-----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, GeKzHGruhG+vDOtqFCHtS3a8hYJA786we+jwK1LJxvDMRYo6npgi3zsNah2583cA QFEEWxjMXCgCApDxpt/Umw== 0000902277-03-000008.txt : 20030708 0000902277-03-000008.hdr.sgml : 20030708 20030708095432 ACCESSION NUMBER: 0000902277-03-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030531 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA & PINE LAND CO CENTRAL INDEX KEY: 0000902277 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 621040440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14136 FILM NUMBER: 03777842 BUSINESS ADDRESS: STREET 1: ONE COTTON ROW CITY: SCOTT STATE: MS ZIP: 38772 BUSINESS PHONE: 6017423351 MAIL ADDRESS: STREET 1: ONE COTTON ROW CITY: SCOTT STATE: MS ZIP: 38772 8-K 1 a8k05312003.txt 8 K MAY 31, 2003 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 8, 2003 (July 7, 2003) DELTA AND PINE LAND COMPANY (Exact name of registrant as specified in its charter) Delaware 62-1040440 (State or other jurisdiction (IRS employer of incorporation) identification No.) 000-21788 (Commission file number) One Cotton Row, Scott, Mississippi 38772 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (662) 742-4000 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 7, 2003. Item 9. Regulation FD Disclosure (Information provided under Item 12. Results of Operations and Financial Condition). On July 7, 2003, Delta and Pine Land Company ("D&PL") issued a press release reporting its results of operations and financial condition for the third quarter and nine months ended May 31, 2003. This press release, which has been attached as Exhibit 99.1, discloses non-GAAP financial measures that exclude legal costs associated with the D&PL versus Monsanto (NYSE: MON)/Pharmacia litigation and special charges associated with the closing of two U.S. locations and headcount reductions at an international subsidiary and an international joint venture. These non-GAAP financial measures are provided to enhance the user's overall understanding of D&PL's current financial performance from normal operations and D&PL's prospects for the future. D&PL believes that the amounts excluded in the non-GAAP financial measures are not indicative of D&PL's core operating results. D&PL management uses these non-GAAP financial measures in analyzing its performance. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. The non-GAAP financial measures included in the attached press release are reconciled to the most directly comparable GAAP measure therein. Additionally, executive management will discuss D&PL's third quarter and nine month earnings during a conference call to be held July 8, 2003 at 11 a.m. EDT/10 a.m. CDT. All interested parties are invited to listen to the conference call by dialing 888-270-8028 (International, 706-679-0236), pass code 1452504. Live audio of the conference call will also be accessible at www.vcall.com. Also, refer to D&PL's Investor Relations section in its News and Events section of its Internet site at www.deltaandpine.com for further instructions about accessing the conference call. Information in this report, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 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 hereunto duly authorized. DELTA AND PINE LAND COMPANY Date: July 8, 2003 /s/ R. D. Greene ------------------------------------- R. D. Greene, Vice President - Finance, Treasurer and Assistant Secretary EX-99 3 ex991053103.txt EXHIBIT 99.1 NEWS Delta and Pine Land Company P.O. Box 157 Scott, Mississippi 38772 - -------------------------------------------------------------------------------- Contact: Investors Media Tom Jagodinski Stephanie Pillersdorf/Keil Decker Delta and Pine Land Company Citigate Sard Verbinnen (662) 742-4518 (212) 687-8080 DELTA AND PINE LAND COMPANY REPORTS THIRD QUARTER AND NINE-MONTH FINANCIAL RESULTS o Reports Increased Sales and Net Income o Full Year Earnings Guidance Updated in Light of Heavy Rains and Storms in the Cotton Belt SCOTT, MS, July 7, 2003 -- Delta and Pine Land Company (NYSE:DLP) ("D&PL"), a leading commercial breeder, producer and marketer of cotton planting seed, today announced financial results for the third fiscal quarter and nine months ended May 31, 2003. Third Quarter and Nine-Month Results Third quarter net income was $0.77 per diluted share, an increase of 18% over last year's third quarter net income of $0.65, before legal expenses related to the D&PL versus Monsanto/Pharmacia litigation of $0.04 in 2003 ($0.02 in 2002), and before special charges in 2003 primarily related to a workforce reduction in Australia of $0.01 per diluted share. Diluted earnings per share after such expenses and special charges was $0.72 per share for the third quarter compared to $0.63 per share in the prior year. Net sales for the fiscal 2003 third quarter increased 25% to $169.0 million from $135.4 million in the year ago quarter, primarily the result of a shift in shipments into the third quarter from the second quarter. Sales and net income were also favorably affected by increased demand for stacked gene cottonseed products, which carry higher technology fees. Operating expenses were essentially flat with last year. Net income for the nine-month period was $1.10 per diluted share compared to $1.00 in the prior year, before legal expenses related to the D&PL versus Monsanto/Pharmacia litigation of $0.14 in 2003 ($0.04 in 2002), and special charges related to two U.S. location shut downs and workforce reductions at two foreign locations of $0.02 per diluted share. Diluted earnings per share after such expenses and special charges was $0.94 for the nine-month period compared to $0.96 in the prior year. Net sales for the current nine-month period increased to $282.1 million from $255.5 million in the comparable prior period. This increase was primarily the result of higher sales of stacked gene products and higher soybean sales in the U.S. market. Lower international sales and poor weather in the U.S. and Australia also negatively affected our 2003 results. The USDA is now estimating that planted cotton acreage in 2003 will be lower overall than in 2002 and a major commodity broker has lowered its earlier estimates of acres to be planted in 2003. Operating expenses increased due to higher insurance, pension and payroll related costs. Tom Jagodinski, President and CEO said, "Although we reported higher sales and net income in the third quarter and year-to-date versus 2002, inclement weather, primarily heavy rains in the South and the Texas High Plains, reduced the number of acres planted to levels below our earlier estimates as well as forecasts made by the USDA. Because of the poor weather, several hundred thousand acres were not planted with cotton and, in many cases, technology fees will not be collected on some planted acres if the crop was subsequently destroyed or abandoned. In spite of the effects of the weather this year, we are encouraged by increased market share for our high-value picker products in markets east of Texas, the strong demand for higher margin stacked gene products and higher soybean sales. We remain optimistic about new products containing third party traits we are currently working on, as well as the prospects for our DeltaMax Cotton joint venture." The following table reconciles net income before unusual items to net income at May 31. Diluted EPS: Three Months Nine Months ------------ ------------ Net income before legal 2002 2003 2002 2003 expenses related to D&PL versus Monsanto/Pharmacia litigation and special charges (a non-GAAP measure) $0.65 $0.77 $1.00 $1.10 Monsanto litigation expenses (0.02) (0.04) (0.04) (0.14) Special charges - (0.01) - (0.02) -------- --------- --------- -------- Net income (a GAAP measure) $0.63 $0.72 $0.96 $0.94 ======== ========= ========= ======== 2003 Earnings Outlook Due to the reduction in planted acreage in D&PL's key picker markets (primarily east of Texas) and inclement weather across the Cotton Belt, the Company now expects to report earnings per diluted share before Monsanto legal expenses and special charges (a non-GAAP measure) in the range of $0.93 to $0.98. Legal expenses associated with the Monsanto litigation are expected to range from $0.17 to $0.19 per diluted share. Special charges are expected to approximate $0.02 per share. Diluted earnings per share after Monsanto legal expenses and special charges (a GAAP measure) are expected to range from $0.72 to $0.79 per share. Conference Call D&PL will hold a conference call with the investment community to review this announcement on Tuesday, July 8, 2003, at 11 a.m. ET/10 a.m. CT. The call can be accessed by dialing 888-270-8028 (International, 706-679-0236), pass code: 1452504. Live audio of the conference call will also be accessible at www.vcall.com. The call will be available on the website for 90 days, and will also be available by replay from 3 p.m. ET/2 p.m. CT on Tuesday, July 8th through 3 p.m. ET/2 p.m. CT on Tuesday, July 15th by dialing 800-642-1687 (International, 706-645-9291) and entering the pass code: 1452504. About Delta and Pine Land Company Delta and Pine Land Company is a leading commercial breeder, producer and marketer of cotton planting seed. Headquartered in Scott, Mississippi, with multiple offices in eight states and facilities in several foreign countries, D&PL also breeds, produces and markets soybean planting seed in the U.S. For more information, please refer to the Company's website at www.deltaandpine.com. # # # Certain matters discussed in this release are "forward-looking statements," including statements about the Company's future plans, goals and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by the Private Securities Litigation Reform Act of 1995. They can generally be identified because the context of such statements will include words such as "believes," "anticipates," "expects" or words of similar import. It is the nature of agricultural seed businesses that supply, demand and their timing are affected by many variables, including commodity prices, weather and government policy. Due to the seasonal nature of the seed business, the Company typically incurs losses in its first and fourth quarters. Additional risks and uncertainties with respect to the Company's business and forward looking statements are set forth in the Company's latest filings with the Securities and Exchange Commission. DELTA AND PINE LAND COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED (in thousands, except per share amounts) (Unaudited) May 31, May 31, 2002 2003 ---------------- ---------------- NET SALES AND LICENSING FEES $ 135,386 $ 168,936 COST OF SALES 86,336 110,547 ---------------- ---------------- GROSS PROFIT 49,050 58,389 ---------------- ---------------- OPERATING EXPENSES: Research and development 4,796 4,700 Selling 2,700 3,014 General and administrative 3,837 3,882 ---------------- ---------------- 11,333 11,596 SPECIAL CHARGES (462) ---------------- ---------------- OPERATING INCOME 37,717 46,331 ---------------- ---------------- INTEREST (EXPENSE) INCOME, net (62) 160 OTHER EXPENSE, net (390) (2,330) EQUITY IN NET LOSS OF AFFILIATE - (551) MINORITY INTEREST IN LOSS OF SUBSIDIARIES 1,594 522 ---------------- ---------------- INCOME BEFORE INCOME TAXES 38,859 44,132 INCOME TAX PROVISION 13,794 15,667 ---------------- ---------------- NET INCOME 25,065 28,465 DIVIDENDS ON PREFERRED STOCK (53) (64) ---------------- ---------------- NET INCOME APPLICABLE TO COMMON SHARES $ 25,012 $ 28,401 ================ ================ NET INCOME APPLICABLE TO COMMON SHARES BEFORE SPECIAL CHARGES $ 25,012 $ 28,699 ================ ================ BASIC EARNINGS PER SHARE: NET INCOME BEFORE SPECIAL CHARGES $ 0.65 $ 0.76 SPECIAL CHARGES, net of tax - (0.01) ---------------- ---------------- NET INCOME $ 0.65 $ 0.75 ================ ================ DILUTED EARNINGS PER SHARE: NET INCOME BEFORE SPECIAL CHARGES $ 0.63 $ 0.73 SPECIAL CHARGES, net of tax - (0.01) ---------------- ---------------- NET INCOME $ 0.63 $ 0.72 ================ ================ NUMBER OF SHARES USED IN BASIC EARNINGS PER SHARE CALCULATIONS 38,343 38,049 ================ ================ NUMBER OF SHARES USED IN DILUTED EARNINGS PER SHARE CALCULATIONS 39,769 39,598 ================ ================ DIVIDENDS PER COMMON SHARE $ 0.05 $ 0.06 ================ ================ DELTA AND PINE LAND COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED (in thousands, except per share amounts) (Unaudited) May 31, May 31, 2002 2003 ---------------- ---------------- NET SALES AND LICENSING FEES $ 255,506 $ 282,072 COST OF SALES 163,530 179,762 ---------------- ---------------- GROSS PROFIT 91,976 102,310 ---------------- ---------------- OPERATING EXPENSES: Research and development 13,438 13,352 Selling 8,168 8,235 General and administrative 10,463 11,779 ---------------- ---------------- 32,069 33,366 SPECIAL CHARGES - (962) ---------------- ---------------- OPERATING INCOME 59,907 67,982 ---------------- ---------------- INTEREST INCOME, net 1,096 742 OTHER EXPENSE, net (3,605) (8,814) EQUITY IN NET LOSS OF AFFILIATE - (1,492) MINORITY INTEREST IN LOSS/(EARNINGS) OF SUBSIDIARIES 2,066 (796) ---------------- ---------------- INCOME BEFORE INCOME TAXES 59,464 57,622 INCOME TAX PROVISION 21,110 20,456 ---------------- ---------------- NET INCOME 38,354 37,166 DIVIDENDS ON PREFERRED STOCK (159) (181) ---------------- ---------------- NET INCOME APPLICABLE TO COMMON SHARES $ 38,195 $ 36,985 ================ ================ NET INCOME APPLICABLE TO COMMON SHARES BEFORE SPECIAL CHARGES $ 38,195 $ 37,605 ================ ================ BASIC EARNINGS PER SHARE: NET INCOME BEFORE SPECIAL CHARGES $ 0.99 $ 0.99 SPECIAL CHARGES, net of tax - (0.02) ---------------- ---------------- NET INCOME $ 0.99 $ 0.97 ================ ================ DILUTED EARNINGS PER SHARE: NET INCOME BEFORE SPECIAL CHARGES $ 0.96 $ 0.96 SPECIAL CHARGES, net of tax - (0.02) ---------------- ---------------- NET INCOME $ 0.96 $ 0.94 ================ ================ NUMBER OF SHARES USED IN BASIC EARNINGS PER SHARE CALCULATIONS 38,394 38,116 ================ ================ NUMBER OF SHARES USED IN DILUTED EARNINGS PER SHARE CALCULATIONS 39,832 39,554 ================ ================ DIVIDENDS PER COMMON SHARE $ 0.15 $ 0.17 ================ ================ DELTA AND PINE LAND COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) (Unaudited) May 31, August 31, May 31, 2002 2002 2003 ----------------- ---------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 87,577 $ 109,091 $ 116,385 Receivables, net 214,936 145,876 243,440 Inventories 43,060 40,021 34,204 Prepaid expenses 622 2,266 634 Deferred income taxes 8,674 11,214 11,225 ----------------- ---------------- ---------------- Total current assets 354,869 308,468 405,888 PROPERTY, PLANT and EQUIPMENT, net 62,924 63,401 61,427 EXCESS OF COST OVER NET ASSETS OF BUSINESS ACQUIRED, net 4,182 4,187 4,183 INTANGIBLES, net 4,125 4,032 5,489 INVESTMENT IN AFFILIATE - 695 753 OTHER ASSETS 2,338 2,359 1,946 ----------------- ---------------- ---------------- Total non-current assets 73,569 74,674 73,798 ----------------- ---------------- ---------------- $ 428,438 $ 383,142 $ 479,686 ================= ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $ 146 $ 1,763 $ 24 Accounts payable 11,641 16,447 9,119 Accrued expenses 171,792 143,533 208,209 Income taxes payable 18,122 12,381 22,988 ----------------- ---------------- ---------------- Total current liabilities 201,701 174,124 240,340 ----------------- ---------------- ---------------- LONG-TERM DEBT, less current maturities 1,319 1,176 2,145 ----------------- ---------------- ---------------- DEFERRED INCOME TAXES 4,706 3,121 3,129 ----------------- ---------------- ---------------- MINORITY INTEREST IN SUBSIDIARIES 4,177 2,514 3,310 ----------------- ---------------- ---------------- STOCKHOLDERS' EQUITY: Preferred stock, par value $0.10 per share; 2,000,000 shares authorized: Series A Junior Participating Preferred, par value $0.10 per share; 456,989 shares authorized; no shares issued or outstanding - - - Series M Convertible Non-Voting Preferred, par value $0.10 per share; 1,066,667 shares authorized, issued and outstanding 107 107 107 Common stock, par value $0.10 per share; 100,000,000 shares authorized; 39,278,071, 39,311,571 and 39,474,723 issued; 38,332,405, 38,204,405 and 38,094,557 shares outstanding 3,928 3,931 3,947 Capital in excess of par value 51,146 51,563 53,974 Retained earnings 182,359 172,381 202,888 Accumulated other comprehensive loss (4,196) (5,939) (5,043) Treasury stock at cost, 945,666, 1,107,166 and 1,380,166 shares (16,809) (19,836) (25,111) ----------------- ---------------- ---------------- Total stockholders' equity 216,535 202,207 230,762 ----------------- ---------------- ---------------- $ 428,438 $ 383,142 $ 479,686 ================= ================ ================
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED (in thousands) (Unaudited) May 31, May 31, 2002 2003 ---------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 38,354 $ 37,166 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 5,062 5,739 Loss/(gain) on sale of property and equipment 187 (28) Equity in net loss of affiliate - 1,492 Minority interest in net (loss)/income of subsidiaries (2,066) 796 Changes in current assets and liabilities: Receivables (40,091) (97,364) Inventories (7,060) 5,567 Prepaid expenses 1,417 1,539 Intangibles and other assets (11) 126 Accounts payable (2,937) (7,420) Accrued expenses (3,269) 64,236 Income taxes payable 2,469 11,127 ---------------- ---------------- Net cash (used in) provided by operating activities (7,945) 22,976 ---------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (5,082) (3,302) Sale of investments and property 43 76 Purchase of minority interest in subsidiary (4,838) - Investment in affiliate 1,000 (1,550) ---------------- ---------------- Net cash used in investing activities (8,877) (4,776) ---------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments of short-term debt (2,268) (2,095) Payments of long-term debt (73) - Dividends paid (5,918) (6,659) Proceeds from long-term debt 672 - Proceeds from short-term debt 693 437 Payments to acquire treasury stock (6,933) (5,275) Minority interest in dividends by subsidiaries (447) - Proceeds from exercise of stock options 2,251 1,784 ---------------- ---------------- Net cash used in financing activities (12,023) (11,808) ---------------- ---------------- EFFECTS OF FOREIGN CURRENCY EXCHANGE RATES ON CASH 2,419 902 NET (DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS (26,426) 7,294 CASH AND CASH EQUIVALENTS, as of August 31 114,003 109,091 ---------------- ---------------- CASH AND CASH EQUIVALENTS, as of May 31 $ 87,577 $ 116,385 ================ ================ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the nine months for: Interest, net of capitalized interest $ 700 $ 50 Income taxes $ 18,000 $ 9,200 Noncash financing activities: Tax benefit of stock option exercises $ 500 $ 600
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