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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended February 28, 1997
OR
______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission File Number : 0-7908
PIONEER HI-BRED INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Iowa 42-0470520
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
700 Capital Square, 400 Locust, Des Moines, Iowa 50309
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(Address of principal executive offices)
Registrant's telephone number, including area code: (515) 248-4800
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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
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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 March 28, 1997
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Common Stock ($1.00 par value) 82,223,623
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PIONEER HI-BRED INTERNATIONAL, INC.
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets -- February 28, 1997,
August 31, 1996, and February 29, 1996......................... 3-4
Consolidated Condensed Statements Of Operations -- Three Months
and Six Months Ended February 28, 1997 and February 29, 1996... 5
Consolidated Condensed Statements Of Cash Flows -- Six Months
Ended February 28, 1997 and February 29, 1996.................. 6
Notes to Consolidated Condensed Financial Statements............. 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 8-12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................. 13
Signatures................................................................ 14
PART I - FINANCIAL INFORMATION
PIONEER HI-BRED INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited, in millions)
February 28, August 31, February 29,
ASSETS 1997 1996 1996
----------- ---------- ------------
CURRENT ASSETS
Cash and cash equivalents........... $ 333 $ 99 $ 301
Accounts and notes receivable, net.. 232 243 223
Inventories:
Finished seed..................... 556 209 555
Unfinished seed................... 219 163 121
Other............................. 9 10 6
Deferred income taxes............... 65 58 67
Prepaid expenses and other current
assets........................... 58 2 45
-------- -------- --------
Total current assets............ $ 1,472 $ 784 $ 1,318
LONG-TERM ASSETS........................ 84 81 97
PROPERTY AND EQUIPMENT, net of
accumulated depreciation and allowances
February 28, 1997 - $495
August 31, 1996 - $484
February 29, 1996 - $469............ 534 510 493
INTANGIBLES............................. 59 47 45
-------- -------- --------
$ 2,149 $ 1,422 $ 1,953
======== ======== ========
See Notes to Consolidated Condensed Financial Statements.
PIONEER HI-BRED INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited, in millions)
LIABILITIES AND SHAREHOLDERS' February 28, August 31, February 29,
EQUITY 1997 1996 1996
------------ ---------- ------------
CURRENT LIABILITIES
Short-term borrowings................. $ 24 $ 13 $ 27
Current maturities of long-term debt.. 2 12 9
Accounts payable, trade............... 224 89 190
Customer deposits..................... 753 -- 663
Accrued compensation.................. 45 65 35
Income taxes payable.................. 14 63 2
Other accruals........................ 53 46 51
-------- -------- --------
Total current liabilities........... $ 1,115 $ 288 $ 977
-------- -------- --------
LONG-TERM DEBT............................ $ 25 $ 25 $ 29
-------- -------- --------
DEFERRED ITEMS
Postretirement benefits............... $ 41 $ 40 $ 38
Other................................. 47 44 54
-------- -------- --------
$ 88 $ 84 $ 92
-------- -------- --------
MINORITY INTEREST IN SUBSIDIARIES......... $ 6 $ 7 $ 6
-------- -------- --------
SHAREHOLDERS' EQUITY
Preferred stock, no par value......... $ -- $ -- $ --
Common stock, $1 par value............ 93 93 93
Additional paid-in capital............ 41 23 21
Retained earnings..................... 1,186 1,272 1,039
Unrealized gain on available-for-sale
securities, net..................... 21 11 18
Cumulative translation adjustment..... (12) (3) (2)
-------- -------- --------
$ 1,329 $ 1,396 $ 1,169
Less: Cost of common shares
acquired for the treasury........... (385) (364) (303)
Unearned compensation............... (29) (14) (17)
-------- -------- --------
$ 915 $ 1,018 $ 849
-------- -------- --------
$ 2,149 $ 1,422 $ 1,953
======== ======== ========
See Notes to Consolidated Condensed Financial Statements.
PIONEER HI-BRED INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited, in millions)
Three Months Ended Six Months Ended
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
--------------------------- --------------------------
Net sales.......................... $ 264 $ 281 $ 354 $ 373
-------- -------- -------- --------
Operating costs and expenses:
Cost of goods sold............... $ 137 $ 143 $ 187 $ 196
Research and product development. 33 31 63 62
Selling.......................... 65 66 116 119
General and administrative....... 35 36 65 67
-------- -------- -------- --------
$ 270 $ 276 $ 431 $ 444
-------- -------- -------- --------
Operating income (loss).......... $ (6) $ 5 $ (77) $ (71)
Investment income.................. 5 5 9 9
Interest expense................... (2) (3) (4) (7)
Net exchange and other gains (losses) 3 2 1 (1)
-------- -------- -------- -------
Income (loss) before items shown
below.......................... $ -- $ 9 $ (71) $ (70)
Provision for income taxes......... (1) (3) 26 27
Minority interest and other........ (1) (2) (2) (2)
--------- -------- --------- --------
Net income (loss)................ $ (2) $ 4 $ (47) $ (45)
======== ======== ======== ========
Income (loss) per common share*.... $ (.02) $ .05 $ (.57) $ (.54)
Dividends per common share*........ $ .23 $ .20 $ .46 $ .40
Weighted average number of common
shares outstanding................ 82.3 83.5 82.4 83.5
* Not in millions
See Notes to Consolidated Condensed Financial Statements.
PIONEER HI-BRED INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
Six Months Ended
February 28, February 29,
1997 1996
----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)....................................... $ (47) $ (45)
Noncash items included in net (loss):
Depreciation and amortization.................. 41 36
Gain on sale of available-for-sale securities.. (7) --
Net change in assets and liabilities............. 376 448
-------- --------
Net cash provided by operating activities...... $ 363 $ 439
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................. $ (65) $ (54)
Proceeds on sale of available-for-sale securities 17 --
Other............................................ (21) (50)
-------- --------
Net cash used in investing activities.......... $ (69) $ (104)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) proceeds on short-term borrowings. $ 14 $ (29)
Purchase of treasury stock....................... (17) (1)
Dividends paid................................... (38) (33)
Principal payments on long-term borrowings....... (10) (52)
-------- --------
Net cash used in financing activities.......... $ (51) $ (115)
-------- --------
Effect of foreign currency exchange rate changes on
cash and cash equivalents........................ $ (9) $ (3)
-------- --------
Net increase in cash and cash equivalents....... $ 234 $ 217
Cash and cash equivalents, beginning............... 99 84
-------- --------
CASH AND CASH EQUIVALENTS, ENDING.................. $ 333 $ 301
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for:
Interest................................ $ 35 $ 10
======== ========
Income taxes............................ $ 4 $ 8
======== ========
See Notes to Consolidated Condensed Financial Statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 February 28, 1997 and February 29, 1996, and the results of
operations and cash flows for the six months ended February 28, 1997 and
February 29, 1996. Because of the seasonal nature of the Company's business,
the results of operations for the six months ended February 28, 1997, are
not 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 February 28, 1997, such guarantees totaled approximately $23
million.
3. On December 13, 1995, the Company and Mycogen Corporation signed a research
collaboration and investment agreement. The investment by Pioneer totaled
$51 million, of which $30 million was for the purchase of three million
shares of Mycogen common stock on the date of signing and the remainder to
fund the research collaboration. In December 1996, one million shares were
sold.
On January 23, 1996, the Company announced it had signed a research
collaboration with Human Genome Sciences. The investment by Pioneer totaled
$16 million, which will be paid at varying times during the next three years
to fund work performed under the collaboration.
4. Since April 1996, Dekalb Genetics Corporation ("DeKalb") has filed five
lawsuits against Pioneer. The lawsuits allege that insect-resistant corn
products that use a Bt gene, and corn products resistant to glufosinate
herbicide, infringe on certain DeKalb patents.
After reviewing the Company's intellectual property position, all of
DeKalb's patent filings, and DeKalb's lawsuits, Pioneer believes DeKalb's
claims are without merit. Pioneer has denied DeKalb's allegations and raised
defenses that, if successful, would render DeKalb's patents invalid. Pioneer
believes that disposition of the lawsuits will not have a materially adverse
affect on the consolidated financial position and results of operations of
the Company. Pioneer also does not expect delays in the introductions of
advanced corn hybrids with insect and herbicide resistance because of these
lawsuits.
PIONEER HI-BRED INTERNATIONAL, INC.
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, 1996.
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 February 28, 1997,
consisted of $24 million in direct borrowings from foreign banks.
During fiscal 1997, the Company has the following domestic lines of credit
available:
(in millions)
Revolving Seasonal Total
--------- -------- -----
First quarter $200 $100 $300
Second quarter $200 $100 $300
Third quarter $200 $ -- $200
Fourth quarter $200 $ -- $200
Seed inventories and accounts payable at February 28, 1997, are higher than
the previous year due to additional acres planted and higher yields harvested in
the fall of 1996 compared to the fall of 1995.
Property and equipment at February 28, 1997, increased over the same period
a year earlier mainly due to the construction of additional production capacity
in Europe and Latin America combined with other facilities in Johnston, Iowa.
At February 28, 1997, prepaid expenses and intangibles increased from prior
year levels due to payments associated with a development/license agreement for
the right to develop and produce elite Bt transgenic corn hybrids.
Cash and cash equivalents and customer deposits at February 28, 1997,
increased from a year earlier due to higher advance cash collections in the
current year. The Company does not record a sale until seed is delivered to the
customer.
MATERIAL CHANGES IN RESULTS OF OPERATIONS:
Net loss for the six months ended February 28, 1997, was $47 million, or
$.57 per share, compared to a net loss of $45 million, or $.54 per share, for
the first half of fiscal 1996. Sales for the first six months of 1997 were $354
million, down from the $373 million recorded last year for this period. Due to
the seasonality of the seed business, partial-year results and
quarter-to-quarter comparisons are not always meaningful. Accordingly, such
quarterly comparisons are not emphasized. Typically, most of the Company's
revenue and operating profit are generated in the third quarter.
At this point, fiscal 1997 continues to look like another good year for
Pioneer. While there is uncertainty regarding corn acreage levels which will
have considerable influence on the Company's operations, a number of items point
to improved results. Corn acreage in North America is projected to rise above
1996 levels, which will positively affect seed corn sales. And, although
operating results in North America are expected to be impacted by higher
per-unit seed corn costs, the average seed corn selling price is expected to
increase as well. The introduction of significant volumes of new products in
fiscal 1997, including the Company's first Bt-corn hybrids, is expected to
increase the net selling price per unit in North America. The resulting effect
should be higher current year per-unit seed corn margins.
Early indications point to record sales and profits from our soybean
business. While orders for our soybean products are running at an unprecedented
pace, orders for glyphosate-resistant soybeans are particularly strong. Given
that these varieties are priced at a premium to our elite soybean varieties,
they are expected to significantly enhance soybean results.
Relatively high soybean prices and continued projections for strong soybean
demand are expected to put pressure on corn acreage as some growers may elect to
plant more soybeans than planned. We believe we are seeing some indication of
this in our year-to-date soybean orders. However, weather at planting time will
play as much a role as relative commodity prices when final decisions are made
on which crop growers will plant.
Although operating results in regions outside North America are more
difficult to predict, on the whole, management believes the Company is on track
to post higher earnings from these operations as well. In total, unit volumes
are expected to grow, however, the strong dollar will likely dampen reported
earnings from many of our foreign operations and increase non-operating
financial expenses.
As we look forward, all indications point to continued strong financial
performance. However, uncertainties exist that could affect the Company's
expectations, and fluctuations in expected results are likely as more
information becomes available. Some of the important factors that could cause
actual results to vary significantly from our expectations include weather,
government programs/approvals, commodity prices, changes in corn acreage,
intellectual property positions, product performance, customer preferences,
currency fluctuations, and costs.
Six Months Ended February 28, 1997 compared to the Six Months Ended February 29,
1996
Operating loss for the first six months of fiscal 1997 increased $6 million
from the same period a year earlier. Fewer seed corn unit sales outside North
America for the six months ended February 28, 1997 was the primary factor for
the decrease.
Net Sales and Operating Profit (Loss)
(Unaudited, in millions)
Quarter Ended Six Months Ended
February 28,February 29, Increase/ February 28, February 29,Increase/
1997 1996 (Decrease) 1997 1996 (Decrease)
---------------------------------- -----------------------------------
Net sales:
Corn................ $ 228 $ 234 $ (6) $ 268 $ 273 $ (5)
Other............... 36 47 (11) 86 100 (14)
-------- -------- -------- -------- -------- --------
Total net sales....... $ 264 $ 281 $ (17) $ 354 $ 373 $ (19)
======== ======== ========- ======== ======== ========
Operating profit (loss):
Corn................ $ 28 $ 34 $ (6) $ (25) $ (16) $ (9)
Other............... (14) (9) (5) (13) (15) 2
-------- -------- -------- -------- -------- --------
Product line operating
profit (loss)..... $ 14 $ 25 $ (11) $ (38) $ (31) $ (7)
Indirect general and
administrative
expenses........ (20) (20) -- (39) (40) 1
-------- -------- -------- -------- -------- --------
Operating income
(loss).............. $ (6) $ 5 $ (11) $ (77) $ (71) $ (6)
======== ======== ======== ======== ======== ========
Units delivered, North America:
Corn................ 1.593 1.543 .050 1.594 1.596 (.002)
SEED CORN
North America
Year-to-date seed corn operating profit decreased $9 million from the same
period a year ago. North American operations accounted for $4 million of the
decrease. Current year unit sales through second quarter were virtually
unchanged from a year earlier, and reflect only those units that have been
delivered to customers. Those sales are primarily to customers in the southern
United States, where corn planting is now underway. The Company does not record
a sale until the customer takes delivery of the seed. Although seed price per
unit increased compared to the prior year, higher costs offset most of the
year-to-date improvement. Current year-to-date operating income was primarily
impacted by higher research and development costs.
Net sales price per unit for the first six months of fiscal 1997 increased
over the prior year due to the introduction of several new elite products and
the increase in list prices across the entire corn product line in North
America.
In 1997, the average net seed corn selling price per unit to customers in
North America is expected to increase approximately seven percent. During the
current year, a change was made to the Company's commission program which
eliminated some ties between commissions and quantity savings discount programs.
As a result, reported net price in the current year will reflect an increase of
approximately four percent due to an increase in reported quantity savings
discounts. Reported net commission expense will decrease accordingly. Expected
net selling price per unit to customers, expected improvement in North American
seed corn net margin per unit, and net compensation to sales representatives are
essentially unaffected by this program change.
Current year per-unit seed costs increased, offsetting most of the unit
sales price improvement. Higher commodity costs related to the 1996 crop are
primarily responsible for the higher per-unit seed corn cost of sales.
Increased current year research and product development costs in North
America account for virtually the entire increase in North American operating
loss. The increase in research costs can be attributed to expanded efforts to
develop improved products for customers. The Company's research efforts created
27 new corn hybrids for release in North America during 1997 - eight of these
are new Bt hybrids.
Other Regions
Seed corn operating results outside North America decreased $5 million for
the first six months of fiscal 1997 compared to the same period in the previous
year. European operations had the largest impact, accounting for $8 million of
the decrease. Almost half of this decrease was the result of the U.S. dollar
strengthening against European currencies. The majority of the constant dollar
decrease was due to timing of deliveries in Northern and Southern Europe. Annual
operating results for Europe are currently expected to be higher than 1996
levels.
Year-to-date, Mexico operations have improved $4 million over the first six
months of 1996. Favorable weather conditions have resulted in increased unit
sales. Increased per-unit sales price also favorably impacted current period
results. As a result, management expects 1997 annual operating results in Mexico
to exceed those recorded in 1996.
Latin American operations decreased $4 million for the first half of 1997
compared to the same period a year ago. Production problems have reduced our
available supply of seed within certain areas of the region. Therefore,
year-to-date sales are trailing those of the previous year, and annual sales in
the region most likely will not reach 1996 levels.
Volume and price increases in several countries within Asia, Africa, and
the Middle East improved current year-to-date operating results $3 million.
Markets within this geography continue to expand and the Company is well
positioned to benefit from that growth.
OTHER PRODUCTS
Other products current year operating results improved $2 million over
those recorded a year earlier. Microbial product results for the first half of
1997 improved $3 million due to strong sales of premium inoculant products. Also
impacting current period comparisons was the prior year liquidation of our
specialty oils inventory and sale of our vegetable products line, which combined
resulted in a $3 million loss in fiscal 1996 not present in the current year. In
addition, decreased current year wheat sales in North America, the result of
lower wheat acreage, reduced other products operating results $3 million.
INDIRECT GENERAL AND ADMINISTRATIVE EXPENSES
Through second quarter, current year indirect general and administrative
expenses decreased $1 million, or three percent, from 1996 levels. Excluding the
one-time effect of adopting FAS116 "Accounting for Contributions Made and
Contributions Received" during 1996, indirect general and administrative
expenses increased $2 million, or four percent, over the prior year.
NET FINANCIAL AND TAXES
Current period net financial income for the first six months of fiscal 1997
increased $5 million from what was recorded in the prior year due primarily to
lower interest expense. The retirement of the medium-term note program in
February 1996, combined with a lower average level of short-term borrowing in
the current year, played a major role in this decrease. The gain on sale of one
million shares of Mycogen Corp. stock during the period improved net financial
income $7 million, however, this was offset almost entirely by a $5 million
increase in net exchange loss principally due to the strengthening of the U.S.
dollar against European currencies. Both of these items are included in net
exchange and other gains (losses).
The estimated fiscal 1997 worldwide tax rate of 36 percent reflected in the
second quarter is similar to what was reflected on an annual basis for fiscal
1996. The worldwide effective tax rate reflected in the second quarter of fiscal
1996 was 38 percent. The effect of this change was an increase in net loss for
the period of $1 million, or $.02 per share. The effective tax rate reflected
for second quarter is based on all information available to date, however,
uncertainties exist that could cause the effective tax rate on an annual basis
to vary from what is reflected in the current period. Some of these
uncertainties include the level of profits generated in foreign countries with
tax rates different from those in the United States and the impact from the
repatriation of foreign earnings during the year.
PIONEER HI-BRED INTERNATIONAL, INC.
PART II - OTHER INFORMATION
Item 6. - Exhibits and Reports on Form 8-K
a.Exhibits
Financial Data Schedule (Exhibit 27).
b.Reports on Form 8-K
No reports on Form 8-K were filed with the Commission during the
three months ended February 28, 1997.
PIONEER HI-BRED INTERNATIONAL, INC.
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)
By /s/CHARLES S. JOHNSON
------------------------------------------------
CHARLES S. JOHNSON
Chairman, President, and Chief Executive Officer
By /s/JERRY L. CHICOINE
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JERRY L. CHICOINE
Senior Vice President and Chief Financial Officer
Dated: April 10, 1997