit
facilities, the 9% senior secured notes and our 8-3/4% senior unsecured notes.
We expect total capital expenditures to be approximately $100 million in
2004, of which approximately $30 million relates to the Phase Two installation
at CPI's Tulare, California facility. Of such amounts, we currently estimate
that a minimum range of $35 million to $45 million of ongoing maintenance
capital expenditures will be required. We had $70.0 million in capital
expenditures for the nine months ended September 30, 2004 compared to $55.3
million for the nine months ended September 30, 2003.
CASH FLOWS
The following table summarizes the key elements for our cash flows for the
following periods:
Nine months ended Nine months ended
(in millions) September 30, 2004 September 30, 2003
------------------ ------------------
Net cash provided by operating activities... $ 191.4 $ 130.0
Net cash used by investing activities....... (26.9) (55.4)
Net cash used by financing activities....... (201.0) (118.1)
Operating Activities. Net cash provided by operating activities increased
by $61.4 million for the nine months ended September 30, 2004 compared to the
same period for 2003. Working capital requirements increased cash flow by $191.0
million due to an increase in the amount of accounts receivables sold due to our
receivables securitization program. Partially offsetting this increase was a
decrease in legal settlement proceeds of $114.7 million for the nine months
ended September 30, 2004 compared to the nine months ended September 30, 2003.
Legal settlement proceeds totaled $4.5 million for the nine months ended
September 30, 2004 compared to $119.2 million for the same period in 2003.
Investing Activities. Net cash used by investing activities decreased
$28.5 million for the nine months ended September 30, 2004 compared to the nine
months ended September 30, 2003. The decrease was primarily due to a $20.0
million addition to restricted cash in 2003. Also, proceeds from the divestiture
of a dairy foods testing company of $7.5 million received in the nine months
ended September 30, 2004 and a $30.0 million increase in dividends received from
affiliates, primarily Agriliance and MoArk, contributed to the reduction in cash
used by investment activities. Partially offsetting these decreases was the
$12.2 million acquisition of minority interest in Land O'Lakes Farmland Feed LLC
during the nine months ended September 30, 2004 and $14.7 million of increased
capital spending in 2004 compared to the same period in 2003.
38
Financing Activities. During the nine months ended September 30, 2004, our
financing activities resulted in a decrease in cash flows of $82.9 million
compared to the same period in 2003. Payments on Term A and Term B loans were
$41.0 million higher for the nine months ended September 30, 2004 compared to
2003. In addition, payments on short-term borrowings were $42.2 million higher
for the nine months ended September 30, 2004 compared to 2003. In 2004, we also
paid $4.3 million for debt issuance costs related to our 9% senior secured notes
issued in December of 2003 and for an amendment of our senior bank facilities
which occurred in January, 2004.
PRINCIPAL DEBT FACILITIES
The principal term loans consisted of a syndicated Term A loan facility
with a final maturity date of October 10, 2006 and a syndicated Term B loan
facility with a final maturity of October 10, 2008. During the nine months ended
September 30, 2004, we made prepayments of $92.5 million on the Term A loan and
$34.0 million on the Term B loan. The Term A loan was prepayable at any time
without penalty and was completely paid off with these prepayments in March,
2004. At September 30, 2004, the Term B loan had a remaining balance of $118.4
million.
The amortization schedule for the Term B loan facility is provided below.
Term Loan B
-------------
(in millions)
2004.......................... $ --
2005.......................... 1.1
2006.......................... 1.5
2007.......................... 1.5
2008.......................... 114.3
------------
Total.................... $ 118.4
============
Our revolving credit facility was amended and extended in January 2004.
Under the amendment, the lenders have committed to make advances and issue
letters of credit until January, 2007, in an aggregate amount not to exceed $200
million, subject to a borrowing base limitation.
Borrowings under the term loan and the revolving credit facility bear
interest at variable rates (either LIBOR or an Alternative Base Rate) plus
applicable margins. The margins are dependent upon Land O'Lakes leverage ratio
in the case of the revolving credit facility. The margin on the Term B loan is
fixed. As of September 30, 2004, the Term B loan interest rate was 4.73%.
The Term B loan facility is currently prepayable without penalty. The
facility is subject to mandatory prepayments, subject to certain limited
exceptions, in an amount equal to (1) 50% of excess cash flow, as defined in the
facility agreement, of Land O'Lakes and the restricted subsidiaries measured
annually following year end, (2) 100% of the net cash proceeds of asset sales
and dispositions of property of Land O'Lakes and the restricted subsidiaries, to
the extent not reinvested, (3) 100% of any casualty or condemnation receipts by
Land O'Lakes and the restricted subsidiaries, to the extent not used to repair
or replace assets, (4) 100% of joint venture dividends or distributions received
by Land O'Lakes or the restricted subsidiaries, to the extent that they relate
to the sale of property, casualty or condemnation receipts, or the issuance of
any equity interest in the joint venture, (5) 100% of net cash proceeds from the
sale of inventory or accounts receivable in a securitization transaction to the
extent cumulative proceeds from such transactions exceed $100.0 million and (6)
100% of net cash proceeds from the issuance of unsecured senior or subordinated
indebtedness issued by Land O'Lakes. In February 2004, we made a mandatory
prepayment of $26.5 million on Term A and Term B loans based on the excess cash
flow calculation for December 31, 2003. In March 2004, we made a mandatory
prepayment of $100 million on Term A and Term B loans due to additional cash
received from the expansion of our accounts receivable securitization.
In December 2003, we issued $175 million of senior secured notes that
mature on December 15, 2010. Proceeds from the issuance were used to make
payments on the Term A loan of $122.5 million and on the Term B loan of $52.5
million. These notes bear interest at a fixed rate of 9% per annum, payable on
June 15 and December 15 each year. The notes are callable beginning in year four
at a redemption price of 104.5%. In year five, the redemption price is 102.25%.
The notes are callable at par beginning in year six.
39
In November 2001, we issued $350 million of senior unsecured notes that
mature on November 15, 2011. Proceeds from the issuance were used to refinance
the Company in connection with the acquisition of Purina Mills. These notes bear
interest at a fixed rate of 8.75% per annum, payable on May 15 and November 15
each year. The notes are callable beginning in year six at a redemption price of
104.375%. In years seven and eight, the redemption price is 102.917% and
101.458%, respectively. The notes are callable at par beginning in year nine.
In 1998, Capital Securities in an amount of $200 million were issued by
our trust subsidiary, and the net proceeds were used to acquire a junior
subordinated note of Land O'Lakes. The holders of the securities are entitled to
receive dividends at an annual rate of 7.45% until the securities mature in
2028. The payment terms of the Capital Securities correspond to the payment
terms of the junior subordinated debentures, which are the sole asset of the
trust subsidiary. Interest payments on the debentures can be deferred for up to
five years, and the obligations under the debentures are junior to all of our
debt. As of September 30, 2004, the outstanding balance of Capital Securities
was $190.7 million.
In April and May 2004 we entered into three $50 million fixed-to-floating
interest rate swap agreements, designated as fair value hedges, in an effort to
return to historical exposure levels for floating interest rate debt. These
swaps mirror the terms of the 8.75% notes and effectively convert $150 million
of such notes from a fixed 8.75% rate to an effective rate of LIBOR plus 385
basis points. At September 30, 2004, the aggregate notional amount of the swaps
is $150 million and the fair value is $0.7 million.
The credit agreements relating to the term loan and revolving credit
facility and the indentures relating to the 8.75% senior unsecured notes and the
9.0% senior secured notes impose certain restrictions on us, including
restrictions on our ability to incur indebtedness, make payments to members,
make investments, grant liens, sell our assets and engage in certain other
activities. In addition, the credit agreements relating to the term loan and
revolving credit facility require us to maintain an interest coverage ratio and
a leverage ratio. These actual and required ratios for the periods indicated
below are as follows:
As of and for the As of and for the
twelve months ended year ended
September 30, 2004 December 31, 2003
------------------- ------------------
Actual Interest Coverage Ratio 3.53 to 1 4.51 to 1
Required Interest Coverage Ratio:
Must be at least 2.50 to 1 2.50 to 1
Actual Leverage Ratio 3.05 to 1 2.63 to 1
Required Leverage Ratio:
Must be no greater than 4.75 to 1 3.75 to 1
The required maximum leverage ratio steps down from 4.75 to 1 to 4.5 to 1
for the December 31, 2004 calculation, to 4.0 to 1 for the December 31, 2005
calculation and to 3.75 to 1 for the December 31, 2006 calculation and
thereafter.
Indebtedness under the term loan and revolving credit facility is secured
by substantially all of the material assets of Land O'Lakes and wholly-owned
domestic subsidiaries (other than LOL Finance Co., LOLFC, LLC and LOL SPV, LLC
(formerly named LOL Farmland Feed SPV, LLC)), including real and personal
property, inventory, accounts receivable (other than those receivables which
have been sold in connection with our receivables securitization), intellectual
property and other intangibles. Indebtedness under the term loans and revolving
credit facility is also guaranteed by our wholly-owned domestic subsidiaries
(other than LOL Finance Co., LOLFC, LLC and LOL SPV, LLC). The 9% senior notes
are secured by a second lien on essentially all of the assets which secure the
term loan and the revolving credit agreement, and are guaranteed by the same
entities. The 8.75% senior notes are unsecured but are guaranteed by the same
entities that guarantee the obligations under the term loan and revolving credit
facility.
40
OFF-BALANCE SHEET ARRANGEMENTS
In order to reduce overall financing costs, we 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, Land
O'Lakes, Land O'Lakes Purina Feed LLC and Purina Mills, LLC sell feed, seed and
certain swine receivables to LOL SPV, LLC, a limited purpose wholly-owned
subsidiary of Land O'Lakes Purina Feed. 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 Purina Feed
or Land O'Lakes. The QSPE purchases the receivables with a combination of cash
initially received from CoBank, equal to the present value of eligible
receivables multiplied by the agreed advance rate; and notes, equal to the
unadvanced present value of the receivables. Land O'Lakes 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, we have retained reserves for estimated
losses.
On March 31, 2004, we completed an amendment to our receivables
securitization facility. Under the amendment, the facility was increased from
$100 million to $200 million. The amendment incorporates receivables generated
in our dairy foods segment. In addition, the amendment increases the facility's
term from one year to three years. Concurrently with the amendment, we applied
the incremental proceeds from the expansion to our outstanding senior bank
facilities, which included the mandatory payment in full of our Term A loan
facility and a partial repayment on our Term B loan facility. The amendment also
reduced the effective cost of the facility from LIBOR plus 175 basis points to
LIBOR plus 137.5 basis points. As of September 30, 2004, $200.0 million was
drawn under this securitization.
CAPITAL LEASES
Cheese and Protein International (CPI), a consolidated joint venture of
Land O'Lakes, leases the real property, certain equipment and the buildings
relating to its cheese manufacturing and whey processing plant in Tulare,
California (the "Lease"). The Lease is accounted for as a capital lease in our
consolidated financial statements, and as of September 30, 2004 the lease
balance was $92.6 million. The Lease base term commenced on April 30, 2002 and
expires on the fifth anniversary, unless CPI requests, and the lessor approves,
one or more one-year base term extensions, which could extend the base term to
no more than ten years. We have entered into a Support Agreement in connection
with the Lease. Pursuant to this agreement, we can elect one of the following
options in the event CPI defaults on its obligations under the Lease: (i) assume
the obligations of CPI, (ii) purchase the leased assets, (iii) fully cash
collateralize the Lease, or (iv) nominate a replacement lessee to be approved by
the lessor. The lease agreement requires, among other things, that CPI maintain
certain financial ratios including minimum tangible net worth and a minimum
fixed charge coverage ratio. CPI is restricted as to borrowings and changes in
ownership. In addition, Land O'Lakes established a $20 million restricted cash
account (which may be replaced with a letter of credit, at our option) which
supports the lease. The restricted cash account or letter of credit may only be
drawn upon in the event of a CPI default, and would reduce amounts otherwise due
under the lease. This support requirement will be lifted when certain financial
targets are achieved by CPI.
Our joint venture partner, Mitsui, has a put option for its remaining
interest, which can be exercised beginning on December 31, 2004 and which takes
effect up to nine months following such notice. The put allows Mitsui to sell
its entire remaining interest to us for $3.2 million, which we have reflected as
a liability on our financial statements. Mitsui may exercise the option earlier,
but only if certain specified actions are deliberately taken by CPI or Land
O'Lakes to Mitsui's material disadvantage. We do not expect that such a scenario
will occur. If we acquire Mitsui's remaining equity interest, and if we do not
replace Mitsui with another partner, CPI would become a restricted subsidiary
under the senior bank facilities at that time. As a restricted subsidiary under
the senior bank facilities, CPI's on-balance sheet debt and income or loss would
be included in the covenant calculations for our senior bank facilities.
Further, as a restricted subsidiary under the senior bank facilities, CPI would
be required to guarantee our senior bank facilities, the 8.75% senior unsecured
notes and the 9% senior secured notes.
MoArk, a consolidated joint venture of Land O'Lakes, had capital leases at
September 30, 2004 of $10.9 million for land, buildings, machinery and equipment
at various locations. Land O'Lakes does not provide any guarantees or support
for any of MoArk's capital leases.
41
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2003, the FASB issued Statement of Financial Accounting Standards
150, "Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity." The statement establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). The statement was effective for us as of January 1, 2004. The
adoption of this standard did not have a material impact on us.
In December 2003, the FASB revised Statement of Financial Accounting
Standards 132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits." The statement revises the disclosures about pension and other
postretirement benefit plans. It requires additional disclosure regarding
changes in benefit obligations and fair value of plan assets. The statement was
effective for the Company as of December 31, 2003. We adopted this Statement for
the year ended December 31, 2003 and have provided the interim disclosures in
Item 1, Financial Statements, Note 13, Pension and Other Postretirement Plans.
In May 2004, the FASB issued FASB Staff Position 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003" (the "Position"). The Position applies to
sponsors of single-employer defined benefit postretirement health care plans
that are impacted by the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the "Act"). In general, the Act introduces a federal
subsidy to sponsors that conclude that prescription drug benefits available
under such plans are actuarially equivalent to the prescription drug benefit now
provided under Medicare pursuant to the Act. The Position is effective as of
July 1, 2004. The effects of the Act have been included in the Company's
measurement of its accumulated benefit obligation in Note 13, Pension and Other
Postretirement Benefit Plans.
FORWARD-LOOKING STATEMENTS
This Form 10-Q for the three months and nine months ended September 30,
2004 includes forward-looking statements. These forward-looking statements can
be identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "could," "should," "seeks," "anticipates," "intends,"
or other variations thereof, including their use in the negative, or by
discussions of strategies, plans or intentions. Although we believe that our
plans, intentions and expectations reflected in, or suggested by, such
forward-looking statements are reasonable, you should be aware that actual
results could differ materially from those projected by the forward-looking
statements. Because actual results may differ, readers are cautioned not to
place undue reliance on forward-looking statements. We assume no obligation to
update such forward-looking statements or to update the reasons that actual
results could differ materially from those anticipated in such forward-looking
statements.
- OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR ABILITY TO
FULFILL OUR OBLIGATIONS UNDER OUR DEBT OBLIGATIONS AND OPERATE OUR
BUSINESS.
- SERVICING OUR INDEBTEDNESS REQUIRES A SIGNIFICANT AMOUNT OF CASH,
AND OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR
CONTROL.
- DESPITE OUR SUBSTANTIAL LEVERAGE, WE ARE ABLE TO INCUR MORE DEBT,
WHICH MAY INTENSIFY THE RISKS ASSOCIATED WITH OUR SUBSTANTIAL
LEVERAGE, INCLUDING OUR ABILITY TO SERVICE OUR DEBT.
- RESTRICTIONS IMPOSED BY OUR DEBT AGREEMENTS LIMIT OUR ABILITY TO
FINANCE FUTURE OPERATIONS OR CAPITAL NEEDS OR ENGAGE IN OTHER
BUSINESS ACTIVITIES THAT MAY BE IN OUR INTEREST.
- AN OVERSUPPLY OF FOOD PROTEIN IN THE UNITED STATES MARKET HAS
REDUCED, AND COULD CONTINUE TO REDUCE, OUR SALES AND MARGINS.
- A GEOGRAPHIC SHIFT IN DAIRY PRODUCTION HAS DECREASED AND COULD
CONTINUE TO DECREASE OUR SALES AND MARGINS.
- CHANGES IN CONSUMER PREFERENCES AND DISTRIBUTION CHANNELS COULD
DECREASE OUR REVENUES AND CASH FLOW.
42
- COMPETITION IN THE INDUSTRY MAY REDUCE OUR SALES AND MARGINS.
- OUR OPERATING RESULTS FLUCTUATE BY SEASON AND ARE AFFECTED BY
WEATHER CONDITIONS.
- INCREASED ENERGY AND GAS COSTS COULD INCREASE OUR EXPENSES AND
REDUCE OUR PROFITABILTIY.
- OUTBREAK OF DISEASE CAN REDUCE OUR NET SALES AND OPERATING MARGINS.
- CHANGES IN THE MARKET PRICES OF THE DAIRY AND AGRICULTURAL
COMMODITIES THAT WE USE AS INPUTS AS WELL AS THE PRODUCTS WE MARKET
MAY CAUSE OUR OPERATING PROFIT AND THE LIKELIHOOD OF RECEIVING
DIVIDENDS FROM OUR JOINT VENTURES TO DECREASE.
- WE OPERATE THROUGH JOINT VENTURES IN WHICH OUR RIGHTS TO EARNINGS
AND TO CONTROL THE JOINT VENTURE ARE LIMITED.
- AGRILIANCE'S BUSINESS MAY BE ADVERSELY AFFECTED BY AGRILIANCE'S
DEPENDENCE UPON ITS SUPPLIERS.
- A LOSS OF OUR COOPERATIVE TAX STATUS COULD INCREASE OUR TAX
LIABILITY.
- OUR LIMITED ACCESS TO EQUITY MARKETS COULD ADVERSELY AFFECT OUR
ABILITY TO OBTAIN ADDITIONAL EQUITY CAPITAL.
- OUR OPERATIONS ARE SUBJECT TO NUMEROUS LAWS AND REGULATIONS,
EXPOSING US TO POTENTIAL CLAIMS AND COMPLIANCE COSTS THAT COULD
ADVERSELY AFFECT OUR BUSINESS.
- INABILITY TO PROTECT OUR TRADEMARKS AND OTHER PROPRIETARY RIGHTS
COULD DAMAGE OUR COMPETITIVE POSITION.
- 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.
- PRODUCT LIABILITY CLAIMS OR PRODUCT RECALLS COULD ADVERSELY AFFECT
OUR BUSINESS REPUTATION AND EXPOSE US TO INCREASED SCRUTINY BY
FEDERAL AND STATE REGULATORS.
- WE COULD INCUR SIGNIFICANT COSTS FOR VIOLATIONS OF OR LIABILITIES
UNDER ENVIRONMENTAL LAWS AND REGULATIONS APPLICABLE TO OUR
OPERATIONS.
- STRIKE OR WORK STOPPAGES BY OUR UNIONIZED WORKERS COULD DISRUPT OUR
BUSINESS.
- THERE IS NO ASSURANCE THAT OUR SENIOR MANAGEMENT TEAM OR OTHER KEY
EMPLOYEES WILL REMAIN WITH US.
For a discussion of additional 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 our Annual Report on Form 10-K/A for the year ended December 31, 2003.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For the nine months ended September 30, 2004 the Company did not
experience significant changes in market risk exposures that materially affect
the quantitative and qualitative disclosures presented in the Company's Annual
Report on Form 10-K/A for the year ended December 31, 2003.
43
We are exposed to market risk from fluctuations in interest rates. We
manage our exposure to interest rate fluctuations through the use of interest
rate swaps. The objective of the swaps is to return to historical exposure
levels for floating interest rate debt. Currently, we have three interest rate
swaps relating to our 8.75% senior unsecured notes. The swaps mirror the terms
of the 8.75% notes and effectively convert $150 million of such notes from a
fixed 8.75% rate to an effective rate of LIBOR plus 385 basis points. The
interest rate swaps are designated as fair value hedges of our fixed rate debt.
As the critical terms of the swaps and the debt are the same, the swap is
assumed to be 100 percent effective and the fair value gains on the swaps are
completely offset by the fair value adjustment to the underlying debt.
ITEM 4. CONTROLS AND PROCEDURES
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
As of the end of the period covered by this report, the Company conducted
an evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.
(b) CHANGES IN INTERNAL CONTROLS.
There were no changes in our internal controls over financial reporting
during the most recently completed fiscal quarter that have materially affected,
or are reasonable likely to materially affect, our internal control over
financial reporting.
PART II. OTHER INFORMATION
ITEM 1. 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. On February 24, 2004, Cache La Poudre Feeds, LLC
("Cache") filed a lawsuit in the United States District Court for the District
of Colorado against the Company, Land O'Lakes Farmland Feed LLC and certain
named officers thereof claiming trademark infringement with respect to certain
animal feed sales under the Profile trade name. Cache seeks damages of at least
$132.8 million, which, it claims, is the amount the named entities generated in
gains, profits and advantages from using the Profile trade name. In response to
Cache's complaint, the Company denied any wrongdoing and pursued certain
counterclaims against Cache relating to, among other things, trademark
infringement, and other claims against Cache for, among other things, defamation
and libel. In addition, the Company believes that Cache's calculation of the
Company's gains, profits and advantages allegedly generated from the use of the
Profile trade name is grossly overstated. The Company believes that sales
revenue generated from the sale of products carrying the Profile trade name are
immaterial. Although the amount of any loss that may result from this matter
cannot be ascertained with certainty, we do not currently believe that it will
result in a loss material to our consolidated financial condition, future
results of operations or cash flow.
Since July 2003, several lawsuits have been filed against the Company by
Ohio alpaca producers in which it is alleged that the Company manufactured and
sold animal feed that caused the death of, or damage to, certain of the
producers' alpacas. It is possible that additional lawsuits or claims relating
to this matter could be brought against the Company. Although the amount of any
loss that may result from these matters cannot be ascertained with certainty, we
do not currently believe that, in the aggregate, they will result in losses
material to our consolidated financial condition, future results of operations
or cash flow.
In December 2002, we reached settlements with defendants whom we claimed
had illegally fixed the prices for various vitamin and methionine products we
purchased. As a result of the settlements, we received proceeds of approximately
$119.5 million in 2003. In the nine months ended September 30, 2004, we received
an additional $4.9 million of proceeds. When combined with the settlement
proceeds received from similar claims settled since the commencement of these
actions, we have received cumulatively approximately $189 million from the
settling defendants. These claims that have been settled represent the vast
majority of our vitamin and methionine purchases.
44
In a letter dated January 18, 2001, we were identified by the United
States Environmental Protection Agency ("EPA") as a potentially responsible
party for clean-up costs in connection with hazardous substances and wastes at
the Hudson Refinery Superfund Site in Cushing, Oklahoma. The letter invited us
to enter into negotiations with the EPA for the performance of a remedial
investigation and feasibility study at the site and also demanded that we
reimburse the EPA approximately $8.9 million for remediation expenses already
incurred at the site. In March 2001, we responded to the EPA denying any
responsibility. No further communication has been received from the EPA.
ITEM 5. OTHER INFORMATION
5.02. DEPARTURE OF PRINCIPAL OFFICER.
Land O'Lakes, Inc. (the "Company") announced, effective as of November 12,
2004, that Robert DeGregorio resigned from his positions as Executive Vice
President of the Company's feed division, President of Land O'Lakes Purina Feed
LLC and President of Purina Mills, LLC.
ITEM 6. EXHIBITS
(a) EXHIBITS
EXHIBIT DESCRIPTION
3.1 Restated Articles of Incorporation of Land O'Lakes, Inc., as
amended, August 1998. (1)
3.2 By-Laws of Land O'Lakes Inc., as amended, February 2003 (1)
4.1 Fourth Amendment dated January 13, 2004 to the Credit
Agreement dated October 11, 2001 among Land O'Lakes, Inc.,
the Lenders party thereto and the Chase Manhattan Bank. (2)
31.1 Certification Pursuant to 15 U.S,C. Section 7241, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification Pursuant to 15 U.S,C. Section 7241, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2 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 an exhibit to the registrant's Registration
Statement on Form S-4 filed April 28, 2004.
(2) Incorporated by reference to an exhibit to the Company's Form 10-K for the
year ended December 31, 2003, filed on March 30, 2004.
* Filed electronically herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the 12th day of November, 2004.
LAND O'LAKES, INC.
By /s/ Daniel Knutson
--------------------------------------------------
Daniel Knutson
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
46