-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HXnl8gjn3h4yRBk5Ny3V6D1WrgGu0atnLuPJbBkPLVs5ql4pBksJZmFSaCy4Nx8i LWioA/CsiHdEYNSQvJoKvg== 0000034616-03-000034.txt : 20030715 0000034616-03-000034.hdr.sgml : 20030715 20030715165011 ACCESSION NUMBER: 0000034616-03-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030715 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FARMLAND INDUSTRIES INC CENTRAL INDEX KEY: 0000034616 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 440209330 STATE OF INCORPORATION: KS FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11629 FILM NUMBER: 03787652 BUSINESS ADDRESS: STREET 1: 12200 N. AMBASSADOR DR. STREET 2: DEPT 140 CITY: KANSAS CITY STATE: MO ZIP: 64163-1244 BUSINESS PHONE: 8167137000 MAIL ADDRESS: STREET 1: P.O. BOX 20111 CITY: KANSAS CITY STATE: MO ZIP: 64195-0111 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS COOPERATIVE ASSOCIATION DATE OF NAME CHANGE: 19681201 8-K 1 ex9928k71503.htm 8-K - ITEM 5, 7 AND 9 MEDIA RELEASE

Exhibit 99.2

 

(FARMLAND INDUSTRIES, INC. LOGO)                                                                                       Media Release

FOR IMMEDIATE RELEASE

 

Contact: Sherlyn Manson
Corporate Communications
slmanson@farmland.com
(816) 713-6230

 

Farmland Announces Third Quarter Financial Results

Operations continue to improve.

 

KANSAS CITY, Mo. (July 14, 2003) ---Farmland Industries today announced operating income[1] of $45.3 million for the third quarter of fiscal year 2003 (ended May 31). This represents a substantial improvement of $138.3 million compared to an operating loss of $93.0 million in the third quarter one year ago.Year-to-date operating income1 of $95.5 million is compared to an operating loss of $126.9 million during the nine-month period last year.

Overall, after inclusion of reorganization expense, non-cash restructuring charges and results from discontinued operations, Farmland reported a net loss in the third quarter of $47.2 million compared to a net loss of $189.5 million during the third quarter of the prior year.  

Farmland President and CEO Bob Terry said, "We have continued to improve operating results in our various businesses, even as we operate under Chapter 11. We are very pleased with our operating results and the positive cash flow we are generating.  This is a reflection of the hard work and dedication of our employees."

Company highlights for the third quarter include:

As of May 31, Farmland had repaid nearly $400 million of its bank borrowings over the last year. The company has repaid all borrowings under its DIP Credit Facility. In addition, Farmland has repaid all but $20 million of its $135 million term loan.

  • Sales and margins improved in the Pork Marketing segment due to increased efficiencies and a continued focus on value added branded pork products.
  • Sales in the Beef Marketing segment increased 19 percent over the year prior, while income increased by $8.9 million.
  • Improved margins at the Coffeyville, Kan., nitrogen gasification plant resulted from higher unit selling prices. Higher natural gas prices raised unit selling prices but did not impact margins as this plant does not use natural gas as a feedstock in the production of nitrogen-based fertilizers.
  • Selling, general and administrative expenses declined $28 million from the year-ago period.

Sales in Farmland's Pork Marketing segment increased $8.1 million, or 2 percent, during the period, compared to the third quarter of fiscal 2002. This increase was due in part to a 3 percent unit sales increase made possible by increased efficiencies at plants in Monmouth, Ill., and Denison, Iowa. Operating income in the Pork Marketing segment was $9.0 million, compared to an operating loss of $6.2 million in the same period a year ago. This marks the seventh consecutive quarter in which Farmland's Pork Marketing income was higher than the comparable period for the prior year.

--more--

Farmland Reports Third Quarter Financials -- Add 1

Farmland's Beef Marketing segment (the company's interest in Farmland National Beef, which is not in Chapter 11) reported income of $11.4 million, up significantly from $2.6 million in the same period a year ago. Sales increased in the Beef Marketing segment as well, from $833 million to $990 million. Farmland expects the U.S. Bankruptcy Court will later this month approve the sale of Farmland's share of Farmland National Beef to its partner, U.S. Premium Beef, for $232 million.

During the third quarter, Farmland completed the sale of most of its Crop Production business to Koch Nitrogen Co., Wichita, Kan. Therefore Crop Production results from these businesses are reported as Discontinued Operations. Farmland's Crop Production business improved over the same quarter a year ago, reporting operating income of $17.9 million, compared to an operating loss of $17.7 million in the same period of 2002. A $15.2 million improvement in gross margins is attributable to operations at the Coffeyville, Kan., nitrogen gasification plant. Relatively high natural gas prices supported increased selling prices for nitrogen-based fertilizer products without increasing the cost of production at this plant, which does not use natural gas as a feedstock in the production of nitrogen-based fertilizers.

The World Grain segment incurred an operating loss of $2.0 million in the third quarter. The loss is attributable to the operations of Farmland's domestic grain assets, which are leased to Archer Daniels Midland. This compares to an operating loss of $2.4 million in World Grain in the third quarter of 2002.

The Petroleum segment reported operating income of $7.7 million, compared to an operating loss of $55.1 million in the third quarter of fiscal 2002.

Terry said, "Our goal throughout the Chapter 11 process has been to maximize value for the benefit of our creditors. We have made significant strides in selling assets and businesses to pay off our secured lenders and to maximize the value we can deliver to our creditors. In one year, Farmland has reduced our bank borrowings by nearly $400 million through improved operations and the sale of assets. A major accomplishment in the third quarter was the sale of substantially all of our fertilizer assets, bringing value of $270 million. In June, we reached an agreement to sell our share of Farmland National Beef to U.S. Premium Beef for $232 million. These asset sales will generate a substantial cash pool for the benefit of our creditors."

Farmland Industries, Inc., Kansas City, Mo., (www.farmland.com) is a diversified agricultural cooperative with interests in food, fertilizer, petroleum, grain and animal feed businesses.

 

###

 

This press release may contain statements, estimates or projections that constitute "forward-looking statements" as defined under U.S. federal securities laws. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from Farmland's historical experience and our present expectations or projections. These risks include, but are not limited to, foreign currency and interest rate fluctuations; changes in tariffs; events that may increase concerns regarding food safety; changes in federal agricultural programs; adverse weather conditions; regulatory and legal changes; fluctuations in the cost and availability of raw materials; changes in economic and political conditions; litigation uncertainties; and other risks discussed in Farmland's filings with the Securities and Exchange Commission (the "SEC"), including our Annual Report on Form 10-K. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Farmland undertakes no obligation to publicly update or revise any forward-looking statements.


Income (Loss) by Segment and Consolidated Net Income (Loss) After Income Taxes

Comparison of Three Months Ended May 31, 2003, and May 31, 2002

(Amounts in Thousands)

 

Three months ended

Three months ended

May 31, 2003

May 31, 2002

Consolidated Sales

1,719,845 

1,447,290 

Segment Income (Loss)
Crop Production

17,890 

(17,669)

Petroleum

7,677 

(55,131)

Feed

2,771 

596 

Pork Marketing

8,964

(6,218)

Beef Marketing

11,431 

2,558 

World Grain

(2,039)

(2,376)

Other Operating Units

(296)

1,068 

46,398 

(77,172)

Unallocated Income/(Expense)

(1,130)

(15,793)

Income Before Tax & Non-recurring items

45,268 

 (92,965)

Reorganization charges:
Crop Production

(14,586)

--

Petroleum

(39)

--

Feed

--

--

Pork Marketing

(20,033)

--

World Grain

--

Other

(21,567)

(54,719)

(56,222)

(54,719)

Restructuring charges:
Crop Production

--

(55,177)

Petroleum
Other

--

(400)

--

(55,577)

Discontinued Operations:
Crop Production

(36,187)

(13,871)

World Grain

96 

(17,201)

Income Tax (Expense)/Benefit (1)

(190)

44,816 

Net Loss

(47,235)

(189,517)

(1)  Includes taxes from:
     Continuing Operations

--

46,081 

     Discontinued Operations

(190)

(1,265)

 

 



[1] "Operating income" represent earnings before reorganization expense, restructuring charges and results of discontinued operations.

EX-99 3 ex9918k71503.htm EX. 99.1 PORK ASSET SALE PRESS RELEASE MEDIA RELEASE

Exhibit 99.1

 

(FARMLAND INDUSTRIES, INC. LOGO)                                                                                       (Media Release

 

                                                                                                                       

Contacts:

Sherlyn Manson, Farmland Industries

slmanson@farmland.com

(816) 713-6230  

Jerry Hostetter, Smithfield Foods

 jerryhostetter@smithfieldfoods.com

(212) 758-8568

 

Farmland Announces Bid for Pork Assets

Smithfield Foods submits bid of $363.5 million for Farmland Foods.

 

KANSAS CITY, Mo. (July 15, 2003) --- Farmland Industries, based here, and Smithfield Foods, Smithfield, Va., have signed an agreement for Smithfield to purchase Farmland Foods for $363.5 million in cash. The agreement is subject to court approval as a "stalking horse" bid and will be the basis for an auction process involving parties interested in purchasing Farmland Foods.

With annual sales of approximately $1.8 billion, Farmland Foods is the sixth largest pork producer in the nation. The company has seen continued success, achieving seven consecutive quarters of year-over-year improved income.

Under the agreement, Smithfield Foods would continue to operate all Farmland plants and maintain production levels at the plants. In addition, Smithfield would retain all Farmland Foods’ employees, including the management team, and honor Farmland contracts with unions and hog producers.

Farmland Industries President and CEO Bob Terry said, “Over the last six months, we have carefully reviewed all of the options for the Foods' business to determine the best course of action. This review has included consideration of retaining ownership and reorganizing around the Foods' business, entering into a joint venture with other industry participants, including producer groups, as well as the outright sale of the business. At the value we have achieved in this agreement, we believe this sales process will best address the interests of our creditors. Both of the committees representing our creditors have indicated their full support of this agreement and the auction process.”

Smithfield Chairman and Chief Executive Officer Joseph W. Luter III said, “Though our businesses serve complementary regions, we know Farmland Foods to be an excellent company with a great brand name, efficient pork processing operations, a substantial value-added processed meats business, and a growing case-ready franchise. We have tremendous respect for the quality of its management team, its people, its independent hog producers, its union representatives and its brand. With the strong financial foundation of Smithfield, Farmland Foods would be well positioned to thrive and to continue supporting the many people and communities who have come to rely on it.”

--more—

 

 

 

 

 

Farmland Announces Bid for Pork Assets – Add 1

 

“This agreement reflects the strong value of Farmland Foods. Our employees have done an excellent job over the past year growing the profitability and value of our Pork business. The sales price, which may be increased through the auction process, will bring significant value for the benefit of our creditors,” said Farmland Foods President George Richter.

 

Farmland’s next step will be to file the agreement with the Bankruptcy Court. At a court hearing, Farmland will ask U.S. Bankruptcy Judge Jerry Venters to approve bid and auction procedures for Farmland Foods and set a time to qualify other potential bidders. In preparation for an auction, Farmland will begin providing information to other potential participants. Farmland anticipates completing the sale later this fall. Farmland continues to anticipate filing an Amended Plan of Reorganization and Disclosure Statement by the end of this month.

 

Terry said, “This proposed sale would leave the Farmland Foods organization wholly intact as an independent operating unit and would provide continuity for all of Foods' employees, customers, hog producers, suppliers and the communities in which Foods operates. The management team would continue in place in Kansas City.

 

“As we have pursued our reorganization, we have been fortunate to have a number of valuable core businesses and individual plants which we have been able to market as ongoing operations. Such sales have allowed us to maximize the value of the company while minimizing the negative impact on employees and others who rely on these operations.”

 

Farmland Industries is being advised by investment bank, Goldsmith Agio Helms, who will continue to be involved throughout the auction process.

 

Farmland Industries, Inc., Kansas City, Mo., (www.farmland.com) is a diversified agricultural cooperative with interests in food, fertilizer, petroleum, grain and animal feed businesses.

 

With annualized sales of $8 billion, Smithfield Foods is the leading processor and marketer of fresh pork and processed meats in the United States, as well as the largest producer of hogs. For more information, please visit www.smithfieldfoods.com.

 

###

EX-99 4 eightk71403.htm EX. 99.2 THIRD QUARTER FINANCIAL RESULTS UNITED STATES

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 14, 2003

FARMLAND INDUSTRIES, INC.
Debtor-in-possession as of May 31, 2002
(Exact name of registrant as specified in its charter)

 

Kansas

001-11629

44-0209330

(State of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

12200 North Ambassador Drive

Kansas City, Missouri

64163-1244

(Address of principal executive offices)

(Zip Code)

816-713-7000
(Registrant's telephone number, including area code)

Not Changed

(Former name or former address, if changed since last report)


ITEM 5.           Other Events and Regulation FD Disclosure.

On July 15, 2003, Farmland Industries, Inc. (the "Registrant") issued a press release announcing a bid by Smithfield Foods to purchase its pork assets.  The information contained in the press release, which is attached as Exhibit 99.1 to this report, is incorporated herein by reference.

ITEM 7.           Financial Statements, Pro Forma Financial Information and Exhibits.

                        (C)  Exhibits

Number

Description

99.1

Press release, "Farmland Announces Bid for Pork Assets", dated July 15, 2003.

99.2

Press release, "Farmland Announces Third Quarter Financial Results", dated July 14, 2003.

ITEM 9.             Regulation FD Disclosure.

Farmland Industries, Inc. (the "Registrant") hereby furnishes this report pursuant to Item 12 of Form 8-K in accordance with SEC Release No. 33-8216.

On July 14, 2003, the Registrant issued a press release announcing earnings for the three and nine months ended May 31, 2003.  The information contained in the press release, which is attached as Exhibit 99.2 to this report, is incorporated herein by reference.

 

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.

Date:  July 15, 2003

FARMLAND INDUSTRIES, INC.

(Registrant)

By:

/s/ STEVEN R. RHODES

Steven R. Rhodes

Executive Vice President

and Chief Financial Officer


Exhibit Index

 

Number

Description

99.1

Press release, "Farmland Announces Bid for Pork Assets", dated July 15, 2003.

99.2

Press release, "Farmland Announces Third Quarter Financial Results", dated July 14, 2003.

 


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