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 nine month period ended May 31, 1998 or _____ Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act 1934 For the transition period from ______ to ______ Commission file number: 017005 DEKALB Genetics Corporation ----------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 36-3586793 ____________________________ ____________________ (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 3100 Sycamore Road, DeKalb, 60115 Illinois ____________________________ ___________________ (Address of principal (Zip Code) executive offices) 815/758-3461 ____________________________________________________ (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 _____ _____ Title of class Outstanding as of May 31, 1998 ____________________________ _________________ Class A Common, no par value 4,623,010 Class B Common, no par value 30,294,269 Exhibit index is located on page 2 Total number of pages 14 -1- DEKALB GENETICS CORPORATION INDEX PART 1. FINANCIAL INFORMATION (Unaudited except for the Condensed Consolidated Balance Sheet as of August 31, 1997) PAGE ____ Item 1. Financial Statements Condensed Consolidated Statements of Operations for the nine months ended May 31, 1998 and 1997 3 Condensed Consolidated Statements of Operations for the three months ended May 31, 1998 and 1997 4 Condensed Consolidated Balance Sheets, May 31, 1998 and 1997 and August 31, 1997 5 Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 1998 and 1997 6 Notes to Condensed Consolidated Financial Statements 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-11 PART II. OTHER INFORMATION PAGE ____ Item 1. Legal Proceedings 12 Item 6. Exhibits and Reports on Form 8-K 12 -2- DEKALB GENETICS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED MAY 31, 1998 AND 1997 (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) (UNAUDITED) May May 1998 1997 ________ ________ > Revenues $496.5 $438.0 Cost of revenues 264.8 221.3 _________ ________ GROSS MARGIN 231.7 216.7 Selling expenses 91.6 78.0 Research and development cost 72.9 54.2 General and administrative expenses 26.8 30.1 _________ ________ OPERATING EARNINGS 40.4 54.4 Interest expense, net of interest income of $1.1 in 1998 and $1.2 in 1997 (7.2) (4.1) Other income, net 3.1 1.3 _________ ________ Earnings operations before income taxes 36.3 51.6 Income tax provision 11.5 20.1 _________ ________ NET EARNINGS $ 24.8 $ 31.5 ========= ======== BASIC NET EARNINGS PER SHARE $ 0.72 $ 0.92 ========= ======== DILUTED NET EARNINGS PER SHARE $ 0.68 $ 0.88 ========= ======== DIVIDENDS PER SHARE $ 0.105 $ 0.105 ========= ======== The accompanying notes are an integral part of the financial statements. -3- DEKALB GENETICS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 1998 AND 1997 (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) (UNAUDITED) May May 1998 1997 ________ ________ Revenues $ 219.9 $ 178.6 Cost of revenues 124.2 89.0 ________ ________ GROSS MARGIN 95.7 89.6 Selling expenses 44.1 33.5 Research and development cost 35.7 22.8 General and administrative expenses 9.0 11.0 ________ ________ OPERATING EARNINGS 6.9 22.3 Interest expense, net of interest income of $0.4 in 1998 and $0.4 in 1997 (2.6) (1.7) Other income (expense), net (0.3) 0.8 ________ ________ Earnings operations before income taxes 4.0 21.4 Income tax provision 1.2 8.3 ________ ________ NET EARNINGS $ 2.8 $ 13.1 ======== ======== BASIC NET EARNINGS PER SHARE $ 0.08 $ 0.38 ======== ======== DILUTED NET EARNINGS PER SHARE $ 0.08 $ 0.36 ======== ======== DIVIDENDS PER SHARE $ 0.035 $ 0.035 ======== ========= The accompanying notes are an integral part of the financial statements. -4- DEKALB GENETICS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS MAY 31, 1998 AND 1997 AND AUGUST 31, 1997 (DOLLARS IN MILLIONS) May May August 1998 1997 1997 ________ ________ ________ (Unaudited) _____________________ Current assets: Cash and cash equivalents $ - $ - $ 5.2 Notes and accounts receivable, net of allowance for doubtful accounts of $6.4 at May 31, 1998 $5.3 at May 31, 1997, and $5.3 at August 31, 1997 176.3 156.1 67.5 Inventories (Note 2) 142.4 96.0 139.1 Deferred income taxes 6.0 8.2 6.9 Other current assets 17.8 10.2 7.8 ________ ________ ________ Total current assets 342.5 270.5 226.5 Investments in and advances to related companies 6.1 5.1 7.2 Intangible assets 39.3 40.6 40.3 Other assets 11.5 9.4 9.5 Property, plant and equipment, at cost 375.5 292.6 321.1 Less accumulated depreciation and amortization (160.1) (151.5) (155.0) ________ ________ ________ Net property, plant and equipment 215.4 141.1 166.1 ________ ________ ________ Total assets $ 614.8 $ 466.7 $ 449.6 ======== ======== ======== Current liabilities: Notes payable $ 126.0 $ 58.9 $ 34.5 Accounts payable, trade 9.7 10.5 15.6 Other accounts payable 22.5 7.0 37.3 Other current liabilities 86.4 73.8 46.1 ________ ________ ________ Total current liabilities 244.6 150.2 133.5 Deferred compensation and other credits 9.9 8.3 9.9 Deferred income taxes 20.4 24.4 20.1 Long-term debt, less current maturities 114.0 85.0 90.0 Shareholders' equity: Capital stock: Common, Class A; no par value, authorized 35,000,000 shares, issued 4,623,010 at May 31, 1998, 2,354,251 at May 31, 1997, and 4,698,392 at August 31, 1997 0.5 0.2 0.5 Common, Class B; no par value, non- voting authorized, 130,000,000 shares, issued 30,294,269 at May 31, 1998; 15,029,974 at May 31, 1997 and 30,105,987 at August 31, 1997 3.0 1.5 3.0 Capital in excess of stated value 123.8 112.8 114.9 Retained earnings 107.1 91.6 85.9 Currency translation adjustments (6.0) (4.8) (5.7) ________ ________ ________ 228.4 201.3 198.6 Less treasury stock, at cost (2.5) (2.5) (2.5) ________ ________ ________ Total shareholders' equity 225.9 198.8 196.1 ________ ________ ________ Total liabilities and shareholders' equity $ 614.8 $ 466.7 $ 449.6 ======== ======== ======== The accompanying notes are an integral part of the financial statements. -5- DEKALB GENETICS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MAY 31, 1998 AND 1997 (DOLLARS IN MILLIONS) (UNAUDITED) May May 1998 1997 _______ _______ CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 24.8 $ 31.5 Adjustments to reconcile net income to net cash flow from operating activities Depreciation and amortization 11.1 9.3 Equity (earnings) loss, net of dividends of $3.9 million in 1998 and $1.8 in 1997 0.8 (0.3) Deferred taxes 2.4 10.9 Other 3.0 3.9 Changes in assets and liabilities: Receivables (109.5) (102.5) Inventories (5.6) (0.1) Other current assets (9.2) (5.6) Accounts payable (20.8) (30.2) Accrued expenses 34.6 31.0 Other assets and liabilities 2.1 1.7 _______ _______ Net cash flow provided by operating activities (66.3) (50.4) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment (60.5) (31.3) Proceeds from sale of property, plant and equipment 1.0 1.4 _______ _______ Net cash flow used by investing activities (59.5) (29.9) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings 91.6 58.9 Proceeds from long-term borrowings 24.0 - Dividends paid (3.6) (3.6) Sale of equity 6.3 - Other 2.6 2.3 _______ _______ Net cash flow provided by financing activities 120.9 57.6 Net effect of exchange rates on cash (0.3) (0.6) _______ _______ Net increase in cash and cash equivalents (5.2) (23.3) Cash and cash equivalents August 31 5.2 23.3 _______ _______ Cash and cash equivalents at the end of May $ - $ - ======= ======= Supplemental Cash Flow Information ____________________________________ Cash paid during the period for: Income taxes $ 3.8 $ 7.1 Interest $ 5.4 $ 5.0 The accompanying notes are an integral part of the financial statements. -6- Any forward looking statements, oral or written, are subject to several risks and uncertainties that could cause actual results to differ from those in the forward looking statements. Among these factors are the Company's relative product performance and competative market position, weather conditions, commodity prices, trade policies, government regulations, market conditions and results of pending litigation. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1.The consolidated financial statements included herein are presented in accordance with the requirements of Form 10-Q and consequently do not include all of the disclosures normally required by generally accepted accounting principles or those normally made in the Company's annual report on Form 10-K. In order to facilitate a better comparison of the highly seasonal seed operations of the Company, a Condensed Consolidated Balance Sheet at May 31, 1997 is included herein as part of the condensed consolidated financial statements. The Company declared a two-for-one stock split to holders of record July 25, 1997 with shares being distributed on August 8, 1997; thus, earnings per share and all other share amounts have been restated. The results presented are unaudited (other than the Condensed Consolidated Balance Sheet at August 31, 1997, which is derived from the Company's audited year-end balance sheet) but include, in the opinion of management, all adjustments of a normal recurring nature necessary for a fair statement of the results of operations and financial position for the respective interim periods. Certain costs and expenses incurred in the North American and International seed businesses are charged against income as sales are recognized for interim reporting purposes. The Company believes this method more closely matches revenues with expenses and results in more comparability of reporting periods within the year. Since there are only minor North American seed sales recorded in the first and fourth quarters, this method defers first quarter expenses related to sales which will occur later in the year, primarily in the second quarter; it also anticipates expenses incurred in the fourth quarter, primarily in the third quarter. Southern hemisphere international seed sales occur largely in the first and second quarters and this same method anticipates future expenses from the third and fourth quarters and matches them against the first and second quarter revenues. 2.Inventories, valued at the lower of cost or market (in millions), were as follows: May May August 1998 1997 1997 ------ ------ ------- Commercial seed $127.9 $ 80.9 $124.5 Swine 8.7 9.6 10.0 Supplies and other 5.8 5.5 4.6 ______ _______ ______ $142.4 $ 96.0 $139.1 ====== ======= ====== 3.The Company adopted Financial Accounting Standards Board Statement No. 128, ``Earnings Per Share'' effective February 28, 1998. Shares outstanding and per share amounts have been restated for prior periods. -7- 4. The Company and its subsidiaries are defendants in various legal actions arising in the course of business activities. In the opinion of management, these actions will not result in a material adverse effect on the Company's consolidated operations or financial position. Additional information in Part II, Other Information, Item 1 - Legal Proceedings. Most potential property losses are self-insured. 5. On February 11, 1998 DEKALB announced that its board of directors had determined to pursue a possible business combination in order to maximize shareholder value. 6. On May 11, 1998 DEKALB announced that it had entered into an Agreement with Monsanto Company providing for Monsanto to acquire all of the shares of DEKALB capital stock that it does not already own. Pursuant to the agreement, on May 15, 1998 Monsanto commenced a cash tender offer for all of the common stock of DEKALB at $100 net per share. The second step of the transaction will be a merger in which any remaining stock of DEKALB will be exchanged for cash at the same price per share paid in the tender offer. If the tender offer is not completed by May 9, 1999, the offer price will increase by 50 cents per share on the tenth day of each month, starting on May 10. The tender offer is conditioned on the expiration of the Hart-Scott-Radino Act waiting period and other customary conditions. On June 3, 1998, DEKALB and Monsanto announced that they received requests for additional information and other documentary materials from the U.S. Department of Justice under the Hart-Scott-Radino Act. The tender offer is currently scheduled to expire on July 10, 1998. Monsanto is required to extend the tender offer pending satisfaction of the Hart-Scott-Rodino Act waiting period and the other conditions to the offer, but in no event beyond November 9, 1999, unless the offer is earlier terminated in accordance with the terms of the merger agreement. -8- MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS _____________________________________________ Revenues for the first nine months of fiscal 1998 were $496.5 million, up over 13 percent from the prior year period. The revenue increase was attributable to higher corn sales volume in North America and Argentina. Nine months net earnings, on the other hand, were down over 21 percent at $24.8 million ($0.68 per share) compared to $31.5 million ($0.88 per share) for the same period of fiscal 1997. International seed segment earnings were up over 60 percent for the first nine months of fiscal 1998 due to significant increases in corn sales volume and improved unit margins in Argentina. Equity earnings from Mexico also improved. North American segment earnings, however, were significantly lower due to higher corn production costs, research, litigation and other operating expenses. Fiscal 1998 Swine results were down from prior year due primarily to lower market hog prices. In addition, interest expense in the current year was $3.1 million higher than in the prior year first nine months due to higher corporate borrowing requirements. Fiscal 1998 third quarter revenues were up over 23 percent to $219.9 million, compared to $178.6 million recorded in the comparable prior year period. Third quarter earnings were down dramatically (almost 79 percent) at $2.8 million ($0.08 per share) compared to the prior year third quarter of $13.1 million ($0.36 per share). In North America higher production, research and distribution costs more than offset improved corn revenues and third party biotechnology royalty increases. International segment earnings were down due to lower royalty income from Europe and South America. Quarterly Industry Segment Revenues and Earnings In Millions (Unaudited) ________________________________________________ Third Quarter Year-to-Date ________________ _________________ May May May May 1998 1997 1998 1997 ________ ________ _______ _______ Revenues North American Seed $ 182.6 $ 140.0 $ 343.9 $ 302.4 International Seed 24.8 24.7 113.5 93.9 Swine 12.5 13.9 39.1 41.7 ________ ________ ________ ________ Total revenues $ 219.9 $ 178.6 $ 496.5 $ 438.0 ======== ======== ======== ======== Earnings North American Seed 8.4 21.1 25.3 44.4 International Seed 3.1 6.3 29.8 18.4 Swine (1.6) (0.5) (3.7) 0.1 ________ ________ ________ ________ Total operations 9.9 26.9 51.4 62.9 General corporate expenses (3.3) (3.8) (7.9) (7.2) Net interest expense (2.6) (1.7) (7.2) (4.1) ________ ________ ________ ________ Earnings before income taxes 4.0 21.4 36.3 51.6 Income tax provision 1.2 8.3 11.5 20.1 ________ ________ ________ ________ Net Earnings $ 2.8 $ 13.1 $ 24.8 $ 31.5 ======== ======== ======== ======== -9- Seed ____ North American Seed ___________________ North American seed revenues improved 14 percent in the first nine months of fiscal 1998 due to corn and soybean volume increases of 13 and 17 percent, respectively. Third party biotechnology royalties nearly doubled in the current nine month period compared with a year ago. Segment earnings, however, were $19.1 million lower than the same prior year period. Higher corn production costs combined with significant increases in research spending, litigation fees, and distribution costs more than offset the revenue improvement. Corn unit costs increased due to significant winter production and its related transportation expense. Fiscal 1998 third quarter segment earnings also decreased from the same period a year ago. Corn sales volume increased due to demand and also as a result of a shift from the second quarter to the third quarter when newly commercialized Round- Up Ready and Bt hybrids were delivered to dealers and customers later due to their off-season production in South America. Higher operating and production expenses more than offset the revenue improvement. International Seed __________________ International seed segment earning for the nine months of fiscal 1998 increased $11.4 million or 62 percent on a 21 percent increase in revenue. Operations in Argentina and Mexico were primarily responsible for the earnings improvement. Significantly higher corn volume in Argentina,, reflecting a 15 percentage point increase in market share to 48% of the Argentine market, together with higher unit margins were the major factors contributing to the improvement, most of which was reflected in the first six months. In Mexico, higher sorghum volumes generated imporved earnings from the Company's equity investment. Revenues for the third quarter of fiscal 1998 remained nearly flat as compared with a year ago. Swine _____ Swine segment earnings decreased in 1998 by $3.8 million as lower market hog prices more than offset higher volumes. Margins were negatively impacted by a decrease of approximately $15.00 per hundred weight in market hog prices. General _______ The effective tax rate decreased to 32% in 1998 from 39% in the prior year. The decrease is primarily related to the tax effects of changes in the overall earnings mix and international operations of the Company. For each interim period, the tax rate is determined from an estimate of full year earnings and the resultant tax. Interest expense increased $3.1 million in 1998 due to higher corporate borrowing requirements. The Company uses software and other related technologies throughout its business. With senior management accountability and corporate staff guidance, the issue of the Year 2000 date change is being reviewed as part of the significant systems initiatives already in progress. Management currently believes that the total cost of becoming Year 2000 compliant will not have a material impact on financial results. Failure by the Company, its customers, or vendors to complete the necessary work in a timely manner would not pose a material financial risk. -10- Financial Position __________________ During the first nine months of fiscal 1998, net cash outflow from operations was $15.9 million greater than a year ago. Higher production costs were partially offset by better customer account collections. The Company continued its commitment to research and development spending which was $13.6 million higher during the first nine months of fiscal 1998 when compared with the same period of 1997. Cash requirements for the first nine months were provided by earnings and existing short-term facilities. Committed credit lines include a $50 million revolving credit facility through December 31, 2003 and $15 million in facilities available through August 28, 1998. These agreements contain various restrictions on the activities of the Company as to maintenance of tangible net worth, amount and type of indebtedness, and the acquisition or disposition of capital shares or assets of the company and its subsidiaries. Management believes its operating cash flow, other potential sources of funds, and existing lines of credit are sufficient to cover normal and expected working capital needs, capital expenditures, dividends and debt maturities. -11- Part II OTHER INFORMATION Item 1. Legal Proceedings ___________________________ The Company is either a defendant or a plaintiff in various legal actions. Refer to Item 3. `Legal Proceedings' of the Company's Form 10K and Item 1. `Legal Proceedings'' of the Company's Form 10-Q filings for discussion of such actions. Item 6. Exhibits and Reports on Form 8-K __________________________________________ (a) Exhibit 11 - Computation of Net Earnings per Common and Common Equivalent Shares for the nine months ended May 31, 1998 and 1997 and for the three months ended May 31, 1998 and 1997. (b) Reports on Form 8-K - In a report filed on Form 8K dated May 8, 1998, the Company reported that it had entered into an Agreement and Plan of Merger with Monsanto, providing for the acquisition of DEKALB by Monsanto. -12- SIGNATURE 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. DEKALB Genetics Corporation Date: July 9, 1998 /s/Janis M. Felver ________________________ (Signature) Janis M. Felver Vice President Chief Accounting Officer -13-