-----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, Eflj2ue75qKGDt+YryVrskUxjcyN884C/u/DxQLNn48CXgYFhAUWKp9faigd1+XQ 8qqrwn3q2wVKqBqgZnM8XQ== 0000898822-00-000073.txt : 20000214 0000898822-00-000073.hdr.sgml : 20000214 ACCESSION NUMBER: 0000898822-00-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000210 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONSANTO CO CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02516 FILM NUMBER: 535266 BUSINESS ADDRESS: STREET 1: 800 N LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 BUSINESS PHONE: 3146941000 MAIL ADDRESS: STREET 1: 800 NORTH LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 8-K 1 CURRENT REPORT 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): February 10, 2000 MONSANTO COMPANY ---------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-2516 43-0420020 -------- ------ ---------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 800 North Lindbergh Boulevard St. Louis, Missouri 63167 ------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (314) 694-1000 ITEM 5. OTHER EVENTS. On February 10, 2000, Monsanto Company ("Monsanto") issued a press release announcing its 1999 fourth quarter and full year results. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. The following exhibits are filed as part of this report: 99.1 Press release, dated February 10, 2000, issued by Monsanto. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 11, 2000 MONSANTO COMPANY By /s/ Barbara L. Blackford ------------------------ Name: Barbara L. Blackford Title: Chief Counsel and Assistant Secretary EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press release, dated February 10, 2000, issued by Monsanto. EX-99 2 PRESS RELEASE Jeff Bergau (312-840-5457) MONSANTO REPORTS 1999 FOURTH-QUARTER AND FULL-YEAR RESULTS ST. LOUIS (Feb. 10, 2000) - Monsanto Company reported aftertax income of $69 million, or 10 cents per share, on sales of $2.3 billion for the fourth quarter of 1999. For the full year of 1999, Monsanto recorded net income of $575 million, or 88 cents per share, on sales of $9.1 billion. Fourth quarter and full-year 1999 results include several unusual items. If unusual items were excluded, net income in the fourth quarter would have been $115 million, or 18 cents per share, and full-year net income would have been $650 million, or $1.00 per share. In comparison, for the fourth quarter of 1998, Monsanto reported a net loss of $603 million, or a loss of $1.00 per share, on sales of $1.7 billion. For the full year of 1998, the company recorded an aftertax loss of $250 million, or a loss of 41 cents per share, on sales of $7.2 billion. Both the fourth quarter and full-year results included unusual items. If these items were excluded for the fourth quarter of 1998, the company would have reported an aftertax net income of $27 million, or 5 cents per share. For the full year of 1998, if unusual items were excluded, aftertax income would have been $580 million, or 93 cents per share. Fourth-quarter and full-year 1999 and 1998 net income included income from discontinued operations. On July 1, 1999, Monsanto announced its intent to divest its artificial sweeteners and biogum businesses. As a result, the artificial sweeteners, biogum, alginates and Ortho lawn and garden businesses have been reclassified as discontinued - more - - 2 - operations in all periods presented. During 1999, the company sold the alginates and Ortho lawn and garden businesses. On February 4, 2000, the company announced an agreement to sell its tabletop sweetener business. The company is continuing to make progress on the divestiture of the remaining businesses. Aftertax income from continuing operations, excluding unusual items, for the fourth quarter of 1999 was $78 million, or 12 cents per share, compared with break-even income from continuing operations, excluding unusual items, for the same period in 1998. Monsanto's earnings before interest expense and taxes (EBIT) for the fourth quarter of 1999 was $124 million, compared with an EBIT loss for the fourth quarter of 1998 of $513 million. For the full year of 1999, the company reported EBIT of $1.1 billion, compared with EBIT of $125 million for the full year of 1998. Both fourth-quarter and full-year EBIT results include unusual items. Earnings before interest expense, taxes, depreciation and amortization (EBITDA), excluding unusual items, for the fourth quarter of 1999 was $367 million compared with EBITDA, excluding unusual items, for the same period in 1998 of $223 million. For the full year of 1999, EBITDA, excluding unusual items, was $1.9 billion, compared with EBITDA, excluding unusual items, of $1.4 billion. "As a result of strong performances from our agriculture and pharmaceutical businesses and sound financial management, we exceeded the financial targets we set for ourselves in the beginning of 1999," said Robert B. Shapiro, Monsanto's chairman and chief executive officer. "The global launch of Celebrex arthritis treatment surpassed the expectations of most industry and financial analysts. The product has significant momentum in the marketplace and considerable growth potential remains. We continued to see strong growth in volumes of Roundup herbicide and sales of seed with Monsanto's biotechnology traits. We also made important progress on strengthening our - more - - 3 - balance sheet. We reduced debt through management of capital expenditures, and working capital as a percentage of sales declined in 1999 when compared with working capital as a percentage of sales in 1998." EBIT, excluding unusual items, for the agriculture segment during the fourth quarter of 1999 was $11 million, compared with an EBIT loss, excluding unusual items, of $53 million for the same period in 1998. For the full year of 1999, the segment recorded EBIT, excluding unusual items, of $775 million, compared with EBIT, excluding unusual items, of $868 million for the full year of 1998. The year-to-year decline in EBIT for the agriculture segment was a result of higher amortization costs associated with the company's recently acquired seed businesses. EBITDA, excluding unusual items, in the fourth quarter of 1999 was $168 million for the segment, compared with EBITDA, excluding unusual items, of $60 million in the fourth quarter of 1998. EBITDA, excluding unusual items, for the full year of 1999 was $1.3 billion, compared with EBITDA, excluding unusual items, of $1.2 billion in 1998. The year-to-year increase in EBITDA, excluding unusual items, for the agricultural segment was primarily a result of growth in volumes of Roundup herbicide, the inclusion of a full year of results from seed companies acquired in 1998, and revenues from licensing of biotechnology traits. Volumes of Roundup herbicide increased above the product's historic 20 percent growth trend. Global acres of crops containing Monsanto biotechnology traits rose to 86 million acres, compared with 58 million acres in 1998, an increase of 48 percent. Early indications regarding planting intentions by U.S. growers continue to suggest that acres containing Monsanto biotechnology traits in 2000 are expected to at least equal and, more likely, exceed 1999 acres. Searle, Monsanto's pharmaceutical segment, reported EBIT, excluding unusual items, of $223 million for the fourth quarter of 1999, compared with EBIT, excluding unusual items, of - more - - 4 - $181 million during the same period in 1998. For the full year of 1999, Searle recorded EBIT, excluding unusual items, of $655 million, compared with full-year EBIT, excluding unusual items, of $309 million in 1998. EBITDA, excluding unusual items, for the segment was $263 million during the fourth quarter of 1999, compared with EBITDA, excluding unusual items, of $224 million during the fourth quarter of 1998. EBITDA, excluding unusual items, for the segment for the full year of 1999 was $813 million, compared with EBITDA, excluding unusual items, of $451 million for the full year of 1998. The launch of Celebrex arthritis treatment was the primary driver for the increase in EBIT, excluding unusual items, and EBITDA, excluding unusual items, in 1999. Though the product was launched in late January 1999, total product sales exceeded $1.5 billion in 1999, including more than $500 million in the fourth quarter. The Celebrex launch was the most successful in industry history, with 16.6 million total prescriptions in 1999, including 9.7 million new prescriptions and 6.9 million refills. On December 19, 1999, Monsanto and Pharmacia & Upjohn, Inc. entered into a definitive agreement to create a new global pharmaceutical company. The merger is expected to close in the first half of 2000. -oOo- Notes to editors: Roundup and Celebrex are trademarks owned or licensed by Monsanto Company and its subsidiaries. Certain statements made in this news release, including those relating to the company's future performance, and business and financial plans, are forward-looking statements. These forward-looking statements are based on current expectations, currently available information and assumptions that the company believes to be reasonable. However, forward-looking statements necessarily involve risks and uncertainties and actual results may differ materially from those suggested. Factors that could cause actual results to differ materially from those anticipated include but are not limited to the economic, competitive, governmental, technological, business, financial and other factors identified in Monsanto's 10-K, 10-Q and 8-K filings with the Securities and Exchange Commission. - 5 - Monsanto Company and Subsidiaries Statement of Consolidated Income (Dollars in millions, except per share) UNAUDITED Three Months Ended Twelve Months Ended December 31, December 31, ------------------- ------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Net Sales $ 2,342 $ 1,733 $ 9,146 $ 7,237 Costs, Expenses and Other: Cost of Goods Sold 822 797 3,272 2,912 Selling, General and Administrative Expenses 877 601 2,984 2,129 Technological Expenses 365 377 1,373 1,308 Acquired In-Process Research and Development 213 402 Amortization of Intangible Assets 115 119 374 286 Restructuring Expense (Income) (25) 188 (15) 153 Interest Expense 73 66 345 210 Interest Income (15) (12) (45) (47) Other Expense (Income), Net 79 (37) 107 (31) -------- -------- -------- -------- Income (Loss) from Continuing Operations Before Taxes 51 (579) 751 (85) Income Tax Expense (Benefit) 5 (169) 248 46 -------- -------- -------- -------- Income (Loss) from Continuing Operations 46 (410) 503 (131) Income (Loss) from Discontinued Operations, Net of Tax (193) 57 (119) Gain on Sale of Discontinued Operations, Net of Tax 23 35 Cumulative Effect of Change in Accounting Principle, Net of Tax (2) (20) -------- -------- -------- -------- Net Income (Loss) $ 69 $ (603) $ 575 $ (250) -------- -------- -------- -------- EBIT(1)from Continuing Operations $ 124 $ (513) $ 1,096 $ 125 -------- -------- -------- -------- In June, 1999, Monsanto management committed to a plan to sell its artificial sweeteners and biogum businesses. The results of operations and financial position of these businesses, and of the alginates and Ortho lawn-and-garden products businesses, have been reclassified as discontinued operations for all periods presented; the consolidated financial statements and notes have been reclassified to conform to this presentation. Monsanto also transferred the Roundup lawn-and-garden and nutrition research operations of the former Nutrition and Consumer Products segment to the Agricultural Products and Corporate and Other segments, respectively. (1) EBIT (earnings before interest expense and taxes) is income (loss) from continuing operations before taxes, excluding interest expense. Segment EBIT excludes restructuring and unusual items. - more - - 6 - Monsanto Company and Subsidiaries Earnings Per Share (Dollars in millions, except per share) UNAUDITED Three Months Ended Twelve Months Ended December 31, December 31, ------------------- ------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Basic Earnings (Loss) Per Share Continuing Operations $ 0.07 $ (0.69) $ 0.79 $ (0.22) Discontinued Operations (0.31) 0.09 (0.19) Gain on Sale of Discontinued Operations 0.04 0.06 Cumulative Effect of Change in Accounting Principle (2) (0.03) -------- -------- -------- -------- Total $ 0.11 $ (1.00) $ 0.91 $ (0.41) -------- -------- -------- -------- Diluted Earnings (Loss) Per Share Continuing Operations $ 0.07 $ (0.69) $ 0.77 $ (0.22) Discontinued Operations (0.31) 0.09 (0.19) Gain on Sale of Discontinued Operations 0.03 0.05 Cumulative Effect of Change in Accounting Principle (2) (0.03) -------- -------- -------- -------- Total $ 0.10 $ (1.00) $ 0.88 $ (0.41) -------- -------- -------- -------- Weighted Average Common Shares Basic - (in millions) 633.4 603.4 -------- -------- Diluted - (in millions) 649.8 626.9 -------- -------- (2) In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin 101, Revenue "Recognition in Financial Statements" (SAB 101) which provides guidance related to revenue recognition based on interpretations and practices followed by the SEC. SAB 101 requires companies to report any changes in revenue recognition as an accounting change at the time of implementation in accordance with APB Opinion No. 20, "Accounting Changes". Monsanto recorded a cumulative effect of a change in accounting principle, effective Jan. 1, 1999, for revenue recognized in 1998 related to the sale of marketing rights to The Scotts Company. The effect on earnings in 1999 was an after tax loss of $20 million, net of taxes of $12 million. - more - - 7 - Monsanto Company and Subsidiaries Segment Data (Dollars in millions) UNAUDITED Three Months Ended December 31, ----------------------------------------- 1999 1998 ------------------- ------------------- Net Net Segment: Sales EBIT (1) Sales EBIT (1) -------- -------- -------- -------- Agricultural Products $ 1,082 $ 11 $ 824 $ (53) Pharmaceuticals 1,224 223 855 181 Corporate & Other 36 (84) 54 (81) Restructuring & Unusuals (26) (560) -------- -------- -------- -------- Total from Continuing Operations $ 2,342 $ 124 $ 1,733 $ (513) -------- -------- -------- -------- Twelve Months Ended December 31, ------------------------------------------ 1999 1998 -------------------- -------------------- Net Net Segment: Sales EBIT (1) Sales EBIT (1) -------- -------- -------- -------- Agricultural Products $ 5,102 $ 775 $ 4,264 $ 868 Pharmaceuticals 3,920 655 2,771 309 Corporate & Other 124 (270) 202 (290) Restructuring & Unusuals (64) (762) -------- -------- -------- -------- Total from Continuing Operations $ 9,146 $ 1,096 $ 7,237 $ 125 -------- -------- -------- -------- EBITDA (excluding unusual items) (3) ----------------------------------------- Three Months Twelve Months ------------------- ------------------- Segment: 1999 1998 1999 1998 -------- -------- -------- -------- Agricultural Products $ 168 $ 60 $1,275 $1,223 Pharmaceuticals $ 263 224 813 451 Corporate & Other (64) (61) (198) (269) -------- -------- -------- -------- Total from Continuing Operations $ 367 $ 223 $ 1,890 $ 1,405 -------- -------- -------- -------- (3) EBITDA (excluding unusual items) is net earnings (loss) before income taxes, interest expense, depreciation expense, amortization expense, and excluding the effects of restructuring and unusual items. - more - - 8 - Monsanto Company and Subsidiaries Restructuring and Unusual Items (Dollars in millions) UNAUDITED (4) (Income) / expense related to restructuring, costs associated with the failed merger between Monsanto and Delta and Pine Land Company, gain from divested businesses, sale of a portion of discontinued operations, acquired in-process research and development, and other unusual items were recorded in the Statement of Consolidated Income in the following categories: Three Months Ended Twelve Months Ended December 31, December 31, ------------------- ------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Cost and Expenses: Cost of Goods Sold $ $ 54 $ 20 $ 98 Acquired In-Process Research and Development 213 402 Amortization of Intangible Assets 42 8 66 Restructuring Expenses (Income) (24) 188 (14) 153 Other Expense 50 63 50 43 -------- -------- -------- -------- Expense Before Taxes 26 560 64 762 Income Tax Expense (Benefit) 6 (150) (7) (152) -------- -------- -------- -------- After Tax Expense From Continuing Operations 32 410 57 610 (Income) Loss from Discontinued Operations, Net of Tax of $78, $15 and $78, 220 (27) 220 respectively Loss on Sale of Discontinued Operations, Net of Tax of $8 and $15, respectively 14 25 Cumulative Effect of Change in Accounting Principle, Net of Tax of $12 20 -------- -------- -------- -------- Net Expense $ 46 $ 630 $ 75 $ 830 -------- -------- -------- -------- - more - - 9 - Monsanto Company and Subsidiaries Statement of Consolidated Financial Position (Dollars in millions) UNAUDITED Dec. 31, Dec. 31, ASSETS 1999 1998 -------- -------- Current Assets Cash and cash equivalents $ 284 $ 89 Trade receivables 2,618 2,119 Prepaid assets & other receivables 711 777 Deferred income tax benefit 446 488 Inventories 1,728 1,722 -------- -------- Total Current Assets 5,787 5,195 -------- -------- Net Property, Plant and Equipment 3,320 2,865 Intangible Assets 4,670 5,281 Investment & Other Assets 1,201 1,120 Net Assets of Discontinued Operations (5) 1,557 1,924 -------- -------- Total Assets $16,535 $16,385 -------- -------- LIABILITIES AND SHAREOWNERS' EQUITY Current Liabilities Payables and accruals $ 2,970 $ 2,711 Short-term debt 780 1,069 -------- -------- Total Current Liabilities 3,750 3,780 -------- -------- Long-Term Debt 5,903 6,259 Postretirement Liabilities 962 848 Other Liabilities 571 512 Shareowners' Equity 5,349 4,986 -------- -------- Total Liabilities and Shareowners' Equity $16,535 $16,385 -------- -------- Working Capital (6) $ 2,378 $ 2,137 -------- -------- Debt to Capital Ratio 56% 60% (5) In 1999 and 1998, respectively, Net Assets of Discontinued Operations include Current Assets of $545 million and $994 million and Noncurrent Assets of $1,216 million and $1,269 million offset by Current Liabilities of $204 million and $272 million and Noncurrent Liabilities of $-0- million and $67 million. (6) Working Capital includes Current Assets and Current Liabilities from Discontinued Operations. -oOo- -----END PRIVACY-ENHANCED MESSAGE-----