UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended May 31, 1995
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 : 0-7908
PIONEER HI-BRED INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Iowa 42-0470520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 Capital Square, 400 Locust, Des Moines, Iowa 50309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 248-4800
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at June 26, 1995
Common Stock ($1.00 par value) 84,084,115
-1-
PIONEER HI-BRED INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
ITEM 1 FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS-
MAY 31, 1995 AUGUST 31, 1994
AND MAY 31, 1994 3-4
CONSOLIDATED CONDENSED STATEMENTS OF
OPERATIONS-
THREE MONTHS AND NINE MONTHS ENDED
MAY 31, 1995 AND 1994 5
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS-
NINE MONTHS ENDED
MAY 31, 1995 AND 1994 6
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS 7
ITEM 2 MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 8-14
PART II. OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 15
-2-
PIONEER HI-BRED INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited, in millions)
May 31, August 31, May 31,
1995 1994 1994
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 223 $ 135 $ 309
Accounts and notes receivable, net 320 193 304
Inventories:
Finished seed 306 164 178
Unfinished seed 96 190 100
Other 4 5 3
Prepaid expenses and other current
assets 12 3 7
Deferred income taxes 66 52 44
Total current assets $1,027 $ 742 $ 945
LONG-TERM ASSETS 36 38 34
PROPERTY AND EQUIPMENT, net of
accumulated depreciation and
allowances
May 31, 1995 $432
August 31, 1994 $397
May 31, 1994 $378 463 450 450
INTANGIBLES 17 23 22
$1,543 $1,253 $1,451
See Notes to Consolidated Condensed Financial Statements.
-3-
PIONEER HI-BRED INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited, in millions)
May 31, August 31, May 31,
1995 1994 1994
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 23 $ 14 $ 28
Current maturities of long-term debt 52 1 1
Accounts payable, trade 145 80 85
Accrued compensation 33 54 38
Income taxes payable 137 31 130
Other 39 52 64
Total current liabilities $ 429 $ 232 $ 346
LONG-TERM DEBT $ 14 $ 66 $ 66
DEFERRED ITEMS, primarily income
taxes and retirement benefits $ 85 $ 67 $ 62
MINORITY INTEREST IN SUBSIDIARIES $ 10 $ 7 $ 7
SHAREHOLDERS' EQUITY
Preferred stock, no par value $ - $ - $ -
Common stock, $1 par value 93 93 93
Additional paid-in capital 16 15 14
Retained earnings 1,185 995 1,029
Cumulative translation adjustment 3 (3) (7)
$1,297 $1,100 $1,129
Less: Cost of common shares
acquired for the treasury (277) (207) (146)
Unearned compensation (15) (12) (13)
$1,005 $ 881 $ 970
$1,543 $1,253 $1,451
See Notes to Consolidated Condensed Financial Statements.
-4-
PIONEER HI-BRED INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited, in millions)
Three Months Ended Nine Months Ended
May 31, May 31,
1995 1994 1995 1994
Net sales $1,049 $1,038 $1,395 $1,355
Operating costs and expenses:
Cost of goods sold $ 384 $ 394 $ 566 $ 543
Research and development 33 29 91 80
Selling 170 164 280 263
General and administrative 33 33 95 87
Restructuring of operations - - - 4
$ 620 $ 620 $1,032 $ 977
Operating income $ 429 $ 418 $ 363 $ 378
Investment income 5 6 14 13
Interest expense (1) (2) (8) (11)
Net exchange gain (loss) 2 (1) 6 (3)
Income before items shown
below $ 435 $ 421 $ 375 $ 377
Provision for income taxes (162) (160) (139) (143)
Minority interest and other (1) (1) (3) (1)
Net income $ 272 $ 260 $ 233 $ 233
Income per common share* $ 3.23 $ 2.94 $ 2.75 $ 2.61
Dividends per common
share* $ .17 $ .14 $ .51 $ .42
Weighted average number of
common shares
outstanding 84 88 85 89
* Not in millions
See Notes to Consolidated Condensed Financial Statements.
-5-
PIONEER HI-BRED INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
Nine Months Ended
May 31,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 233 $ 233
Noncash items included in net income:
Depreciation and amortization 54 51
Other (1) 7
Net change in assets and liabilities (35) 96
Net cash provided by operating activities $ 251 $ 387
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments received on notes receivable 5 8
Disbursements for notes receivable (4) (5)
Capital expenditures (59) (50)
Other (3) (3)
Net cash used in investing activities $ (61) $ (50)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds (payments) on short-term borrowings $ 11 $ (32)
Principal payments on long-term borrowings (1) (2)
Purchase of treasury stock (74) (52)
Dividends paid (43) (37)
Net cash used in financing activities $ (107) $ (123)
Effect of foreign currency exchange rate
changes on cash and cash equivalents $ 5 $ (1)
Effect of change in year-end of the company's
international subsidiaries on cash and cash
equivalents $ - $ 4
Net increase in cash and cash equivalents $ 88 $ 217
Cash and cash equivalents, beginning 135 92
CASH AND CASH EQUIVALENTS, ENDING $ 223 $ 309
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 9 $ 14
Income taxes $ 40 $ 46
See Notes to Consolidated Condensed Financial Statements.
-6-
PIONEER HI-BRED INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited
consolidated condensed financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to fairly
present the financial position as of May 31, 1995 and 1994, and
the results of operations and cash flows for the nine months ended
May 31,1995 and 1994. Because of the seasonal nature of the
Company's business, the results of operations for the nine months
ended May 31, 1995, may not be indicative of the results to be
expected for the full year.
2. The Company has guaranteed the repayment of principal and interest
on certain obligations of Village Court Associates, an affiliated
real estate venture. At May 31, 1995, such guarantees totaled
approximately $23 million.
-7-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
attached unaudited condensed consolidated financial statements and
notes, and with the Company's audited financial statements and notes
for the fiscal year ended August 31, 1994.
MATERIAL CHANGES IN FINANCIAL CONDITION:
Due to the seasonal nature of the agricultural seed business, the
Company generates most of its cash from operations during the second
and third quarters of the fiscal year. Cash generated during this
time is used to meet the cash needs of the period and to pay the
commercial paper and accounts payable which are the Company's primary
sources of financing during the first and fourth quarters of the
fiscal year. Any excess funds are invested, primarily in short-term
commercial paper.
Most of the Company's financing is done through the issuance of
commercial paper in the U.S., backed by revolving and seasonal lines
of credit. In addition, foreign lines of credit and direct borrowing
agreements are relied upon to support overseas financing needs.
Short-term debt at May 31, 1995, consisted of $23 million in direct
short-term borrowings from foreign banks.
During fiscal 1995, the Company has available the following domestic
lines of credit:
(in millions)
Revolving Seasonal Total
First quarter $100 $ 74 $174
Second quarter $100 $118 $218
Third quarter $ 50 none $ 50
Fourth quarter $ 50 none $ 50
The Company also has a $100 million private medium-term note program
of which $50 million was outstanding as of May 31, 1995. The medium-
term note matures in February, 1996.
May 31, 1995, seed inventories are higher than the previous year due
to lower than planned current year seed corn unit sales and higher
inventory levels associated with the above-average seed yields
harvested in the fall of 1994 compared to the fall of 1993.
A change in our business structure in France contributed to the
increase in accounts payable at May 31, 1995, compared to May 31,
1994. Reserves for returns of seed sold in France are recorded in the
current year but were not present in 1994 as the entity which handled
distribution and marketing of Pioneer (R) brand products was not
consolidated in our financial results.
Cash and cash equivalents decreased and treasury stock increased as a
result of additional purchases of the Company's stock. For the nine
months ended May 31, 1995, the Company has repurchased $74 million of
its stock. At May 31, 1995, authorized shares remaining to be
repurchased totaled 1.2 million.
-8-
MATERIAL CHANGES IN RESULTS OF OPERATIONS:
Net income for the nine months ended May 31, 1995 and 1994 each
totaled $233 million. On a per-share basis, year-to-date net income
for 1995 totaled $2.75 per share, compared to $2.61 per share for the
same period a year ago. Due to the seasonality of the seed business,
single quarter results and quarter-to-quarter comparisons are not
always meaningful. Accordingly, such comparisons are not emphasized.
Typically, most of the Company's revenue and operating profit is
generated in the third quarter.
Net Sales and Operating Income (Loss)
(Unaudited, in millions)
Quarter Ended Nine Months Ended
May 31, Increase/ May 31, Increase/
1995 1994 (Decrease) 1995 1994 (Decrease)
Net sales:
Corn $ 871 $ 867 $ 4 $1,138 $1,103 $ 35
Soybeans 112 101 11 120 109 11
Other 66 70 (4) 137 143 (6)
Total net sales $1,049 $1,038 $ 11 $1,395 $1,355 $ 40
Operating income (loss):
Corn $ 416 $ 410 $ 6 $ 408 $ 425 $ (17)
Soybeans 27 22 5 14 11 3
Other 8 4 4 (2) (7) 5
Restructuring and
settlements - - - - (4) 4
Product line operating
income (loss) $ 451 $ 436 $ 15 $ 420 $ 425 $ (5)
Indirect general and
administrative
expenses (22) (18) (4) (57) (47) (10)
Operating income $ 429 $ 418 $ 11 $ 363 $ 378 $ (15)
Units delivered,
North America:
Corn 8.919 9.574 (.655) 10.337 11.159 (.822)
Soybeans 8.968 7.365 1.603 9.042 8.025 1.017
Operating income for the first nine months of fiscal 1995 decreased
from the same period a year ago principally the result of lower seed
corn unit sales and increased fixed costs. The most significant
factor contributing to the decrease in seed corn unit sales in North
America is an estimated 9 percent decrease in the number of acres
planted to corn. The reduced corn acreage is the result of an
increase in the United States farm program set aside requirement, poor
corn planting conditions, and record cotton prices. In Mexico, lower
unit sales were also realized as a result of decreased acreage. In
both instances, these unit sales decreases are expected to impact full
year fiscal 1995 results. Fixed costs have increased due to
additional investments in research, higher selling expenses, and the
change in the structure of the Company's operations in France.
-9-
Despite the challenges faced in 1995, the Company is on track to post
another record year in earnings per share - which is significant
considering the market size for our primary product decreased 9
percent from 1994 levels. In fiscal 1994, earnings per share reached
$2.11 after adjusting for unusual events. One of the keys to this
year's success was the ability of our sales and supply management
people to get the appropriate product to where it was needed in time
for planting. This ability to respond to the changing needs of our
customers is at the core of what Pioneer represents - a reliable
supplier of seed throughout the world.
In North America, higher seed corn yields from the 1994 crop and
excellent winter production activities in Argentina and Chile will
improve the variable cost per unit. Together with a higher average
per unit sales price, the lower cost per unit will partially offset
the impact of fewer seed corn unit sales. Additional soybean sales
from a year ago will also positively impact the current year.
Outside North America, management expects annual operations to be
comparable to 1994. Reduction in corn subsidies and water
restrictions will reduce corn hectares in Mexico - the impact being
reduced unit sales of approximately 25 percent. The lower sales, in
conjunction with a devaluation of the Mexican peso, are expected to
reduce operating results in Mexico to half of those reported in 1994.
Management expects the lower results in Mexico will be offset by
operations in the remaining regions outside North America. With the
U.S. dollar weaker compared to European currencies, operations in
Europe should improve over prior year levels. Operations in Asia will
also improve over 1994 results due to increased unit sales.
Looking forward to fiscal 1996, North American corn acreage is
expected to rebound significantly. Current U.S. production is not
expected to meet demand reducing carryover corn stocks to historically
low levels. As a result, the government program set aside requirement
is expected to be reduced, potentially to zero, which will positively
impact 1996 seed corn unit sales and set the stage for significantly
improved operating results. While results in regions outside North
America are more difficult to predict, management believes that modest
growth can be attained in those regions as well.
SEED CORN
North America
Fiscal 1995 year-to-date world-wide seed corn operating income
decreased $17 million from the same period last year. Operations
within North America account for most of the seed corn decrease.
Lower seed corn deliveries compared to the prior year was the primary
factor affecting North American operations.
Year-to-date North American seed corn operating income decreased
approximately $22 million from the same period a year ago. On the
plus side, the average per-unit sales price increased due to a 3.7
percent increase in the card price of key hybrids and a higher priced
sales mix. Combined with lower per-unit costs resulting from above-
average seed field yields last fall, operating income improved $31
million. However, fewer units sold through the third quarter of 1995
compared to 1994 had the effect of decreasing operating income
approximately $39 million.
-10-
On an annual basis, Pioneer (R) brand seed corn unit sales are
expected to be approximately 8 percent below 1994 levels. Total 1995
seed corn acreage is estimated to decrease approximately 9 percent. A
major factor contributing to the acreage decrease is a change in the
U.S. farm program which requires farmers participating in the 1995
feed grain program to keep their corn acres at 92.5 percent or less of
their historical corn acreage base, down from 100 percent in 1994. In
addition, high cotton prices induced some farmers in the South to
switch acreage to cotton while wet conditions in the corn belt forced
affected farmers to switch acreage from corn to other crops such as
soybeans (or plant nothing at all). Aggressive sales programs and
discounting by competitors aimed at reducing their high inventory
levels has also put downward pressure on unit sales. Despite these
challenges, management believes the Company will hold or have a modest
gain in market share - a result of the efforts of our exceptional
sales and supply management groups. They continue to provide
information to customers on the value of purchasing Pioneer (R) brand
seed and assure its availability when needed.
Total year-to-date research expenses company-wide reached $91 million
compared to $80 million the same period a year ago, a 14 percent
increase. Planned growth in winter nursery costs, expansion of
biotechnology projects, and timing of certain expenses account for
most of the increase. On an annual basis, total research costs
company-wide are expected to increase 16 percent. Research expenses
for corn represent virtually all of the year-to-date increase.
The Company's commitment to research continues to provide customers
with value-added products. For 1995, 17 new seed corn products were
released. These new releases add to the Company's ability to provide
products which will improve yield and value advantages to customers.
Fixed selling and general and administrative expenses for seed corn in
North America increased $3 million, or 5 percent, from 1994 year-to-
date levels. The major components of this increase were planned
increases in advertising expenses and personnel costs.
Europe
Current year European operations improved $14 million from 1994
levels. A majority of this change was the result of exchange rate
changes. The weakening of the U.S. dollar against certain European
currencies contributed $15 million to the year-to-date improvement in
European operating income. On a constant dollar basis, European
operations were comparable to 1994 results. Within Italy, lower costs
on imported seed and fewer inventory writedowns reduced cost of goods
sold accounting for most of their $8 million improvement in operating
income. An increase in the average unit sales price represents the
remaining improvement. Within France, the purchase of the remaining
interest in the entity which handled distribution and marketing of
Pioneer (R) brand products increased reported sales dollars and
expenses as the entity is reflected in the 1995 financials on a
consolidated basis. However, consolidated country operating income
for France has decreased $6 million due to fewer unit sales. In
Hungary, unit sales decreased as new competitors entered the market at
significantly lower prices, reducing operating income $4 million.
-11-
Other Regions
Year-to-date operations in Mexico decreased $10 million from the same
period a year ago, accounting for most of the $9 million decrease in
seed corn operating income within other regions. Decreased seed corn
hectares in Northeast and Northwest Mexico resulting from NAFTA
quotas, drought, and subsidy reductions reduced unit sales. Also
contributing to the decrease was the effect of the devaluation of the
Mexican peso.
Operations in Asia and Latin America account for most of remaining
change in operating income from 1994 levels. Current year Asia
operations improved $5 million. Increased selling price in the
Philippines, increased market size in Indonesia, and cost savings
associated with closing the regional administrative branch account for
most of the improvement. Latin American operating income decreased $5
million, almost entirely due to operations in Brazil - the result of
lower unit sales.
SOYBEANS
North America
Year-to-date soybean operating income improved over 25 percent from
prior year levels - almost entirely from North American operations.
Unit sales have increased over 12 percent, a result of market share
gains and increased acreage. A continued recognition of the value
associated with Pioneer (R) brand soybeans provided for market share
gains, while poor planting conditions for corn resulted in more
acreage being planted to soybeans - both providing positive effects on
unit sales and accounting for $6 million in operating income
improvements. Lower per-unit cost of sales, the result of lower
commodity costs, contributed another $1 million to the current year
increase. Increased fixed selling and administrative expenses and
additional investments in research offset a portion of this increase.
On an annual basis, unit sales are expected to increase approximately
12 percent from 1994 levels. Improvements in product performance and
availability of key varieties when and where they are in demand will
play important roles in this increase. Lower per-unit costs will also
positively impact annual results.
-12-
OTHER PRODUCTS
Other Products Net Sales Contribution and Operating Income /(Loss)
(Unaudited, in millions)
Quarter Ended Nine Months Ended
May 31, Increase/ May 31, Increase/
1995 1994 (Decrease) 1995 1994 (Decrease)
Net sales:
Other Seeds $ 40 $ 40 $ - $ 87 $ 82 $ 5
Microbial Products 9 9 - 21 20 1
Developing Products 17 21 (4) 29 41 (12)
Total net sales $ 66 $ 70 $ (4) $137 $143 $ (6)
Contribution:
Other Seeds $ 10 $ 8 $ 2 $ 19 $ 18 $ 1
Microbial Products 3 4 (1) 5 5 -
Developing Products - (3) 3 (7) (11) 4
Total contribution $ 13 $ 9 $ 4 $ 17 $ 12 $ 5
Joint fixed costs (5) (5) - (19) (19) -
Total operating
income /(loss) $ 8 $ 4 $ 4 $ (2) $ (7) $ 5
Current year-to-date other products contribution improved over 40
percent from 1994 levels. On the whole, these products generate
positive contributions and while they will not cover all of the
allocated costs, not all of these costs could be eliminated in the
event these products were discontinued.
RESTRUCTURING AND SETTLEMENTS
Year-to-date 1994 included a $4 million charge related to
restructuring the Company's operations in Africa and the Middle East.
Management does not expect to incur any additional restructuring
charges for this region in 1995.
INDIRECT GENERAL AND ADMINISTRATIVE EXPENSES
Current year indirect general and administrative expenses increased
$10 million over 1994 levels. Normal merit and personnel costs and
increased community investments account for a majority of the
increase.
-13-
NET FINANCIAL AND TAXES
Net interest income for the first nine months of fiscal 1995 increased
$4 million compared to the same period a year ago resulting from
higher interest rates earned on current year investments and decreased
interest expense on lower levels of external borrowing.
Net exchange gain increased $9 million through third quarter of fiscal
1995 compared to the same period a year earlier principally due to the
strengthening of certain European currencies against the U.S. dollar.
One time tax planning opportunities will reduce the fiscal 1995
effective tax rate to 37 percent. The actual world-wide effective tax
rate for fiscal 1994 was 38.5 percent.
-14-
PIONEER HI-BRED INTERNATIONAL, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed with the Commission
during the three months ended May 31, 1995. The
Exhibits filed as part of this report are listed below.
Exhibit 27 - Financial data schedule
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.
PIONEER HI-BRED INTERNATIONAL, INC. ____
(Registrant)
Date__July 17, 1995______ _________________________________________
THOMAS N. URBAN, CHAIRMAN OF THE
BOARD OF DIRECTORS AND CHIEF EXECUTIVE
OFFICER
Date__July 17, 1995______ _________________________________________
JERRY L. CHICOINE, SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND CORPORATE
SECRETARY
-15-