FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File
November 30, 1995 Number 2-67985
FARMLAND INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Kansas 44-0209330
(State of Incorporation) (I.R.S. Employer Identification No.)
3315 North Farmland Trafficway, Kansas City, Missouri
(Address of principal executive offices)
64116-0005
(Zip Code)
816-459-6000
(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 { }
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<CAPTION
August 31 November 30
1995 1995
(Amounts in Thousands)
Current Assets:
Accounts receivable - trade . . . . . . . . . . . . . . . . . . . . $ 446,232 $ 519,088
Inventories (Note 2) . . . . . . . . . . . . . . . . . . . . . . . 772,528 807,462
Other current assets . . . . . . . . . . . . . . . . . . . . . . . 60,883 89,829
Total Current Assets . . . . . . . . . . . . . . . . . . . . . $ 1,279,643 $ 1,416,379
Investments and Long-Term Receivables . . . . . . . . . . . . . . . . . . $ 185,687 $ 205,959
Property, Plant and Equipment:
Property, plant and equipment, at cost . . . . . . . . . . . . . . $ 1,334,849 $ 1,374,264
Less accumulated depreciation and amortization . . . . . . . . . . 742,704 756,715
Net Property, Plant and Equipment . . . . . . . . . . . . . . . . . $ 592,145 $ 617,549
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 128,468 $ 134,386
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,185,943 $ 2,374,273
<FN>
See Accompanying Notes to Condensed Consolidated Financial Statements.
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND EQUITIES
<CAPTION
August 31 November 30
1995 1995
(Amounts in Thousands)
Current Liabilities:
Checks and drafts outstanding . . . . . . . . . . . . . . . . . . . $ 37,088 $ 95,989
Accounts and notes payable . . . . . . . . . . . . . . . . . . . . 592,038 647,834
Current maturities of long-term debt . . . . . . . . . . . . . . . 42,394 43,933
Other current liabilities . . . . . . . . . . . . . . . . . . . . . 288,610 310,057
Total Current Liabilities . . . . . . . . . . . . . . . . . . $ 960,130 $ 1,097,813
Long-Term Debt (excluding current maturities) . . . . . . . . . . . . . . $ 506,033 $ 506,283
Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,501 $ 17,994
Minority Owners' Equity in Subsidiaries . . . . . . . . . . . . . . . . . $ 19,992 $ 12,644
Net Income (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -0- $ 52,284
Capital Shares and Equities:
Common shares, $25 par value - Authorized
50,000,000 shares . . . . . . . . . . . . . . . . . . . . . . $ 385,409 $ 434,840
Other equities . . . . . . . . . . . . . . . . . . . . . . . . . . 301,878 252,415
Total Capital Shares and Equities . . . . . . . . . . . . . . $ 687,287 $ 687,255
Contingent Liabilities and Commitments (Note 3)
Total Liabilities and Equities . . . . . . . . . . . . . . . . . . . . . $ 2,185,943 $ 2,374,273
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
November 30 November 30
1994 1995
(Amounts in Thousands)
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,616,167 $ 2,156,949
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,481,889 2,009,590
Gross income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 134,278 $ 147,359
Selling, general & administrative expenses . . . . . . . . . . . . . . . $ 75,346 $ 81,261
Other income (deductions):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . $ (13,443) $ (14,289)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,642 4,185
Total other income (deductions) . . . . . . . . . . . . . . . . . . . . . $ (8,801) $ (10,104)
Income before income taxes, equity in net income
of investees and minority owners' interest in
net (income) loss of subsidiaries . . . . . . . . . . . . . . . . . $ 50,131 $ 55,994
Income tax (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . (8,768) (12,162)
Income before equity in net income of investees
and minority owners' interest in
net (income) loss of subsidiaries . . . . . . . . . . . . . . . . . $ 41,363 $ 43,832
Equity in net income of investees (Note 4) . . . . . . . . . . . . . . . 6,370 9,832
Minority owners' interest in net (income)
loss of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 212 (1,380)
Net income (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 47,945 $ 52,284
<FN>
See Accompanying Notes to Condensed Consolidated Financial Statements.
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
November 30 November 30
1994 1995
(Amounts in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 47,945 $ 52,284
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . 16,435 17,749
Equity in (income) of investee . . . . . . . . . . . . . . . . (6,370) (9,832)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . (628) 3,908
Changes in assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . 12,724 (73,314)
Inventories . . . . . . . . . . . . . . . . . . . . . . . (52,512) (34,934)
Other current assets . . . . . . . . . . . . . . . . . . 14,036 (26,599)
Accounts payable . . . . . . . . . . . . . . . . . . . . (23,860) 71,319
Advances on product purchases . . . . . . . . . . . . . . 50,028 69,613
Other current liabilities . . . . . . . . . . . . . . . . 856 3,726
Net cash provided by operating activities . . . . . . . . . . . . . . . . $ 58,654 $ 73,920
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of investments and notes receivable . . . . $ 6,502 $ 1,335
Acquisition of investments and notes receivable . . . . . . . . . . (9,232) (11,878)
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . (20,764) (44,951)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,312 (859)
Net cash (used in) investing activities . . . . . . . . . . . . . . . . . $ (22,182) $ (56,353)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) of demand loan certificates . . . . . . . . $ 3,768 $ (597)
Proceeds from bank loans and notes payable . . . . . . . . . . . . 191,610 107,316
Payments on bank loans and notes payable . . . . . . . . . . . . . (300,727) (123,171)
Proceeds from issuance of subordinated debt certificates . . . . . 9,092 11,525
Payments for redemption of subordinated debt certificates . . . . . (3,433) (11,487)
Increase of checks and drafts outstanding . . . . . . . . . . . . . 57,536 58,901
Payments for redemption of equities . . . . . . . . . . . . . . . . (12,166) (23,380)
Payments of patronage refunds and dividends . . . . . . . . . . . . (26,236) (32,594)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -0- (4,080)
Net cash (used in) financing activities . . . . . . . . . . . . . . . . . $ (80,556) $ (17,567)
Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . . $ (44,084) $ -0-
Cash and cash equivalents at beginning of period . . . . . . . . . . . . 44,084 -0-
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . $ -0- $ -0-
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) INTERIM FINANCIAL STATEMENTS
Operating results for any quarter are not necessarily indicative of the
results expected for the full year. The principal businesses of the Company are
highly seasonal. Historically, the majority of sales of farm supply products
occur in the spring. Revenues in the beef business and in grain marketing
historically have been concentrated in the summer and summer is the lowest sales
period for pork products. In view of the seasonality of the Company's
businesses, it must be emphasized that the results for the three months ended
November 30, 1995 should not be annualized to project a full year's results.
Unless the context requires otherwise, (i) "Farmland" or the "Company"
herein refers to Farmland Industries, Inc. and its consolidated subsidiaries,
and (ii) all references herein to "year" or "years" are to fiscal years ended
August 31.
The information included in these Condensed Consolidated Financial
Statements of Farmland reflects all adjustments (consisting only of normal
recurring accruals) which, in the opinion of management, are necessary for a
fair statement of the results for the interim periods presented.
In accordance with the bylaws of Farmland and its cooperative
subsidiaries, the member-sourced portion of income before income taxes is
determined annually and distributed to members of Farmland as patronage refunds.
The member-sourced portion of such income is determined on the basis of the
quantity or value of business done by Farmland during the year with or for
patrons entitled to receive patronage refunds. As this determination is made
only after the end of the fiscal year, and since the appropriation of earned
surplus is dependent on the determination of the amount of patronage refunds,
and in view of the fact that the portion of the annual patronage refund to be
paid in cash and Farmland equity (common stock, associate member common stock or
capital credits) is determined (by the Farmland Board of Directors at its
discretion) after the amount of the annual patronage refund has been determined,
Farmland makes no provision for patronage refunds in its interim financial
statements. Therefore, the amount of net income has been reflected as a
separate item in the accompanying November 30, 1995 Condensed Consolidated
Balance Sheet.
(2) INVENTORIES
Major components of inventories at August 31, 1995 and November 30, 1995
are as follows:
August 31 November 30
1995 1995
(Amounts in Thousands)
Finished and in-process products . . . $ 682,801 $ 704,727
Materials . . . . . . . . . . . . . . 39,399 52,268
Supplies . . . . . . . . . . . . . . . 50,328 50,467
$ 772,528 $ 807,462
Grain inventories are valued at market adjusted for the net unrealized
gains or losses on open grain contracts. Crude oil, refined petroleum products,
cattle and beef by-products are valued at the lower of last-in, first-out (LIFO)
cost or market. Other inventories are valued at the lower of first-in,
first-out (FIFO) cost or market. Supplies are valued at cost.
In applying the lower of cost or market valuation method in the case of
petroleum LIFO inventory, the general practice is modified to conform to the
integral view of interim financial statements. Accordingly, a seasonal market
value decline below cost of LIFO inventories, at an interim date, which is
reasonably expected to be restored by year-end, is not recognized in interim
results of operations since no loss is expected to be incurred in the annual
period. At November 30, 1995, the carrying values of crude oil and refined
petroleum inventories stated under the LIFO method was $92.1 million. This
exceeded the market value of such inventory by $10.4 million. However, based on
historical prices of energy products and seasonal market price variations, the
market value decline below cost is expected to be a temporary seasonal price
fluctuation and, accordingly, such decline has not been recognized in the
accompanying Condensed Consolidated Financial Statements. If the lower of
first-in, first-out (FIFO) cost or market had been used to value these products,
the carrying values of inventories at November 30, 1995 would have been lower by
$4.7 million.
The LIFO method of accounting for beef inventories had no effect on the
carrying value of inventories or on the income reported for the three months
ended November 30, 1995 because market value of these inventories was lower
than LIFO, and approximated FIFO cost.
(3) CONTINGENCIES
In July 1983, Farmland sold the stock of Terra Resources, Inc. ("Terra"),
a wholly owned subsidiary engaged in oil and gas exploration and production
operations, and exited its oil and gas exploration and production activities.
The gain from the sale of Terra amounted to $237.2 million for tax reporting
purposes.
On March 24, 1993, the Internal Revenue Service ("IRS") issued a
statutory notice to Farmland asserting deficiencies in federal income taxes
(exclusive of statutory interest thereon) in the aggregate amount of $70.8
million. The asserted deficiencies relate primarily to the Company's tax
treatment of the $237.2 million gain resulting from its sale of the stock of
Terra and the IRS's contention that Farmland incorrectly treated the Terra sale
gain as income against which certain patronage-sourced operating losses could be
offset. The statutory notice further asserts that Farmland incorrectly
characterized for tax purposes gains aggregating approximately $14.6 million,
and a loss of approximately $2.3 million from dispositions of certain other
assets
On June 11, 1993, Farmland filed a petition in the United States Tax
Court contesting the asserted deficiencies in their entirety. The case was
tried on June 13-15, 1995. The parties submitted post-trial briefs to the court
in September 1995 and reply briefs were submitted to the court in November 1995.
If the United States Tax Court decides in favor of the IRS on all
unresolved issues raised in the statutory notice, Farmland would have additional
federal and state income tax liabilities aggregating approximately $85.8 million
plus accumulating statutory interest thereon (approximately $188.8 million
before tax benefits of the interest deduction, through December 31, 1995), or
$274.6 million in the aggregate at December 31, 1995. In addition, such a
decision would affect the computation of Farmland's taxable income for its 1989
tax year and, as a result, could increase Farmland's federal and state income
taxes for that year by approximately $5.0 million plus applicable statutory
interest thereon. Finally, the additional federal and state income taxes and
accrued interest thereon, which would be owed based on an adverse decision,
would become immediately due and payable unless the Company appealed the
decision and posted the requisite bond to stay assessment and collection.
The liability resulting from an adverse decision would be charged to
current operations and would have a material adverse effect on the Company and
may affect its ability to pay, when due, principal and interest on the Company's
indebtedness. In order to pay any such tax claim, the Company would have to
consider new financing arrangements, including the incurrence of indebtedness
and the sale of assets. Moreover, the Company would be required to renegotiate
the Credit Agreement with its bank lenders, as well as other existing financing
agreements with certain other parties, not only to permit such new financing
arrangements, but also to cure events of default under the Credit Agreement and
certain of such other existing agreements and to maintain compliance with
various requirements of the Credit Agreement and such other existing financing
agreements, including working capital and funded indebtedness provisions, in
order to avoid default thereunder. No assurance can be given that such
financing arrangements or such renegotiation would be successfully concluded.
No provision has been made in the consolidated financial statements for
federal or state income taxes (or interest thereon) in respect of the IRS claims
described above. Farmland believes that it has meritorious positions with
respect to all of these claims.
In the opinion of Bryan Cave, Farmland's special tax counsel, it is more
likely than not that the courts will ultimately conclude that Farmland's
treatment of the Terra sale gain was substantially, if not entirely, correct.
Such counsel has further advised, however, that none of the issues involved in
this dispute is free from doubt, and there can be no assurance that the courts
will ultimately rule in favor of Farmland on any of these issues.
The Company has been designated by the Environmental Protection Agency as
a potentially responsible party ("PRP") under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), at various sites.
The Company currently is aware of probable obligations for environmental
matters at 35 properties. As of November 30, 1995, the Company has made an
environmental accrual of $18.5 million. The Company periodically reviews and,
as appropriate, revises its environmental accruals. Based on current
information and regulatory requirements, the Company believes that the accruals
established for environmental expenditures are adequate.
The Company's actual final costs of addressing certain environmental
matters are not quantifiable, and therefore have not been accrued, because such
matters are in preliminary stages and the timing, extent and costs of various
actions which governmental authorities may require are currently unknown.
Management also is aware of other environmental matters for which there is a
reasonable possibility that the Company will incur costs to resolve. It is
possible that the costs of resolution of the matters described in this paragraph
may exceed the liabilities which, in the opinion of management, are probable and
which costs are reasonably estimable at November 30, 1995. In the opinion of
management, it is reasonably possible for such costs to be approximately an
additional $22.2 million.
Under the Resource Conservation Recovery Act of 1976 ("RCRA"), the
Company has five closure and five post-closure plans in place for six locations.
Closure and post-closure plans also are in place for three landfills and two
injection wells as required by state regulations. Operations are being
conducted at these locations and the Company does not plan to terminate such
operations in the foreseeable future. Therefore, the Company has not accrued
these environmental exit costs. The Company accrues these liabilities when
plans for termination of plant operations have been made. Such closure and
post-closure costs are estimated to be $5.1 million at November 30, 1995 (and is
in addition to the $22.2 million discussed in the prior paragraph).
The Company is currently involved in three administrative proceedings
brought by Region VII of the Environmental Protection Agency (''EPA'') with
respect to alleged violations under the Clean Air Act, the Emergency Planning
and Community Right-to-Know Act and RCRA at the Coffeyville refinery. The
Company is currently negotiating with the EPA concerning these matters and
believes that such negotiations may result in compromise settlements, including
the possible implementation of a Supplemental Environmental Project. Absent
such settlement, the Company may contest the EPA's allegations. Management's
estimate of probable civil fines and penalties for these three proceedings has
been included in the environmental accrual discussed above. See "Legal
Proceedings", contained in the Company's Annual Report on Form 10-K for the year
ended August 31, 1995 ("1995 Form 10-K").
(4) SUMMARIZED FINANCIAL INFORMATION OF INVESTEES ACCOUNTED FOR BY THE EQUITY
METHOD
Summarized financial information of investees accounted for by the equity
method for the three months ended November 30, 1994 and 1995 is as follows:
November 30 November 30
1994 1995
(Amounts in Thousands)
Net sales . . . . . . . . . . . . . . . $ 233,402 $ 138,236
Net Income . . . . . . . . . . . . . . $ 10,111 $ 19,362
Farmland's equity in net income . . . $ 6,370 $ 9,832
The Company's investments accounted for by the equity method consist
principally of 50% equity interests in two phosphate fertilizer manufacturing
ventures (Farmland Hydro, L.P. and SF Phosphates Limited Company) and, through
March 31, 1995, a 50% interest in Hyplains Beef, L.C. ("Hyplains") (such
interest having been contributed by the Company to National Beef Packing
Company, L.P. ("NBPC"), a majority-owned subsidiary, in return for an additional
10% ownership interest.)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company has historically maintained two primary sources for debt
capital: a substantially continuous public offering of its debt securities (the
''continuous debt program'') and bank lines of credit.
The Company's debt securities issued under the continuous debt program
generally are offered on a best-efforts basis through the Company's wholly owned
broker-dealer subsidiary, Farmland Securities Company, and through American
Heartland Investments, Inc. (which is not affiliated with Farmland), and also
may be offered by selected unaffiliated broker-dealers. The types of securities
offered in the continuous debt program include certificates payable on demand
and five- and ten-year subordinated debt certificates. The total amount of such
debt outstanding and the flow of funds to, or from, the Company as a result of
the continuous debt program are influenced by the rate of interest which
Farmland establishes for each type of debt certificate offered and by options of
Farmland to call for redemption certain of its outstanding debt certificates.
During the three months ended November 30, 1995, the outstanding balance of
demand loan and subordinated debt certificates decreased $.6 million.
Farmland has a $650.0 million Credit Agreement. The Credit Agreement
provides short-term credit of up to $450.0 million to finance seasonal
operations and inventory, and revolving term credit of up to $200.0 million. At
November 30, 1995, short-term borrowings under the Credit Agreement were
$232.7 million, revolving term borrowings were $85.0 million and $35.0 million
was being utilized to support letters of credit issued on behalf of Farmland by
participating banks.
At November 30, 1995, Farmland was in compliance with all covenants under
the Credit Agreement. The Company and the bank participants annually renew the
short-term commitments of the Credit Agreement. The next renewal date is in May
1996. Management expects that the short-term commitment will be renewed;
however, at such annual renewal date, any bank participant may choose not to
renew its portion of the short-term commitment. The revolving term loan
facility will expire in May 1997.
The Company maintains other borrowing arrangements with banks and financial
institutions. At November 30, 1995, $44.2 million was borrowed under such
agreements. Leveraged leasing has been utilized to finance railcars and a
substantial portion of the Company's fertilizer production equipment.
NBPC maintains a $90.0 million borrowing agreement with a group of banks
which provide financing support for its beef packing operations. Such
borrowings are nonrecourse to Farmland or Farmland's other affiliates (except
to the extent of $10 million). At November 30, 1995, $41.3 million was
borrowed under this agreement and $1.0 million was utilized to support
letters of credit. In addition, NBPC has incurred certain long-term
borrowings from Farmland. NBPC has pledged certain assets to Farmland and
such group of banks to support its borrowings.
Tradigrain, which is comprised of seven international grain trading
subsidiaries of Farmland, has borrowing agreements with various international
banks which provide financing and letters of credit to support current
international grain trading transactions. At November 30, 1995, such short-term
borrowing totaled $72.9 million. Obligations of Tradigrain under these loan
agreements are nonrecourse to Farmland or Farmland's other affiliates.
In the opinion of management, these arrangements for debt capital are
adequate for the Company's present operating and capital plans. However,
alternative financing arrangements are continuously evaluated.
As a cooperative, Farmland's member-sourced net earnings (i.e., income from
business done with or for members) are distributed to its voting members,
associate members and other patrons in the form of common equity, capital
credits or cash. For this purpose, net income or loss is determined in
accordance with generally accepted accounting principles. Income other than
member-sourced income is treated as "nonmember-sourced income". Nonmember-
sourced income is subject to income tax and after-tax earnings are transferred
to earned surplus. Under Farmland's bylaws, the member-sourced income is
distributed to members as patronage refunds unless the earned surplus account,
at the end of that year, is lower than 30% of the sum of the prior year-end
balance of outstanding common shares, associate member shares, capital credits,
nonmember capital and patronage refunds payable in equities. In such cases,
member-sourced income is reduced by the lesser of 15% or an amount required to
increase the earned surplus account to the required 30%. The amount by which
the member-sourced income is so reduced is treated as nonmember-sourced income.
The member-sourced income remaining is distributed to members as patronage
refunds.
Generally, a portion of the patronage refund is distributed in cash and the
balance is allocated to equity (the "allocated equity portion") and distributed
in common shares, associate member common shares or capital credits (depending
on the membership status of the recipient), or the Board of Directors may
determine to distribute the allocated equity portion in any other form or forms
of equities. The allocated equity portion of the patronage refund is determined
annually by the Board of Directors, but the allocated equity portion of the
patronage refund is not deductible for federal income tax purposes when it is
issued unless at least 20% of the amount of the patronage refund is paid in
cash. The allocated equity portion of the patronage refund is a source of funds
from operations which is retained for use in the business and increases
Farmland's equity base. Common shares and associate member common shares may be
redeemed by cash payments from Farmland to holders thereof who participate in
Farmland's base capital plan. Capital credits and other equities of Farmland
and Farmland Foods, Inc., a 99% owned subsidiary ("Foods"), may be redeemed
under other equity redemption plans. The base capital plan and other equity
redemption plans are described in the 1995 Form 10-K under "Business - Equity
Redemption Plans".
Major uses of cash during the three months ended November 30, 1995 include
$45.0 million for capital expenditures, $32.6 million for patronage refunds and
dividends distributed from income of the 1995 fiscal year, $23.4 million for the
redemption of equities under the Farmland base capital plan and special
allocated equity redemption plan, $15.9 million in net payments to reduce the
balance of bank loans and other notes outstanding and $11.9 million for
additional investment and long-term notes receivable. Major sources of cash
include $73.9 million from operations and $58.9 million from an increase in the
balance of checks and drafts outstanding.
In 1993, the IRS issued a statutory notice to Farmland asserting
significant deficiencies in federal income taxes and statutory interest thereon.
Farmland filed a petition in the United States Tax Court contesting the asserted
deficiencies in their entirety. See Note 3 of the Notes to the Condensed
Consolidated Financial Statements.
RESULTS OF OPERATIONS
GENERAL
The Company conducts business primarily in two operating areas:
agricultural inputs and outputs. On the input side of the agricultural
industry, the Company operates as a farm supply cooperative. On the output side
of the agricultural industry, the Company operates as a processing and marketing
cooperative.
The Company's farm supply operations consist of three principal product
divisions - petroleum, crop production and feed. Principal products of the
petroleum division are refined fuels, propane, by-products of petroleum refining
and a complete line of car, truck and tractor tires, batteries and accessories.
Principal products of the crop production division are nitrogen-, phosphate- and
potash-based fertilizers, and, through the Company's ownership in WILFARM (a
50%-owned venture formed in 1995) ("WILFARM"), a complete line of insecticides,
herbicides and mixed chemicals. Principal products of the feed division include
swine, dairy, pet, beef, poultry, mineral and specialty feeds, feed ingredients
and supplements, animal health products and livestock services. Over 50% of the
Company's farm supply products sold in 1995 was produced in plants owned by the
Company or operated by the Company under long-term lease arrangements.
Approximately 64% of the Company's farm supply products sold in 1995 was sold at
wholesale to farm cooperative associations which are members of Farmland. These
farm cooperatives distribute products primarily to farmers and ranchers in
states which comprise the corn belt and the wheat belt and who utilize the
products in the production of farm crops and livestock.
On the output side, the Company's processing and marketing operations
include the processing of pork and beef, the marketing of fresh pork, processed
pork and fresh beef and the storage and marketing of grain. In December 1995,
the Company began processing wheat into gluten for use primarily in the
commercial baking and pet food industries and starch for numerous industrial
purposes. The Company anticipates that the plant will be fully operational by
May 1996. In 1995, approximately 68% of the hogs processed and 49% of the grain
marketed were supplied to the Company by its members. Substantially all of the
Company's pork and beef products sold in 1995 were processed in plants owned by
the Company.
No material part of the business of any segment of the Company is dependent
on a single customer or a few customers.
The Company's revenues, margins and net income depend, to a large extent,
on conditions in agriculture and may be volatile due to factors beyond the
Company's control, such as weather, crop failures, federal agricultural
programs, production efficiencies and U.S. imports and exports. In addition,
various federal and state regulations to protect the environment encourage
farmers to reduce the amount of fertilizer and other chemical applications.
Global variables which affect supply, demand and price of crude oil, refined
fuels, natural gas and other commodities may impact the Company's operations.
Historically, changes in the costs of raw materials used in the manufacture of
the Company's finished products have not necessarily resulted in corresponding
changes in the prices at which such products have been sold by the Company.
Management cannot determine the extent to which these factors may impact future
operations of the Company. The Company's cash flow and net income may continue
to be volatile as conditions affecting agriculture, costs and markets for the
Company's products change.
Operating results for any quarter are not necessarily indicative of the
results expected for the full year. The principal businesses of the Company are
highly seasonal. Historically, the majority of sales of farm supply products
occur in the spring. Revenues in the beef business and in grain marketing
historically have been concentrated in the summer and summer is the lowest sales
period for pork products. In view of the seasonality of the Company's
businesses, it must be emphasized that the results for the three months ended
November 30, 1995 should not be annualized to project a full year's results.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED NOVEMBER 30, 1995 COMPARED WITH
THREE MONTHS ENDED NOVEMBER 30, 1994
SALES
Sales for the three months ended November 30, 1995 increased $540.8
million, or 33.5%, compared with the corresponding period of the prior year.
The increase includes $435.9 million higher sales of agricultural output
products, $100.9 million higher sales of farm production input products and
$4.0 million higher sales of other products and services.
Sales of the food processing and marketing business increased $148.2
million in the three months ended November 30, 1995 compared to the
corresponding period of the prior year. Pork sales increased $28.7 million as a
result of higher unit prices partially offset by lower volume. Beef sales
increased $119.5 million primarily due to the March 31, 1995 acquisition by NBPC
of the plant at Dodge City, Kansas formerly owned by Hyplains.
Grain sales increased $287.7 million due to a 58% increase in volume sold
(principally export sales) combined with a significant increase in grain
commodity prices during the three months ended November 30, 1995 compared to the
corresponding period of the prior year.
Sales of crop production products, petroleum products and feed increased
$89.5 million, or 32.6%, $4.5 million, or 2.0%, and $7.0 million, or 5.5%,
respectively. Sales of crop production products increased because unit sales
and prices of plant nutrients increased approximately 26.6% and 6.8%,
respectively. Sales of petroleum products increased only slightly as improved
propane prices and increased unit sales of distillates and diesel were largely
offset by a decrease in gasoline unit sales. Feed sales increased because of
higher formula feed unit sales and because of higher unit prices received on
sales of feed ingredients.
NET INCOME
Net income of $52.3 million for the three months ended November 30, 1995
increased $4.3 million or 9.1% compared with the corresponding period of the
prior year. The increase is primarily a result of $17.2 million higher
operating profit in the Company's crop production business. In addition, the
Company's share of net income from joint ventures engaged in crop production
increased $4.4 million. These increases were partially offset by decreased
operating profits of the Company's food processing and marketing, petroleum and
feed businesses of $4.8 million, $4.3 million and $1.2 million, respectively.
In addition, general corporate expenses increased $1.6 million, minority
interest in the net income of subsidiaries increased $1.6 million and the
provision for income taxes increased $3.4 million.
Operating profit of the crop production business increased in the three
months ended November 30, 1995 compared with the corresponding period of the
prior year as a result of both increased volume and higher prices of nitrogen-
based products. Income of crop production joint ventures increased primarily
because of higher market prices for phosphate fertilizers.
Operating profit of the food marketing business decreased $4.8 million in
the three months ended November 30, 1995 compared with the corresponding period
of the prior year. Pork processing and marketing operating profit decreased
$11.2 million primarily due to increased hog prices which resulted in decreased
margins on fresh pork products. Operating profits in the beef business
increased $6.4 million in the three months ended November 30, 1995 compared with
the corresponding period of the prior year. This increase is primarily
attributable to improvements in operating efficiencies as well as the
availability of cattle at a favorable cost level.
The petroleum business incurred a $1.8 million loss in the three months
ended November 30, 1995 compared with operating income of $2.5 million in the
same period of the prior year primarily due to an extended turnaround period,
which was necessary to complete the expansion of refining capacity from 62,000
barrels per day to 75,000 barrels per day.
Operating income in the feed business decreased $1.2 million in the three
months ended November 30, 1995 compared with the corresponding period of the
prior year. This decrease primarily resulted from lower unit margins.
Selling, general and administrative ("SG&A") expenses increased $5.9
million in the three months ended November 30, 1995 compared with the
corresponding period the prior year. Approximately $4.3 million of the increase
was directly connected to business segments, primarily the output businesses
(grain, beef and pork) and the inclusion of SG&A expenses of the Dodge City beef
processing facility (formerly Hyplains) in the consolidated statements.
Corporate general expenses, not identified to business segments, increased
$1.6 million primarily due to increased compensation and legal services.
The estimated effective tax rate, based on the Company's best estimate of
the full year's tax rate, increased to 21.6% for the three months ended November
30, 1995 from 15.5% for the corresponding period of the prior year. The
increase results from the utilization in prior periods of alternative minimum
tax carryforward credits, which have now been fully utilized. The actual
effective tax rate may be subject to subsequent refinement or revision.
The level of operating profits in the crop production and food marketing
businesses are, to a significant degree, attributable to favorable spreads
between selling prices and raw material costs (natural gas in the case of
nitrogen-based fertilizers and live hogs and cattle in the food marketing
business). These price and cost factors are beyond the control of the Company's
management and have been volatile in the past. Accordingly, management cannot
determine the direction or magnitude to which these factors will affect the
Company's business. The Company's cash flow and income may be volatile as
conditions affecting agriculture, costs and markets for the Company's products
change.
RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and For Long-Lived Assets to be Disposed of,"
was issued by the Financial Accounting Standards Board ("FASB") in March 1995
and is effective for fiscal years beginning after December 15, 1995 (the
Company's 1997 fiscal year). Statement 121 establishes accounting standards for
the impairment of long-lived assets, certain identifiable intangible, and
goodwill related to those assets to be held and used and for long-lived assets
and certain identifiable intangibles to be disposed of. Management expects that
the adoption of Statement 121 will not have a significant impact on the
Company's Consolidated Financial Statements.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The exhibit listed below is filed as part of Form 10-Q for quarter ended
November 30, 1995.
27. Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended November 30,
1995.
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.
FARMLAND INDUSTRIES, INC.
(Registrant)
By: /s/ JOHN F. BERARDI
John F. Berardi
Executive Vice President
and Chief Financial Officer
Date: January 16, 1996