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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 March 31, 2005.
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 [X] No [ ]
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
March 31, 2005: 1,055 shares of Class A common stock, 4,221 shares of Class B
common stock, 182 shares of Class C common stock, and 1,040 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 March 31, 2005 and December 31, 2004 (unaudited)....................... 3
Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 (unaudited)..... 4
Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 (unaudited)..... 5
Notes to Consolidated Financial Statements (unaudited)................................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 18
Item 3. Quantitative and Qualitative Disclosures about Market Risk...................................... 29
Item 4. Controls and Procedures......................................................................... 29
PART II. OTHER INFORMATION............................................................................... 30
Item 1. Legal Proceedings............................................................................... 30
Item 6. Exhibits........................................................................................ 30
SIGNATURES............................................................................................... 31
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LAND O'LAKES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, DECEMBER 31,
2005 2004
------------ ------------
($ IN THOUSANDS)
ASSETS
Current assets:
Cash and short-term investments .................................... $ 39,144 $ 73,136
Restricted cash .................................................... 20,442 20,338
Receivables, net ................................................... 528,754 558,841
Inventories ........................................................ 472,131 454,015
Prepaid expenses ................................................... 51,058 284,484
Other current assets ............................................... 35,224 73,560
------------ ------------
Total current assets .............................................. 1,146,753 1,464,374
Investments .......................................................... 468,986 470,550
Property, plant and equipment, net ................................... 590,561 610,012
Property under capital lease, net .................................... 97,654 100,179
Goodwill, net ........................................................ 329,754 331,582
Other intangibles, net ............................................... 98,120 99,016
Other assets ......................................................... 113,607 124,069
------------ ------------
Total assets ...................................................... $ 2,845,435 $ 3,199,782
============ ============
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term obligations ................................... $ 47,217 $ 51,753
Current portion of long-term debt .................................. 9,319 10,680
Current portion of obligations under capital lease ................. 10,510 10,378
Accounts payable ................................................... 593,566 813,328
Accrued expenses ................................................... 211,312 228,435
Patronage refunds and other member equities payable ................ 16,583 22,317
------------ ------------
Total current liabilities ......................................... 888,507 1,136,891
Long-term debt ....................................................... 811,448 933,236
Obligations under capital lease ...................................... 88,375 90,524
Employee benefits and other liabilities .............................. 182,964 174,877
Minority interests ................................................... 9,752 9,350
Equities:
Capital stock ...................................................... 2,041 2,059
Member equities .................................................... 856,304 852,759
Accumulated other comprehensive loss ............................... (72,609) (73,792)
Retained earnings .................................................. 78,653 73,878
------------ ------------
Total equities .................................................... 864,389 854,904
------------ ------------
Commitments and contingencies
Total liabilities and equities ....................................... $ 2,845,435 $ 3,199,782
============ ============
See accompanying notes to consolidated financial statements.
3
LAND O'LAKES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31,
2005 2004
-------------- --------------
($ IN THOUSANDS)
Net sales ....................................................... $ 2,046,425 $ 2,005,618
Cost of sales ................................................... 1,864,456 1,805,816
-------------- --------------
Gross profit .................................................... 181,969 199,802
Selling, general and administrative ............................. 133,226 133,701
Restructuring and impairment charges ............................ 919 900
-------------- --------------
Earnings from operations ........................................ 47,824 65,201
Interest expense, net ........................................... 22,242 23,209
Other income, net ............................................... (35) (6,187)
Equity in loss (earnings) of affiliated companies ............... 812 (17,382)
Minority interest in earnings of subsidiaries ................... 437 1,400
-------------- --------------
Earnings before income taxes and discontinued operations ........ 24,368 64,161
Income tax expense .............................................. 2,113 17,358
-------------- --------------
Earnings from continuing operations ............................. 22,255 46,803
Earnings (loss) from discontinued operations, net of income
taxes............................................................ 2,041 (1,678)
-------------- --------------
Net earnings .................................................... $ 24,296 $ 45,125
============== ==============
Applied to:
Member equities
Allocated patronage ....................................... $ 21,539 $ 20,258
Deferred equities ......................................... (1,660) (736)
-------------- --------------
19,879 19,522
Retained earnings ......................................... 4,417 25,603
-------------- --------------
$ 24,296 $ 45,125
============== ==============
See accompanying notes to consolidated financial statements.
4
LAND O'LAKES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31,
2005 2004
----------- -----------
($ IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings ................................................................ $ 24,296 $ 45,125
(Earnings) loss from discontinued operations, net of income taxes ........... (2,041) 1,678
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization .............................................. 24,714 27,176
Amortization of deferred financing costs ................................... 3,014 2,561
Bad debt expense ........................................................... 193 379
Proceeds from patronage revolvement received ............................... 749 1,334
Non-cash patronage income .................................................. (677) (412)
Deferred income tax expense (benefit) ...................................... 2,415 (865)
Decrease in other assets ................................................... 4,639 2,267
Decrease in other liabilities .............................................. (548) (416)
Restructuring and impairment charges ....................................... 919 900
Gain on divestiture of businesses .......................................... -- (1,664)
Equity in loss (earnings) of affiliated companies .......................... 812 (17,382)
Minority interests ......................................................... 437 1,400
Other ...................................................................... 240 (476)
Changes in current assets and liabilities, net of divestitures:
Receivables ................................................................ 28,055 7,974
Inventories ................................................................ (24,954) (24,926)
Other current assets ....................................................... 234,077 198,264
Accounts payable ........................................................... (219,762) (176,792)
Accrued expenses ........................................................... 20,759 11,674
----------- -----------
Net cash provided by operating activities ..................................... 97,337 77,799
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment .................................. (10,441) (19,966)
Acquisitions ................................................................ (30,106) --
Payments for investments .................................................... (44) (148)
Net proceeds from divestiture of businesses ................................. -- 7,500
Proceeds from sale of property, plant and equipment ......................... 1,708 2,438
Dividends from investments in affiliated companies .......................... 2,248 8,671
Increase in restricted cash ................................................. (104) (49)
Other ....................................................................... (204) 525
----------- -----------
Net cash used by investing activities ......................................... (36,943) (1,029)
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in short-term debt ................................................. (4,554) (25,126)
Proceeds from issuance of long-term debt .................................... 812 17,605
Principal payments on long-term debt ........................................ (120,459) (137,646)
Principal payments on obligations under capital lease ....................... (2,579) (2,524)
Payments for debt issuance costs ............................................ -- (3,953)
Payments for redemption of member equities .................................. (19,279) (16,308)
Other ....................................................................... (413) 138
----------- -----------
Net cash used by financing activities ......................................... (146,472) (167,814)
Net cash provided by discontinued operations .................................. 52,086 2,300
----------- -----------
Net decrease in cash and short-term investments ............................... (33,992) (88,744)
Cash and short-term investments at beginning of the period .................... 73,136 110,274
----------- -----------
Cash and short-term investments at end of the period .......................... $ 39,144 $ 21,530
=========== ===========
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during periods for:
Interest .................................................................... $ 12,606 $ 14,800
Income taxes (recovered) paid ............................................... (650) 160
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 2004 consolidated
financial statements to conform to the 2005 presentation. For further
information, refer to the audited consolidated financial statements and
footnotes for the year ended December 31, 2004 included in our Annual Report on
Form 10-K. The results of operations and cash flows for interim periods are not
necessarily indicative of results for a full year.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued FASB Staff Position (FSP) No. 109-1,
"Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax
Deduction on Qualified Production Activities Provided by the American Jobs
Creation Act of 2004." FSP No. 109-1 states that the tax deduction on qualified
domestic production activities should be accounted for as a special deduction
under SFAS No. 109, "Accounting for Income Taxes" and not be treated as a rate
reduction. Accordingly, any benefit from the deduction should be reported in the
period in which the deduction is claimed on the tax return. This FSP is
effective January 1, 2005, and the Company has included a $0.3 million tax
benefit in its consolidated financial statements for the three months ended
March 31, 2005.
2. MOARK LLC CONSOLIDATION AND ASSUMED ACQUISITION OF MINORITY INTEREST
Through June 30, 2003, the Company carried its 50% ownership interest in
MoArk under the equity method with an investment balance of $56.7 million.
Osborne Investments, LLC ("Osborne") owned the remaining interest in MoArk. In
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 for a $42.2 million minimum payment in 2007.
In accordance with the provisions of Interpretation No. 46 "Consolidation
of Variable Interest Entities," effective July 1, 2003, the Company consolidated
MoArk into its financial statements. Although Osborne has a 42.5% ownership
interest in MoArk, the Company is allocated 100% of the earnings or loss from
the operations of MoArk. In addition to consolidating MoArk for accounting
purposes, the Company has presumed 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 $35.4
million at March 31, 2005.
3. RESTRICTED CASH
On March 28, 2003, Cheese & Protein International LLC ("CPI"), a 97%-owned
consolidated subsidiary, amended its lease for property and equipment relating
to its cheese manufacturing and whey processing plant in Tulare, CA. 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 would be lifted following the achievement of certain financial
targets by CPI.
4. RECEIVABLES
A summary of receivables is as follows:
MARCH 31, DECEMBER 31,
2005 2004
---------- ------------
Trade accounts .................................................... $ 76,717 $ 67,687
Notes and contracts ............................................... 64,087 65,003
Notes from sale of trade receivables (see Note 5) ................. 334,997 362,123
Other ............................................................. 67,706 79,566
---------- ----------
543,507 574,379
Less allowance for doubtful accounts .............................. 14,753 15,538
---------- ----------
Total receivables, net............................................. $ 528,754 $ 558,841
========== ==========
6
A substantial portion of Land O'Lakes receivables is concentrated in
agriculture as well as 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") was 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; accordingly, the receivables transferred to the SPE are not reflected in
the consolidated balance sheets. However, the Company retains credit risk
related to the repayment of its 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 March 31, 2005, $140 million
was outstanding under this facility, and no amounts were outstanding under this
facility at December 31, 2004. The total accounts receivable sold during the
three months ended March 31, 2005 and 2004 were $1,562 million and $710 million,
respectively.
6. INVENTORIES
A summary of inventories is as follows:
MARCH 31, DECEMBER 31,
2005 2004
--------- -----------
Raw materials............................................ $ 126,930 $ 159,842
Work in process.......................................... 2,050 9,216
Finished goods........................................... 343,151 284,957
--------- -----------
Total inventories........................................ $ 472,131 $ 454,015
========= ===========
7. INVESTMENTS
A summary of investments is as follows:
MARCH 31, DECEMBER 31,
2005 2004
------------ ------------
CF Industries, Inc...................................... $ 213,002 $ 213,002
Agriliance LLC.......................................... 101,347 101,263
Ag Processing Inc....................................... 37,508 37,461
Advanced Food Products LLC ............................. 29,685 31,322
CoBank, ACB............................................. 14,611 15,467
Agronomy Company of Canada Ltd.......................... 10,797 10,549
Melrose Dairy Proteins, LLC............................. 8,134 7,293
Universal Cooperatives.................................. 7,629 7,629
Prairie Farms Dairy, Inc................................ 4,935 4,795
Other -- principally cooperatives and joint ventures.... 41,338 41,769
------------ ------------
Total investments ...................................... $ 468,986 $ 470,550
============ ============
8. GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL
The carrying amount of goodwill is as follows:
MARCH 31, DECEMBER 31,
2005 2004
------------ ------------
Dairy Foods ............................................. $ 69,904 $ 69,904
Feed .................................................... 113,510 113,806
Seed .................................................... 10,456 10,465
Agronomy ................................................ 56,120 57,643
Layers .................................................. 79,764 79,764
------------ ------------
Total goodwill........................................... $ 329,754 $ 331,582
============ ============
The decrease in goodwill of $1.8 million mainly resulted from amortization
associated with investments in joint ventures and cooperatives.
7
OTHER INTANGIBLE ASSETS
A summary of other intangible assets is as follows:
MARCH 31, DECEMBER 31,
2005 2004
--------- ------------
Amortized other intangible assets:
Patents, less accumulated amortization of $4,099 and $3,810, respectively........................ $ 12,671 $ 12,960
Trademarks, less accumulated amortization of $2,595 and $2,495, respectively..................... 1,746 1,845
Other intangible assets, less accumulated amortization of $15,925 and $15,373, respectively...... 7,078 7,586
--------- ------------
Total amortized other intangible assets.......................................................... 21,495 22,391
Total non-amortized other intangible assets -- trademarks........................................ 76,625 76,625
--------- ------------
Total other intangible assets.................................................................... $ 98,120 $ 99,016
========= ============
Amortization expense for the three months ended March 31, 2005 and 2004
was $0.9 million and $1.0 million, respectively. The estimated amortization
expense related to other intangible assets subject to amortization for the next
five years will approximate $2.7 million annually. The weighted-average life of
the intangible assets subject to amortization is approximately 9 years.
9. DEBT OBLIGATIONS
The Company had notes and short-term obligations of $47.2 million at March
31, 2005 and $51.8 million at December 31, 2004. The Company also has a $200
million revolving credit facility due January 2007, subject to a borrowing base
limitation. At March 31, 2005, $144.1 million was available under this facility
after giving effect to $55.9 million of outstanding letters of credit, which
reduce availability.
A summary of long-term debt is as follows:
MARCH 31, DECEMBER 31,
2005 2004
--------- ------------
Term B loan -- paid in full in 2005......................................................... $ -- $ 118,373
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 2005 through 2023 (6.34% weighted average)........................... 70,973 73,471
Industrial development revenue bonds and other secured notes payable -- due 2005 through
2016 (.90% to 6.00%)...................................................................... 14,912 14,917
Capital Securities of Trust Subsidiary -- due 2028 (7.45%).................................. 190,700 190,700
Other debt.................................................................................. 19,182 21,455
--------- ------------
820,767 943,916
Less current portion........................................................................ 9,319 10,680
--------- ------------
Total long-term debt........................................................................ $ 811,448 $ 933,236
========= ============
During the three months ended March 31, 2005, the Company paid off the
remaining balance of the Term B loan without penalty. In February 2005, the
Company made a $50 million prepayment on the Term B loan, of which approximately
$46.5 million was mandatory based on an excess cash flow calculation for the
year ended December 31, 2004, as defined in the credit agreement. The remaining
$3.5 million was optional. In March 2005, the Company made a further prepayment
of the remaining $68.4 million on the Term B loan due, partly, to cash proceeds
received from the disposal of assets related to its swine production operations.
The weighted average interest rate on short-term borrowings and notes
outstanding at March 31, 2005 was 4.36% and at December 31, 2004 was 4.19%.
Borrowings under the revolving credit facility bear interest at a variable rate
(either LIBOR or an Alternative Base Rate) plus an applicable margin. The margin
depends on Land O'Lakes leverage ratio. Based on Land O'Lakes leverage ratio as
of March 31, 2005, 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 the Company.
8
10. OTHER COMPREHENSIVE INCOME
Comprehensive income and the components of other comprehensive income were as
follows:
THREE MONTHS ENDED
MARCH 31,
2005 2004
--------- -----------
Net earnings............................................................................ $ 24,296 $ 45,125
Change in fair value of securities...................................................... (11) (52)
Foreign currency translation adjustment................................................. 1,194 145
--------- -----------
Total comprehensive income.............................................................. $ 25,479 $ 45,218
========= ===========
11. 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
March 31:
OTHER POSTRETIREMENT
PENSION BENEFITS BENEFITS
---------------------- --------------------
2005 2004 2005 2004
------- ------- ------ ------
Service cost .................................................. $ 4,625 $ 5,250 $ 200 $ 250
Interest cost ................................................. 7,350 7,050 1,025 1,050
Expected return on assets ..................................... (8,400) (8,175) -- --
Amortization of actuarial loss ................................ 2,500 1,875 683 650
Amortization of prior service cost ............................ (50) 200 75 75
Amortization of transition obligation ......................... -- -- 150 150
------- ------- ------ ------
Net periodic benefit cost ..................................... $ 6,025 $ 6,200 $2,133 $2,175
======= ======= ====== =======
During the three months ended March 31, 2005, the Company contributed $0.2
million to its defined benefit pension plans and $1.1 million to its other
postretirement benefits plans.
The Company expects to contribute approximately $12.5 million to its
defined benefit pension plans and $5.9 million to its other postretirement
benefits plans in 2005.
12. RESTRUCTURING AND IMPAIRMENT CHARGES
A summary of restructuring and impairment charges is as follows:
THREE MONTHS ENDED
MARCH 31,
2005 2004
------ -------
Restructuring charges ............................. $ -- $ 400
Impairment charges ................................ 919 500
------ -------
Total restructuring and impairment charges......... $ 919 $ 900
====== =======
RESTRUCTURING CHARGES
For the three months ended March 31, 2004, the Dairy Foods segment
recorded a restructuring charge of $0.4 million related to employee severance
for the closure of a facility in Volga, South Dakota.
IMPAIRMENT CHARGES
For the three months ended March 31, 2005, the Dairy Foods segment
recorded a $0.9 million charge for the write-down of fixed assets to their
estimated fair value. For the three months ended March 31, 2004, the Seed
segment recorded goodwill impairment charges of $0.5 million.
9
13. DISCONTINUED OPERATIONS
On February 25, 2005, the Company completed the sale of its swine production
assets. The Company received approximately $42.0 million in net proceeds from
this transaction, which resulted in a gain, net of tax, of approximately $0.1
million.
14. OTHER (INCOME) EXPENSE, NET
THREE MONTHS ENDED
MARCH 31,
2005 2004
------ --------
Gain on legal settlements............................... $ (35) $ (4,523)
Gain on divestiture of businesses....................... -- (1,664)
------ --------
Total other (income) expense, net....................... $ (35) $ (6,187)
====== ========
During the three months ended March 31, 2005 and 2004, the Company
recognized a gain on legal settlements of $0.0 million and $4.5 million,
respectively. The gains represent cash received from product suppliers against
whom the Company alleged certain price-fixing claims.
During the three months ended March 31, 2004, the divestiture of QC, Inc.,
an environmental, dairy and food testing company, resulted in a gain of $1.7
million.
15. SEGMENT INFORMATION
The Company operates in five segments: Dairy Foods, Feed, Seed, 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 and trademarks 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 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 administrative 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 administrative expense is allocated directly.
10
OTHER/
DAIRY FOODS FEED SEED AGRONOMY LAYERS ELIMINATIONS CONSOLIDATED
----------- --------- -------- -------- --------- ------------ ------------
FOR THE THREE MONTHS ENDED MARCH 31, 2005:
Net sales....................................... $ 954,895 $630,665 $352,634 $ -- $105,242 $ 2,989 $2,046,425
Cost of sales(1)................................ 906,979 551,024 307,319 -- 97,122 2,012 1,864,456
Selling, general and administrative............. 40,762 63,361 15,334 3,753 9,508 508 133,226
Restructuring and impairment charges........... 863 -- -- -- -- 56 919
Interest expense (income), net.................. 8,370 7,644 1,281 2,246 3,213 (512) 22,242
Other income, net............................... -- (35) -- -- -- -- (35)
Equity in (earnings) loss of affiliated
companies...................................... (1,331) (533) -- 988 1,682 6 812
Minority interest in earnings of subsidiaries... -- 437 -- -- -- -- 437
---------- -------- -------- -------- -------- ------------ ----------
Earnings (loss) before income taxes and
discontinued operations........................ $ (748) $ 8,767 $ 28,700 $ (6,987) $ (6,283) $ 919 $ 24,368
========== ======== ======== ======== ======== ============ ==========
FOR THE THREE MONTHS ENDED MARCH 31, 2004:
Net sales....................................... $ 906,988 $676,979 $243,367 $ -- $175,359 $ 2,925 $2,005,618
Cost of sales(1)................................ 849,988 600,900 212,551 -- 140,431 1,946 1,805,816
Selling, general and administrative............. 43,240 62,376 14,342 3,791 9,497 455 133,701
Restructuring and impairment charges............ 400 -- 500 -- -- -- 900
Interest expense, net........................... 7,094 7,367 2,060 2,342 3,860 486 23,209
Other income, net............................... (1,754) (4,433) -- -- -- -- (6,187)
Equity in (earnings) loss of affiliated
companies...................................... (2,812) (552) -- (6,217) (7,808) 7 (17,382)
Minority interest in earnings of subsidiaries... -- 1,400 -- -- -- -- 1,400
---------- -------- -------- -------- -------- ------------ ----------
Earnings before income taxes and discontinued
operations..................................... $ 10,832 $ 9,921 $ 13,914 $ 84 $ 29,379 $ 31 $ 64,161
========== ======== ======== ======== ======== ============ ==========
(1) Cost of sales includes unrealized hedging
(gains) losses of:
2005............................................ $ (496) $ (3,588) $ 375 $ -- $ (923) $ -- $ (4,632)
2004............................................ (8,465) (5,483) 2,853 -- (2,052) -- (13,147)
16. SUBSEQUENT EVENT
In April 2005, the Company received notice of a withdrawal request for
$6.3 million related to The Central States, Southeast and Southwest Areas
Pension Fund. Land O'Lakes is a participant in this fund, which relates to union
employees at certain of its plants. Withdrawals are triggered by certain
specified events. Land O'Lakes intends to appeal the withdrawal notice. Under
the law, however, we are required to begin making monthly payments of
approximately $140,000 until such time that our appeal is resolved. The Company
expects to pay as much as $1 million in 2005.
17. CONSOLIDATING FINANCIAL INFORMATION
The Company has entered into financing arrangements which are guaranteed
by the Company and certain of its wholly-owned and majority-owned subsidiaries
and limited liability companies (the "Guarantor Subsidiaries"). Such guarantees
are full, unconditional and joint and several.
The following supplemental financial information sets forth, on an
unconsolidated basis, balance sheet, statement of operations and cash flow
information for Land O'Lakes, Guarantor Subsidiaries and Land O'Lakes other
subsidiaries and limited liability companies (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.
11
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
MARCH 31, 2005
LAND
O'LAKES, WHOLLY-
INC. OWNED NON-
PARENT CONSOLIDATED GUARANTOR
COMPANY GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
---------- ------------ ------------ ------------ ------------
ASSETS
Current assets:
Cash and short-term investments.................... $ 31,063 $ (14,529) $ 22,610 $ -- $ 39,144
Restricted cash.................................... 20,442 -- -- -- 20,442
Receivables, net................................... 374,097 129,929 106,558 (81,830) 528,754
Inventories........................................ 265,208 150,244 56,679 -- 472,131
Prepaid expenses................................... 38,977 6,701 5,380 -- 51,058
Other current assets............................... 23,121 8,339 3,764 -- 35,224
---------- ------------ ------------ ------------ ------------
Total current assets.......................... 752,908 280,684 194,991 (81,830) 1,146,753
Investments.......................................... 1,122,233 18,404 7,963 (679,614) 468,986
Property, plant and equipment, net................... 200,611 229,967 159,983 -- 590,561
Property under capital lease, net.................... -- -- 97,654 -- 97,654
Goodwill, net........................................ 184,374 81,295 64,085 -- 329,754
Other intangibles, net............................... 671 94,372 3,077 -- 98,120
Other assets......................................... 44,115 33,162 49,934 (13,604) 113,607
---------- ------------ ------------ ------------ ------------
Total assets.................................. $2,304,912 $ 737,884 $ 577,687 $ (775,048) $ 2,845,435
========== ============ ============ ============ ============
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term obligations................... $ -- $ (435) $ 91,403 $ (43,751) $ 47,217
Current portion of long-term debt.................. 2,247 38,539 7,023 (38,490) 9,319
Current portion of obligations under capital
lease............................................ -- -- 10,510 -- 10,510
Accounts payable................................... 409,182 149,263 39,314 (4,193) 593,566
Accrued expenses................................... 133,359 62,411 15,542 -- 211,312
Patronage refunds and other
member equities payable.......................... 16,511 -- 72 -- 16,583
---------- ------------ ------------ ------------ ------------
Total current liabilities..................... 561,299 249,778 163,864 (86,434) 888,507
Long-term debt....................................... 736,214 9,360 74,874 (9,000) 811,448
Obligations under capital lease...................... -- -- 88,375 -- 88,375
Employee benefits and other liabilities.............. 143,010 28,068 11,886 -- 182,964
Minority interests................................... -- 3,487 6,265 -- 9,752
Equities:
Capital stock...................................... 2,041 280,111 142,036 (422,147) 2,041
Member equities.................................... 856,304 -- -- -- 856,304
Accumulated other comprehensive loss............... (72,609) (625) -- 625 (72,609)
Retained earnings.................................. 78,653 167,705 90,387 (258,092) 78,653
---------- ------------ ------------ ------------ ------------
Total equities................................ 864,389 447,191 232,423 (679,614) 864,389
---------- ------------ ------------ ------------ ------------
Commitments and contingencies
Total liabilities and equities....................... $2,304,912 $ 737,884 $ 577,687 $ (775,048) $ 2,845,435
========== ============ ============ ============ ============
12
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005
LAND WHOLLY-
O'LAKES, OWNED NON-
INC.PARENT CONSOLIDATED GUARANTOR
COMPANY GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ ------------ ------------
Net sales ............................................. $ 1,096,586 $ 730,402 $ 219,437 $ -- $ 2,046,425
Cost of sales ......................................... 1,011,063 645,284 208,109 -- 1,864,456
----------- ------------ ------------ ------------ ------------
Gross profit .......................................... 85,523 85,118 11,328 -- 181,969
Selling, general and administrative ................... 56,293 65,517 11,416 -- 133,226
Restructuring and impairment charges .................. 919 -- -- -- 919
----------- ------------ ------------ ------------ ------------
Earnings (loss) from operations ....................... 28,311 19,601 (88) -- 47,824
Interest expense, net ................................. 19,923 459 1,860 -- 22,242
Other income, net ..................................... (28) (7) -- -- (35)
(Equity) loss in earnings of affiliated companies ..... (16,287) (520) 1,682 15,937 812
Minority interest in earnings of subsidiaries ......... -- 295 142 -- 437
----------- ------------ ------------ ------------ ------------
Earnings (loss) before income taxes and discontinued
operations ......................................... 24,703 19,374 (3,772) (15,937) 24,368
Income tax expense (benefit) .......................... 2,448 164 (499) -- 2,113
----------- ------------ ------------ ------------ ------------
Earnings (loss) before discontinued operations ........ 22,255 19,210 (3,273) (15,937) 22,255
Earnings from discontinued operations, net of
income taxes ....................................... 2,041 -- -- -- 2,041
----------- ------------ ------------ ------------ ------------
Net earnings (loss) ................................... $ 24,296 $ 19,210 $ (3,273) $ (15,937) $ 24,296
=========== ============ ============ ============ ============
13
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005
LAND WHOLLY-
O'LAKES, INC. OWNED NON-
PARENT CONSOLIDATED GUARANTOR
COMPANY GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------ ------------ ------------ ------------
Cash flows from operating activities:
Net earnings (loss) .................................. $ 24,296 $ 19,210 $ (3,273) $ (15,937) $ 24,296
Earnings from discontinued operations, net of income
taxes ............................................. (2,041) -- -- -- (2,041)
Adjustments to reconcile net earnings (loss)
to net cash (used) provided by operating
activities:
Depreciation and amortization ..................... 11,388 6,857 6,469 -- 24,714
Amortization of deferred financing costs .......... 2,393 -- 621 -- 3,014
Bad debt expense .................................. 193 -- -- -- 193
Proceeds from patronage revolvement received ...... 749 -- -- -- 749
Non-cash patronage income ......................... (212) (465) -- -- (677)
Deferred income tax expense ....................... 2,415 -- -- -- 2,415
Decrease (increase) in other assets ............... 13,571 (1,585) (2,318) (5,029) 4,639
Decrease in other liabilities ..................... (72) (222) (254) -- (548)
Restructuring and impairment charges .............. 919 -- -- -- 919
Equity in (earnings) loss of affiliated
companies ........................................ (16,287) (520) 1,682 15,937 812
Minority interests ................................ -- 295 142 -- 437
Other ............................................. 140 (73) 173 -- 240
Changes in current assets and liabilities, net of
acquisitions and divestitures:
Receivables ....................................... (212,621) 128,708 3,426 108,542 28,055
Inventories ....................................... (24,437) 4,327 (4,844) -- (24,954)
Other current assets .............................. 228,830 3,022 2,225 -- 234,077
Accounts payable .................................. (220,396) 17,465 (4,290) (12,541) (219,762)
Accrued expenses .................................. 15,179 8,508 (2,928) -- 20,759
--------- --------- --------- --------- ---------
Net cash (used) provided by operating
activities ........................................ (175,993) 185,527 (3,169) 90,972 97,337
Cash flows from investing activities:
Additions to property, plant and equipment .......... (7,707) (2,005) (729) -- (10,441)
Acquisitions ........................................ (30,106) -- -- -- (30,106)
Payments for investments ............................ (7,523) (21) -- 7,500 (44)
Proceeds from sale of property, plant and
equipment ......................................... 238 1,465 5 -- 1,708
Dividends from investments in affiliated
companies ......................................... 2,020 200 28 -- 2,248
Increase in restricted cash ......................... (104) -- -- -- (104)
Other ............................................... 1,855 (343) (1,716) -- (204)
--------- --------- --------- --------- ---------
Net cash (used) provided by investing activities ..... (41,327) (704) (2,412) 7,500 (36,943)
Cash flows from financing activities:
Increase (decrease) in short-term debt .............. 81,703 1,149 3,566 (90,972) (4,554)
Proceeds from issuance of long-term debt ............ 812 -- -- -- 812
Principal payments on long-term debt ................ (115,485) (28) (4,946) -- (120,459)
Principal payments on obligations under
capital lease ..................................... -- -- (2,579) -- (2,579)
Distribution to members ............................. 183,830 (183,830) -- -- --
Payments for redemption of member equities .......... (19,279) -- -- -- (19,279)
Other ............................................... (413) -- 7,500 (7,500) (413)
--------- --------- --------- --------- ---------
Net cash provided (used) by financing activities ..... 131,168 (182,709) 3,541 (98,472) (146,472)
Net cash provided by discontinued operations ......... 52,086 -- -- -- 52,086
--------- --------- --------- --------- ---------
Net (decrease) increase in cash ...................... (34,066) 2,114 (2,040) -- (33,992)
Cash and short-term investments at beginning
of period ......................................... 65,129 (16,643) 24,650 -- 73,136
--------- --------- --------- --------- ---------
Cash and short-term investments at end of
period ............................................ $ 31,063 $ (14,529) $ 22,610 $ -- $ 39,144
========= ========= ========= ========= =========
14
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2004
LAND WHOLLY-
O'LAKES, INC. OWNED NON-
PARENT CONSOLIDATED GUARANTOR
COMPANY GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------ ------------ ------------ ------------
ASSETS
Current assets:
Cash and short-term investments ........... $ 65,129 $ (16,643) $ 24,650 $ -- $ 73,136
Restricted cash ........................... 20,338 -- -- -- 20,338
Receivables, net .......................... 380,149 259,080 109,984 (190,372) 558,841
Inventories ............................... 247,609 154,571 51,835 -- 454,015
Prepaid expenses .......................... 270,717 6,835 6,932 -- 284,484
Other current assets ...................... 57,897 11,226 4,437 -- 73,560
----------- ----------- ----------- ----------- -----------
Total current assets ..................... 1,041,839 415,069 197,838 (190,372) 1,464,374
Investments ................................ 1,283,735 17,254 9,651 (840,090) 470,550
Property, plant and equipment, net ......... 213,786 235,286 160,940 -- 610,012
Property under capital lease, net .......... 15 -- 100,164 -- 100,179
Goodwill, net .............................. 184,323 83,098 64,161 -- 331,582
Other intangibles, net ..................... 2,484 93,373 3,159 -- 99,016
Other assets ............................... 46,607 33,943 52,094 (8,575) 124,069
----------- ----------- ----------- ----------- -----------
Total assets ............................. $ 2,772,789 $ 878,023 $ 588,007 $(1,039,037) $ 3,199,782
=========== =========== =========== =========== ===========
LIABILITIES AND EQUITIES
Current liabilities:
Notes and short-term obligations .......... $ 90,944 $ 990 $ 94,827 $ (135,008) $ 51,753
Current portion of long-term debt ......... 3,457 38,263 7,165 (38,205) 10,680
Current portion of obligations
under capital lease ...................... -- -- 10,378 -- 10,378
Accounts payable .......................... 654,660 131,798 43,604 (16,734) 813,328
Accrued expenses .......................... 156,062 53,903 18,470 -- 228,435
Patronage refunds and other member
equities payable ......................... 22,245 72 -- -- 22,317
----------- ----------- ----------- ----------- -----------
Total current liabilities ................ 927,368 225,026 174,444 (189,947) 1,136,891
Long-term debt ............................. 856,070 9,474 76,692 (9,000) 933,236
Obligations under capital lease ............ -- -- 90,524 -- 90,524
Employee benefits and other
liabilities .............................. 134,447 28,289 12,141 -- 174,877
Minority interests ......................... -- 3,192 6,158 -- 9,350
Equities:
Capital stock ............................. 2,059 463,941 134,536 (598,477) 2,059
Member equities ........................... 852,759 -- -- -- 852,759
Accumulated other comprehensive loss ...... (73,792) (500) -- 500 (73,792)
Retained earnings ......................... 73,878 148,601 93,512 (242,113) 73,878
----------- ----------- ----------- ----------- -----------
Total equities ........................... 854,904 612,042 228,048 (840,090) 854,904
----------- ----------- ----------- ----------- -----------
Commitments and contingencies
Total liabilities and equities ........... $ 2,772,789 $ 878,023 $ 588,007 $(1,039,037) $ 3,199,782
=========== =========== =========== =========== ===========
15
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004
LAND WHOLLY- MAJORITY-
O'LAKES, INC. OWNED OWNED NON-
PARENT CONSOLIDATED CONSOLIDATED GUARANTOR
COMPANY GUARANTORS GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------ ------------ ------------ ------------ ------------
Net sales ............................... $ 1,035,927 $ 78,792 $ 646,734 $ 244,165 $ -- $ 2,005,618
Cost of sales ........................... 953,149 68,772 573,536 210,359 -- 1,805,816
----------- ----------- ----------- ----------- ----------- -----------
Gross profit ......................... 82,778 10,020 73,198 33,806 -- 199,802
Selling, general and administrative ..... 58,727 3,784 60,073 11,117 -- 133,701
Restructuring and impairment charges .... 900 -- -- -- -- 900
----------- ----------- ----------- ----------- ----------- -----------
Earnings from operations ............. 23,151 6,236 13,125 22,689 -- 65,201
Interest expense (income), net .......... 20,982 776 (688) 2,139 -- 23,209
Other income, net ....................... (5,898) -- (289) -- -- (6,187)
Equity in (earnings) loss of
affiliated companies .................. (53,087) -- (542) (7,808) 44,055 (17,382)
Minority interest in earnings of
subsidiaries .......................... 1,222 -- -- 178 -- 1,400
----------- ----------- ----------- ----------- ----------- -----------
Earnings (loss) before income taxes
and discontinued operations ........... 59,932 5,460 14,644 28,180 (44,055) 64,161
Income tax expense ...................... 13,129 58 -- 4,171 -- 17,358
----------- ----------- ----------- ----------- ----------- -----------
Earnings (loss) before discontinued
operations ............................ 46,803 5,402 14,644 24,009 (44,055) 46,803
Loss from discontinued operations,
net of income taxes ................... (1,678) -- -- -- -- (1,678)
----------- ----------- ----------- ----------- ----------- -----------
Net earnings (loss) ..................... $ 45,125 $ 5,402 $ 14,644 $ 24,009 $ (44,055) $ 45,125
=========== =========== =========== =========== =========== ===========
16
LAND O'LAKES, INC.
SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004
LAND WHOLLY- MAJORITY-
O'LAKES, INC. OWNED OWNED NON-
PARENT CONSOLIDATED CONSOLIDATED GUARANTOR
COMPANY GUARANTORS GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------ ------------ ------------ ------------ ------------
Cash flows from operating activities:
Net earnings (loss) .......................... $ 45,125 $ 5,402 $ 14,644 $ 24,009 $ (44,055) $ 45,125
Loss from discontinued operations, net of
income tax benefit ......................... 1,678 -- -- -- -- 1,678
Adjustments to reconcile net earnings (loss)
to net cash (used) provided by operating
activities:
Depreciation and amortization .............. 12,087 512 8,915 5,662 -- 27,176
Amortization of deferred financing costs ... 2,425 -- -- 136 -- 2,561
Bad debt expense ........................... 343 -- 36 -- -- 379
Proceeds from patronage revolvement
received .................................. 1,334 -- -- -- -- 1,334
Non-cash patronage income .................. (347) -- (65) -- -- (412)
Deferred income tax expense ................ (865) -- -- -- -- (865)
(Increase) decrease in other assets ........ (2,042) 1,110 1,455 1,657 87 2,267
(Decrease) increase in other liabilities ... (627) (1,256) 607 228 632 (416)
Restructuring and impairment charges ....... 900 -- -- -- -- 900
Gain on divestiture of business ............ (1,664) -- -- -- -- (1,664)
Equity in (earnings) loss of affiliated
companies ................................. (53,087) -- (542) (7,808) 44,055 (17,382)
Minority interests ......................... 1,222 -- -- 178 -- 1,400
Other ...................................... (269) -- (207) -- -- (476)
Changes in current assets and liabilities,
net of acquisitions and divestitures:
Receivables ................................ (99,418) (8,762) 5,917 (29) 110,266 7,974
Inventories ................................ (2,880) (1,548) (12,017) (8,481) -- (24,926)
Other current assets ....................... 205,582 (1,358) (1,416) (4,544) -- 198,264
Accounts payable ........................... (154,975) 5,347 (2,189) 12,238 (37,213) (176,792)
Accrued expenses ........................... 31,805 7,075 (12,565) 503 (15,144) 11,674
--------- --------- --------- --------- --------- ---------
Net cash (used) provided by operating
activities ................................. (13,673) 6,522 2,573 23,749 58,628 77,799
Cash flows from investing activities:
Additions to property, plant and equipment.. (3,871) (5) (2,508) (13,582) -- (19,966)
Payments for investments ................... (8,648) -- -- -- 8,500 (148)
Net proceeds from divestiture of business .. 7,500 -- -- -- -- 7,500
Proceeds from sale of property, plant and
equipment ................................. 2,336 -- 102 -- -- 2,438
Dividends from investments in affiliated
companies ................................. 8,571 -- 100 -- -- 8,671
Increase in restricted cash ................ (49) -- -- -- -- (49)
Other ...................................... 810 -- (285) -- -- 525
--------- --------- --------- --------- --------- ---------
Net cash provided (used) by investing
activities ................................. 6,649 (5) (2,591) (13,582) 8,500 (1,029)
Cash flows from financing activities:
Increase (decrease) in short-term debt ..... 54,029 27 18 (20,572) (58,628) (25,126)
Proceeds from issuance of long-term debt ... 12,934 -- -- 4,671 -- 17,605
Principal payments on long-term debt ....... (132,798) (4,848) -- -- -- (137,646)
Principal payments on obligations under
capital lease ............................. -- -- -- (2,524) -- (2,524)
Payments for redemption of member equities.. (16,308) -- -- -- -- (16,308)
Payments for debt issuance costs ........... (3,953) -- -- -- -- (3,953)
Other ...................................... 138 -- -- 8,500 (8,500) 138
--------- --------- --------- --------- --------- ---------
Net cash (used) provided by financing
activities .................................. (85,958) (4,821) 18 (9,925) (67,128) (167,814)
Net cash provided by discontinued operations.. 2,300 -- -- -- -- 2,300
--------- --------- --------- --------- --------- ---------
Net (decrease) increase in cash .............. (90,682) 1,696 -- 242 -- (88,744)
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 ...................................... $ 9,071 $ 5,903 $ -- $ 6,556 $ -- $ 21,530
========= ========= ========= ========= ========= =========
17
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 five
segments: dairy foods, feed, seed, agronomy and layers. For the three months
ended March 31, 2005, we reported net sales of $2.0 billion and net earnings of
$24.3 million compared to net sales of $2.0 billion and net earnings of $45.1
million for the three months ended March 31, 2004. A steep decline in egg market
prices and a reduction in after-tax unrealized hedging gains were the primary
reasons for the net earnings decline. These were partially offset by strong
volumes and margins in the seed segment.
In April 2004 and June 2004, we announced our intention to reposition our
layers and swine segments, respectively, for strategic growth. We are continuing
to evaluate various repositioning alternatives for layers. In February 2005, we
sold our swine production assets to Maschhoff West LLC for net proceeds of $42.0
million, which resulted in a gain, net of tax, of approximately $0.1 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
$0.8 million for the three months ended March 31, 2005 compared to equity in
earnings of $17.4 million for the three months ended March 31, 2004. Our
investment in unconsolidated businesses amounted to $469.0 million at March 31,
2005 and $470.6 million at December 31, 2004. Cash flow from our equity
investments for the three months ended March 31, 2005 was $2.2 million compared
to $8.7 million for the three months ended March 31, 2004.
Agriliance LLC and CF Industries, Inc. constitute the most significant of
our investments in unconsolidated businesses, both of which are reflected in our
agronomy segment results. Agriliance is a distributor of agricultural inputs and
is owned equally by Land O'Lakes and 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 three months ended:
March 31,
--------------------
2005 2004
-------- --------
(in millions)
AGRILIANCE:
Investment ................. $ 101.3 $ 98.8
Equity in earnings ......... 0.1 6.7
CF INDUSTRIES:
Investment ................. $ 213.0* $ 249.5
Patronage income ........... -- --
* The investment in CF Industries was impaired by $36.5 million during 2004.
For the three months ended March 31, 2005, Agriliance reported net
earnings of $0.2 million, $13.1 million less than net earnings of $13.3 million
for the three months ended March 31, 2004. Year-to-date sales of crop protection
products are down 11% compared to prior year sales and earnings are down $10.7
million due to product mix and continued devaluation related to products losing
patent protection. Year-to-date volumes in crop nutrients are up 22% from last
year but, even with the increased volumes, crop nutrient earnings are down $3.0
million due to low margins in nitrogen-based products, partially offset by
higher potash margins. We received no cash distributions from Agriliance during
the three months ended March 31, 2005 and 2004 since Agriliance typically does
not pay dividends until the third or fourth quarter. We expect to receive
dividends for the year ended December 31, 2005 which would approximate dividends
received in 2004.
Due to the strength of the crop nutrient markets, CF Industries was
profitable for the three month period ended March 31, 2005. 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 three months ended March 31, 2005, nor
has any patronage been allocated to us in the last five years because CF
Industries realized losses from 1998 to 2003. We anticipate that no patronage
allocations will occur until these losses have been recouped.
18
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 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.
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
manufactured. 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 three months
ended March 31, 2005, bulk cheese, which is generally priced the date of make,
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 foodservice 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 three months
ended March 31, 2005, branded, private label, deli and foodservice net sales of
butter and cheese products represented approximately 33% of the dairy foods net
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 $1.58 for the
three months ended March 31, 2005, compared to $1.74 for the three months ended
March 31, 2004. The per-pound market price for butter on December 31, 2004 was
$1.54. 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
$1.54 for the three months ended March 31, 2005, compared to $1.49 for the three
months ended March 31, 2004. 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, 2004 was $1.49.
We maintain a sizable dairy manufacturing presence in the Upper Midwest.
Milk production in the region is stable to slightly up for the three months
ended March 31, 2005 versus 2004 due to lower feed prices coupled with higher
milk prices. There continues to be sufficient milk to meet manufacturing
requirements. 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 decreased $5.3 million for the
three months ended March 31, 2005 compared to the same period for 2004 due to
product mix and volume declines from soft market demand. 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. We
expect pretax losses at CPI to continue through 2005. CPI is expected to be
profitable in 2006.
19
Feed. The feed segment follows industry standards for feed pricing. The
feed industry generally 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. 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
also generally enter into forward input supply contracts to lock in our
operating margins.
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 lower inclusion supplemental feeds and
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; a supplemental feed is somewhere between these two.
Simple blends tend to have lower margins than supplemental feeds, and both 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 of simple blends in our western feed region and
increases in our subsidiaries that manufacture premixes in the western area. In
addition, the increase in vertical integration of swine and poultry producers
has impacted our feed product mix by increasing sales of lower-margin feed
products.
We have seen continued erosion of commodity feed volumes, mainly related
to producer integration in the swine and poultry sectors as well as conscious
efforts made by management to exit some of this low-income business and place
increased focus on value-added business. We expect continued pressure on volumes
in dairy, poultry and swine feed to continue in 2005 as further integration
occurs in the swine and dairy industries.
Layers. MoArk produces and markets shell eggs and liquid egg products.
MoArk's sales and earnings fluctuate depending on egg prices. For the three
months ended March 31, 2005, egg prices averaged $0.74 per dozen, as measured by
the Urner Barry (South Central) market, compared to egg prices of $1.21 per
dozen for the three months ended March 31, 2004. We believe that egg market
prices will remain depressed through the remainder of 2005 due to excess
capacity in the industry and the diminishing popularity of high-protein diets.
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 and are
fully taxed and applied to retained earnings on our balance sheet. We recorded
pre-tax unrealized hedging gains of $6.9 million and pre-tax unrealized hedging
gains of $13.1 million for the three months ended March 31, 2005 and March 31,
2004, respectively.
20
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2005 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
2004
Overview of Results
Our net earnings were $24.3 million for the three months ended March 31,
2005 compared to $45.1 million for the three months ended March 31, 2004. Net
earnings included income tax expense of $2.1 million and $17.4 million for the
three months ended March 31, 2005 and 2004, respectively. The primary reasons
for the decrease in net earnings were a $15.5 million decrease in layers net
earnings, excluding equity in losses of affiliated companies, which resulted
from a steep decline in egg market prices, and a decrease in equity in earnings
from affiliates of $11.2 million. A decrease in after-tax unrealized hedging
gains of $3.8 million also contributed to the decreased earnings. These were
partially offset by an increase in seed net earnings of $9.1 million.
Net Sales
Net sales for the three months ended March 31, 2005 increased $40.8
million, or 2.0%, to $2,046.4 million compared to the same period in 2004.
Increases in seed and dairy foods sales of $157.1 million compared to the three
months ended March 31, 2004 were partially offset by declines in layers and feed
sales of $116.5 million from the prior year. 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 March 31, 2005 decreased $17.8
million, or 8.9%, to $182.0 million compared to $199.8 million for the three
months ended March 31, 2004. The primary reasons for the decrease were a $25.7
million decline in layers gross profit (excluding unrealized hedging gains) due
to a drop in egg market prices and a decrease in unrealized hedging gains of
$8.5 million, mainly in the dairy foods segment. Partially offsetting these
decreases were strong margins and volumes in the seed segment increasing gross
profit by $14.5 million. Gross profit as a percent of net sales decreased 1.1
percentage points to 8.9% for the three months ended March 31, 2005 compared to
10.0% for the same period in 2004. The primary reasons for the decline were a
steep decline in egg market prices and smaller unrealized hedging gains for the
three months ended March 31, 2005 versus the same period for 2004. 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 Administrative Expense
Selling, general and administrative expense for the three months ended
March 31, 2005 decreased $0.5 million to $133.2 million compared to $133.7
million for the three months ended March 31, 2004. The decrease was primarily
due to reduced advertising and promotional expense, mostly in the feed segment,
of $3.8 million for the three months ended March 31, 2005 compared to the prior
year. A partial offset came from an increase in selling expenses of $3.1 million
for the three months ended March 31, 2005 compared to the same period in 2004.
Selling, general and administrative expense as a percent of net sales decreased
0.2 percentage points to 6.5% for the three months ended March 31, 2005 from
6.7% for the three months ended March 31, 2004. The decline as a percent of net
sales was primarily due to the reduced advertising and promotion expenses that
covered an increased level of sales.
Restructuring and Impairment Charges
For the three months ended March 31, 2005, we had restructuring and
impairment charges of $0.9 million compared to $0.9 million for the same period
in 2004. For the three months ended March 31, 2005, dairy foods recorded an
asset impairment of $0.9 million related to whey protein production fixed assets
at the Pine Island, MN facility. For the three months ended March 31, 2004, we
incurred a $0.5 million impairment of goodwill in the seed segment and a $0.4
million restructuring charge related to the closure of our Volga, SD cheese
facility.
Interest Expense, Net
Interest expense, net of interest income, was $22.2 million for the three
months ended March 31, 2005 compared to $23.2 million for the three months ended
March 31, 2004. Changes in our debt structure reduced interest expense by $0.6
million for the three months ended March 31, 2005 compared to the same period
for the prior year. In addition, interest expense for MoArk, LLC decreased $0.5
million.
21
Equity in Losses (Earnings) of Affiliated Companies
For the three months ended March 31, 2005, equity in losses of affiliated
companies was $0.8 million compared to $17.4 million of equity in earnings for
the three months ended March 31, 2004, resulting in an $18.2 million decrease
year over year. Equity in losses from joint venture investments held by MoArk
was $1.7 million for the three months ended March 31, 2005, versus $7.8 million
of equity in earnings for 2004, which resulted in a $9.5 million increase in
losses. Equity in earnings from Agriliance was $0.1 million for the three months
ended March 31, 2005, which was a $6.6 million decrease from the same period
last year. 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 income tax expense of $2.1 million for the three months ended
March 31, 2005 compared to $17.4 million for the three months ended March 31,
2004. The decrease in income tax expense resulted primarily from a reduction of
equity in earnings of $18.2 million for the three months ended March 31, 2005
compared to 2004 and a decrease in unrealized hedging gains to $6.9 million for
the three months ended March 31, 2005 from $13.1 million in 2004.
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 five segments: dairy
foods, feed, seed, 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 and CF Industries can be
found under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Overview - Unconsolidated Businesses."
DAIRY FOODS
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
(in millions) 2005 2004 % CHANGE
---------- ----------- -----------
Net sales........................ $ 954.9 $ 907.0 5.3%
Gross profit..................... 47.9 57.0 (16.0)%
Gross profit % of net sales 5.0% 6.3%
Net Sales
Net sales for the three months ended March 31, 2005 increased $47.9
million, or 5.3%, compared to the three months ended March 31, 2004. The largest
single increase for the three months ended March 31, 2005 was in the Cheese &
Protein International joint venture. The plant has doubled its capacity in the
past year and is continuing to increase sales, up $43.0 million over the same
period last year. Industrial cheese sales increased $11.9 million compared to
the same period in 2004. Sales through our wholesale milk marketing program
increased $5.8 million compared to the same period in 2004 due primarily to
increases in milk market prices. Net sales increased by $16.6 million in spreads
and foodservice cheese and other products. Partially offsetting these increases
were decreases in butter, retail cheese and deli cheese net sales of $29.4
million, primarily due to volume declines compared to the same period in 2004.
Gross Profit
Gross profit for the three months ended March 31, 2005 decreased $9.1
million compared to the three months ended March 31, 2004. Gross profit for
industrial cheese decreased $2.1 million for the three months ended March 31,
2005 versus the same period in 2004. Unrealized hedging gains of $0.5 million
for the three months ended March 31, 2005 compared to gains of $8.5 million for
the three months ended March 31, 2004 resulted in an $8.0 million reduction in
gross profit. Gross profit for value-added cheese decreased $4.6 million due to
the mix of products sold and decreased volumes during the three months ended
March 31, 2005 compared to prior year. In spite of decreased volumes, gross
profit for butter and spreads increased $6.7 million. Gross profit as a percent
of net sales decreased from 6.3% to 5.0% for the three months ended March 31,
2004 versus 2005, respectively, primarily due to the decrease in unrealized
hedging gains.
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FEED
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
(in millions) 2005 2004 % CHANGE
---------- ----------- -----------
Net sales........................ $ 630.7 $ 677.0 (6.8)%
Gross profit..................... 79.6 76.1 4.6 %
Gross profit % of net sales 12.6% 11.2%
Net Sales
Net sales for the three months ended March 31, 2005 decreased $46.3
million, or 6.8%, compared to the three months ended March 31, 2004. Ingredient
sales decreased $42.0 million, or 1.5%. The primary reason for the decrease was
due to lower commodity prices for the three months ended March 31, 2005 compared
to 2004 and partly due to lower sales volumes. Formula feed sales, which
includes lifestyle and livestock feeds decreased $14.0 million due to lower
commodity prices. However, some of the decrease was offset by higher volumes of
our lifestyle feed products, primarily companion animal feeds, largely due to
continued focused efforts in our alternative channel, private label, business,
as well as increased sales of horse feed due to new product introductions and
increased distribution. Sales at our Land O'Lakes Purina Feed subsidiaries
increased $9.5 million due to increased sales of premix feed products.
Gross Profit
Gross profit for the three months ended March 31, 2005 increased $3.5
million, or 4.6%, compared to the three months ended March 31, 2004. Formula
feed gross profit increased $8.1 million largely due to favorable pricing
opportunities in a relatively stable market for the three months ended March 31,
2005, compared to the three months ended March 31, 2004. Offsetting this
increase was a $2.6 million decrease in ingredients due to fewer purchasing
opportunities in a stable market as opposed to the rising market we experienced
in the three months ended March 31, 2004. Unrealized hedging gains of $3.6
million for the three months ended March 31, 2005 compared to $5.5 million for
2004 also resulted in a reduction in gross profit of $1.9 million. Gross profit
as a percent of net sales was 12.6% for the three months ended March 31, 2005
compared to 11.2% for the three months ended March 31, 2004. The increase is
primarily due to an increase in formula feed gross profit.
SEED
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
(in millions) 2005 2004 % CHANGE
---------- ----------- -----------
Net sales........................ $ 352.6 $ 243.4 44.9%
Gross profit..................... 45.3 30.8 47.1%
Gross profit % of net sales 12.8% 12.7%
Net Sales
Net sales for the three months ended March 31, 2005 increased $109.2
million, or 44.9%, to $352.6 million, compared to net sales of $243.4 million
for the three months ended March 31, 2004. Sales of higher priced traited
product, volume growth and an early spring caused an increase in corn sales of
$63.5 million, or 52.8%. Soybean sales increased $40.0 million in 2005, or
57.3%, as a result of a higher sales price and increased volumes in partnered
brands. Strong volumes increased alfalfa sales $3.8 million, or 16.5%. Volume
increases in other seed categories resulted in a sales increase of $2.0 million.
We estimate that approximately $42 million of the total sales increase for the
three months ended March 31, 2005, was due to the timing of warehousing programs
and an early spring.
Gross Profit
Gross profit for the three months ended March 31, 2005 increased $14.5
million, or 47.1%, to $45.3 million, compared to gross profit of $30.8 million
for the three months ended March 31, 2004. Gross profit for alfalfa increased
$3.6 million, or 55.4%, due to strong volumes and a lower cost base. Corn gross
profit increased by $5.6 million, or 41.2%, primarily as a result of volume
growth. Soybean gross profit increased by $2.9 million, or 30.5%, due to strong
volumes of partnered brands. Other seed categories accounted for a decrease in
gross profit of $0.1 million. Unrealized hedging losses on soybean futures
contracts of $0.4 million for the quarter ended March 31, 2005 compared to
unrealized hedging losses of $2.9 million for the quarter ended March 31, 2004
increased gross profit by $2.5 million. We estimate that approximately $6.4
million of the gross profit increase for the three months ended March 31, 2005,
was caused by the timing of shipments due to the timing of warehousing programs
and an early spring. Gross profit as a percent of net sales was 12.8% for the
three months ended March 31, 2005 compared to 12.7% for the same period in the
prior year.
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LAYERS
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
(in millions) 2005 2004 % CHANGE
---------- ----------- -----------
Net sales........................ $ 105.2 $ 175.4 (40.0)%
Gross profit..................... 8.1 34.9 (76.8)%
Gross profit % of net sales 7.7% 19.9%
Net Sales
Net sales for the three months ended March 31, 2005 decreased $70.2
million, or 40.0%, compared to the three months ended March 31, 2004. The
decrease in shell eggs net sales of $45.2 million resulted primarily from a 28%
decrease in the Urner Barry (South Central) egg market price. For the three
months ended March 31, 2005, the average market price of eggs per dozen was
$0.74 versus $1.21 for the three months ended March 31, 2004. Total volume of
shell eggs increased 12% for the period ended March 31, 2005 compared to the
same period in the prior year. A 58% decrease in the average market price for
egg products resulted in a sales decrease of $24.6 million for the three months
ended March 31, 2005 compared to the same period in the prior year.
Gross Profit
Gross profit for the three months ended March 31, 2005 decreased $26.8
million compared to the three months ended March 31, 2004. The decline is
primarily attributable to the drop in the average market price of eggs.
Unrealized hedging gains of $0.9 million for the three months ended March 31,
2005 compared to $2.1 million for the three months ended March 31, 2004, also
decreased gross profit. Gross profit as a percent of net sales was 7.7% for the
three months ended March 31, 2005 compared to 19.9% for the three months ended
March 31, 2004, primarily due to a steep decline in egg market prices.
LIQUIDITY AND CAPITAL RESOURCES
OVERVIEW
We rely on cash from operations, borrowings under our bank facilities 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 $820.8 million as
of March 31, 2005 compared to $943.9 million as of December 31, 2004. The
decrease was primarily due to term debt repayments of $118 million.
Our primary sources of debt at March 31, 2005 included a $200 million
revolving credit facility (which is secured by the majority of the Company's
assets), $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 March 31, 2005, we also had long-term debt related to MoArk of $71.0
million. Land O'Lakes does not provide any guarantees or support for MoArk's
debt. In addition, we had $34.1 million of other miscellaneous long-term debt at
March 31, 2005.
In 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 March 31, 2005, $140 million was outstanding under this
facility compared to $120 million at March 31, 2004 and $0 at December 31, 2004.
In accordance with generally accepted accounting principles, this facility is
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. At March 31, 2005, $144.1 million
was available under our $200 million revolving credit facility for working
capital and general corporate purposes after giving effect to $55.9 million of
outstanding letters of credit, which reduce availability. There was no
outstanding balance on the facility at March 31, 2005. In addition, at March 31,
2005, we had available cash on hand of $39.1 million, including $16 million of
cash at MoArk but excluding $20.4 million in cash held in escrow to support the
capital lease financing of Cheese & Protein International. Total equities as of
March 31, 2005 were $864.4 million.
24
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 the revolving credit facilities, the 9.00% senior secured
notes and our 8.75% senior unsecured notes.
We expect total capital expenditures to be approximately $100 million in
2005 with an estimated $35 million to $45 million of this spending related to
ongoing maintenance capital expenditures. We had $10 million in capital
expenditures for the three months ended March 31, 2005 compared to $20 million
for the three months ended March 31, 2004.
CASH FLOWS
The following table summarizes the key elements for our cash flows for the
following periods:
Three months ended Three months ended
(in millions) March 31, 2005 March 31, 2004
------------------ ------------------
Net cash provided by operating activities... $ 97.3 $ 77.8
Net cash used by investing activities....... (36.9) (1.0)
Net cash used by financing activities....... (146.5) (167.8)
Operating Activities. Net cash provided by operating activities increased
by $19.5 million for the three months ended March 31, 2005 compared to the same
period for 2004, due to changes in working capital requirements.
Investing Activities. Net cash used by investing activities increased
$35.9 million for the three months ended March 31, 2005 compared to the three
months ended March 31, 2004. The increase was primarily due to a $30.1 million
payment related to Dairy Foods' prior acquisition of Madison Dairy, a private
label butter business. Also, dividends received from joint ventures for the
three months ended March 31, 2005 were $2.2 million versus $8.7 million for the
same period for 2004, which resulted in a $6.5 million increase in net cash used
by investing activities in 2005.
Financing Activities. For the three months ended March 31, 2005, net cash
used by financing activities was $146.5 million compared to $167.8 million for
the same period in 2004. This $21.3 million decrease is partly due to payments
on term loans totaling $118.4 million for the three months ended March 31, 2005
compared to $126 million for the three months ended March 31, 2004. Payments on
MoArk debt were $2 million in 2005 compared to $11 million in 2004. In addition,
in 2004 we paid $4.0 million for debt issuance costs but had no similar payment
made in 2005.
PRINCIPAL DEBT FACILITIES
The principal term loan consisted of a syndicated Term B loan facility
with a final maturity of October 10, 2008. The Term B loan was prepayable at any
time without penalty and was completely paid off during the three months ended
March 31, 2005. In February 2005, we made a $50 million prepayment on the Term B
loan, of which approximately $46.5 million was mandatory based on an excess cash
flow calculation for the year ended December 31, 2004, as defined in the credit
agreement. The remaining $3.5 million was optional. In March 2005, we made a
further prepayment of the remaining $68.4 million on the Term B loan due partly
to cash proceeds received from the disposal of assets related to our swine
production operations.
Under our revolving credit facility, 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 revolving credit facility bear interest at a variable rate (either
LIBOR or an Alternative Base Rate) plus an applicable margin. The margin is
dependent upon Land O'Lakes leverage ratio.
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.
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
25
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 March
31, 2005, 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 to maintain an
appropriate balance between fixed and floating rate exposures. These swaps
mirror the terms of the 8.75% senior unsecured notes and effectively converted
$150 million of such notes from a fixed 8.75% rate to an effective rate of LIBOR
plus 385 basis points. At March 31, 2005, the aggregate notional amount of the
swaps is $150 million and the fair value is a liability of $2.6 million. In
April 2005, we elected to reverse $48 million of these swap agreements based
upon favorable markets and an updated assessment of our floating rate interest
exposure. We received an immaterial amount of proceeds related to the swap
reversal.
The credit agreements relating to the revolving credit facility and the
indentures relating to the 8.75% senior unsecured notes and the 9.00% 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 agreement relating to the revolving credit facility requires 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
March 31, 2005 December 31, 2004
------------------- -----------------
Actual Interest Coverage Ratio 3.14 to 1 3.23 to 1
Required Interest Coverage Ratio:
Must be at least 2.50 to 1 2.50 to 1
Actual Leverage Ratio 2.66 to 1 3.17 to 1
Required Leverage Ratio:
Must be no greater than 4.50 to 1 4.50 to 1
The required maximum leverage ratio steps down from 4.5 to 1 for the March
31, 2005 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 revolving credit facility is secured by
substantially all of the material assets of Land O'Lakes and its 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 revolving credit facility
is also guaranteed by our wholly-owned domestic subsidiaries (other than LOL
Finance Co., LOLFC, LLC, and LOL SPV, LLC). The 9.00% senior notes are secured
by a second lien on essentially all of the assets which secure 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 revolving credit facility.
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 and Purina Mills sell feed, seed and certain
other 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. 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.
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In March 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 incorporated receivables generated in our dairy
foods segment. In addition, the amendment increased the facility's term from one
year to three years. Concurrent 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 March 31, 2005, $60 million was available under this
securitization.
CAPITAL LEASES
Cheese & Protein International (CPI), a consolidated joint venture of Land
O'Lakes, leases 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 March 31, 2005 the lease balance was $88.1 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. In addition, CPI is restricted as to borrowings and
changes in ownership.
On March 28, 2003, the CPI lease agreement was amended. The amendment
postponed the measurement of the fixed charge coverage ratio until March 2005.
The required ratio was met as of March 31, 2005 and the company expects to meet
the required coverage ratios throughout 2005. 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 would 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 takes effect up to nine months following notice. The put allows
Mitsui to sell its entire remaining interest to us for $3.2 million, which we
have reflected as a liability in the accompanying consolidated financial
statements, plus any future contributions which Mitsui may make. 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 revolving credit facility. Further, as a
restricted subsidiary under the revolving credit facility, CPI would be required
to guarantee the revolving credit facility, the 8.75% senior unsecured notes and
the 9.00% senior secured notes.
MoArk, a consolidated joint venture of Land O'Lakes, had capital leases at
March 31, 2005 of $10.7 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.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued FASB Staff Position ("FSP") No. 109-1,
"Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax
Deduction on Qualified Production Activities Provided by the American Jobs
Creation Act of 2004." FSP No. 109-1 states that the tax deduction on qualified
domestic production activities should be accounted for as a special deduction
under SFAS No. 109, "Accounting for Income Taxes," and not be treated as a rate
reduction. Accordingly, any benefit from the deduction should be reported in the
period in which the deduction is claimed on the tax return. This FSP is
effective January 1, 2005, and the Company has included a $0.3 million tax
benefit in its consolidated financial statements for the three months ended
March 31, 2005.
FORWARD-LOOKING STATEMENTS
This Form 10-Q for the three months ended March 31, 2005 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. Factors which could cause
actual results to differ materially from those projected by the forward-looking
statements include the following:
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- OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR ABILITY TO
FULFILL OUR OBLIGATIONS UNDER OUR DEBT OBLIGATIONS AND OPERATE OUR
BUSINESSES.
- 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 WILL BE ABLE TO INCUR MORE
DEBT, WHICH MAY INTENSIFY THE RISKS ASSOCIATED WITH OUR SUBSTANTIAL
LEVERAGE, INCLUDING OUR ABILITY TO SERVICE OUR DEBT.
- IF CREDITORS OF OUR SUBSIDIARIES AND JOINT VENTURES MAKE CLAIMS WITH
RESPECT TO THE ASSETS AND EARNINGS OF THESE COMPANIES, SUFFICIENT
FUNDS MAY NOT BE AVAILABLE TO REPAY OUR INDEBTEDNESS AND WE MAY NOT
RECEIVE THE CASH WE EXPECT FROM INTERCOMPANY TRANSFERS.
- 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.
- THE COLLATERAL MAY NOT BE VALUABLE ENOUGH TO SATISFY ALL THE
OBLIGATIONS SECURED BY THE COLLATERAL.
- AN OVERSUPPLY OF FOOD PROTEIN IN THE UNITED STATES MARKET HAS
REDUCED, AND COULD CONTINUE TO REDUCE, OUR SALES AND MARGINS.
- 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.
- 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.
- OUTBREAKS 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.
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- 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.
- STRIKES 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 for the year ended December 31, 2004.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For the three months ended March 31, 2005 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 for the year ended December 31, 2004.
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 maintain an appropriate balance
between fixed and floating rate exposures. As of March 31, 2005, we had three
interest rate swaps relating to our 8.75% senior unsecured notes. 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. The interest rate swaps are designated as fair value hedges of our fixed
rate debt. As 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 or losses on the
swaps are completely offset by the fair value adjustment to the underlying debt.
At March 31, 2005, the notional amount of the swaps was $150 million in
aggregate and the fair value was a liability for $2.6 million and is reflected
in other liabilities on our consolidated financial statements. In April 2005,
the Company elected to reverse $48 million of these swap agreements based upon
favorable markets and an updated assessment of the Company's floating rate
interest exposure. The Company received an immaterial amount of proceeds related
to the swap reversal.
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 CONTROL
There were no changes in our internal control 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.
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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 individuals 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 are 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.
In 2003, several lawsuits were 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 against 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. We received an additional $6.1 million of
proceeds in 2004 and $0.7 million in 2005. When combined with the settlement
proceeds received from similar claims settled since the commencement of these
actions, we have received cumulatively approximately $191 million from the
settling defendants. We do not expect to receive additional settlements from
these matters.
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 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)
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.
* 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 13th day of May, 2005.
LAND O'LAKES, INC.
By /s/ Daniel Knutson
--------------------------------------------------
Daniel Knutson
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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