-----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, Sq/5pC3f+3LLjwiMWZHuK8n2GiKrkojorCsmDpCH2MKOHS2OVd+JA+Q7r/1laYUa jcz+pI52xq8LwH6jsC1uFw== 0000902277-03-000014.txt : 20031028 0000902277-03-000014.hdr.sgml : 20031028 20031028094335 ACCESSION NUMBER: 0000902277-03-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030831 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031028 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: 03959761 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 dpl8k102003.txt 8K 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): October 28, 2003 (October 28, 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 October 28, 2003. Item 12. Results of Operations and Financial Condition. On October 28, 2003, Delta and Pine Land Company ("D&PL") issued a press release reporting its results of operations and financial condition for the fourth quarter and twelve months ended August 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 workforce reductions at two foreign locations. 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 fourth quarter and twelve month earnings during a conference call to be held October 28, 2003 at 11 a.m. ET/10 a.m. CT. All interested parties are invited to listen to the conference call by dialing 888-270-8028 (International, 706-679-0236), pass code 3307787. Live audio of the conference call will also be accessible at www.vcall.com. Also, refer to D&PL's News and Investor Relations 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: October 28, 2003 /s/ R. D. Greene ----------------------------------- R. D. Greene, Vice President - Finance, Treasurer and Assistant Secretary EX-99 2 ex991003.txt EXHIBIT 99.1 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 For Immediate Release DELTA AND PINE LAND COMPANY REPORTS FOURTH QUARTER AND FISCAL YEAR END 2003 FINANCIAL RESULTS SCOTT, MS, October 28, 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 fourth fiscal quarter and year ended August 31, 2003. Annual Operating Results Net income for the year ended August 31, 2003, was $0.93 per diluted share compared to $0.84 in the prior year, before legal expenses related to the D&PL versus Monsanto/Pharmacia litigation of $0.21 in 2003 ($0.08 in 2002), and special charges in 2003 of $0.02 per diluted share related to two U.S. location shut downs and workforce reductions at two foreign locations. Diluted earnings per share after such expenses and special charges were $0.70 for the year ended August 31, 2003, compared to $0.76 in the prior year. Net sales for the year increased to $281.3 million from $257.8 million in the comparable prior period. This increase was primarily the result of higher sales of stacked gene cottonseed products and higher soybean sales in the U.S. market. Lower international sales and poor weather in the U.S. and Australia negatively affected our 2003 results. The August 2003 USDA acreage report stated that there were approximately 400,000 fewer acres planted with cotton east of Texas in 2003 than in 2002. Operating expenses increased due to higher pension and payroll related costs. Fourth Quarter Results Fourth quarter net loss was $0.18 per diluted share versus last year's fourth quarter net loss of $0.17, before legal expenses related to the D&PL versus Monsanto/Pharmacia litigation of $0.07 in 2003 ($0.04 in 2002). Diluted loss per share after such expenses was $0.25 per share for the current year fourth quarter compared to $0.21 per share in the prior year. Net sales in the fiscal 2003 fourth quarter were a negative $0.8 million due to a reduction in revenue from crop loss and replant claims made during the fourth quarter in excess of domestic and international sales. Net sales for the fiscal 2002 fourth quarter were $2.3 million. Tom Jagodinski, President and CEO said, "Although weather adversely affected not only planted acreage, but also acres ultimately harvested, we were pleased that we had a better year in 2003 than 2002. The successful launch of new products (although somewhat muted by spring rains), a shift by farmers to stacked gene varieties, and increased sales of soybeans all contributed to the 2003 results. We are well positioned for 2004 with the recent increase in cotton fiber prices to levels not seen in years and our strong product pipeline, which will include the launch of at least two new products in 2004 plus additional supplies of two popular varieties launched this year." The following table reconciles net income before unusual items to net income at August 31. Diluted EPS: Three Months Twelve Months ------------ -------------- 2002 2003 2002 2003 ---- ---- ---- ---- Net income before legal expenses related to D&PL versus Monsanto/Pharmacia litigation and special charges (a non-GAAP measure) $ (0.17) $ (0.18) $ 0.84 $ 0.93 Monsanto litigation expenses (0.04) (0.07) (0.08) (0.21) Special charges - - - (0.02) ----------- ----------- ---------- ----------- Net income (a GAAP measure) $ (0.21) $ (0.25) $ 0.76 $ 0.70 =========== =========== ========== ===========
Stock Repurchase Plan For the year ended August 31, 2003, the Company announced it had purchased 310,100 shares of its common stock at an aggregate purchase price of $6.1 million. As of August 31, 2003, D&PL has repurchased a total of 1,303,000 shares at an aggregate price of $23.8 million since adoption of its current $50 million stock buyback plan. The Company will continue to purchase its shares from time to time depending on market conditions and other factors. Quarterly Dividend The Company also announced its Board of Directors had declared a dividend of $0.10 per share for the first quarter of fiscal 2004. The dividend, payable to shareholders of record on November 28, 2003, will be paid on December 12, 2003. 2004 Earnings Outlook The Company also announced it will provide earnings guidance for fiscal year 2004 later this year, once its seed production acres in Texas, Arizona, and California have been harvested and the seed supply outlook becomes clearer. Conference Call D&PL will hold a conference call with the investment community to review this announcement on Tuesday, October 28, 2003, at 11:00 a.m. ET/ 10:00 a.m. CT. The call can be accessed by dialing 888-270-8028 (International, 706-679-0236), pass code: 3307787. 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 12:00 p.m. ET/ 11:00 a.m. CT on Tuesday, October 28th through 3:00 p.m. ET/2:00 p.m. CT on Monday, November 3, 2003, by dialing 800-642-1687 (International, 706-645-9291) and entering the pass code: 3307787. 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) August 31, August 31, 2002 2003 ----------------- ------------------ NET SALES AND LICENSING FEES $ 2,301 $ (796) COST OF SALES 1,728 (779) ----------------- ------------------ GROSS PROFIT 573 (17) OPERATING EXPENSES: Research and development 4,684 4,943 Selling 2,423 2,736 General and administrative 3,543 3,645 ----------------- ------------------ 10,650 11,324 ----------------- ------------------ SPECIAL CHARGES - - ----------------- ------------------ OPERATING LOSS (10,077) (11,341) INTEREST INCOME, net 151 358 OTHER EXPENSE (2,863) (3,298) EQUITY IN NET LOSS OF AFFILIATE (305) (485) MINORITY INTEREST IN LOSS / (EARNINGS) OF SUBSIDIARIES 663 (308) ----------------- ------------------ LOSS BEFORE INCOME TAXES (12,431) (15,074) INCOME TAX BENEFIT (4,416) (5,713) ----------------- ------------------ NET LOSS (8,015) (9,361) DIVIDENDS ON PREFERRED STOCK (54) (107) ----------------- ------------------ NET LOSS APPLICABLE TO COMMON SHARES $ (8,069) $ (9,468) ================= ================== BASIC AND DILUTED NET LOSS PER SHARE $ (0.21) $ (0.25) ================= ================== NUMBER OF SHARES USED IN BASIC AND DILUTED PER SHARE CALCULATIONS 38,267 38,103 ================= ================== DIVIDENDS PER COMMON SHARE $ 0.05 $ 0.10 ================= ================== DELTA AND PINE LAND COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED (in thousands, except per share amounts) (Unaudited) August 31, August 31, 2002 2003 ----------------- ------------------ NET SALES AND LICENSING FEES $ 257,807 $ 281,276 COST OF SALES 165,258 178,983 ----------------- ------------------ GROSS PROFIT 92,549 102,293 OPERATING EXPENSES: Research and development 18,122 18,295 Selling 10,591 10,971 General and administrative 14,006 15,424 ----------------- ------------------ 42,719 44,690 ----------------- ------------------ SPECIAL CHARGES - (962) ----------------- ------------------ OPERATING INCOME 49,830 56,641 INTEREST INCOME, net 1,247 1,100 OTHER EXPENSE (6,468) (12,112) EQUITY IN NET LOSS OF AFFILIATE (305) (1,977) MINORITY INTEREST IN LOSS/ (EARNINGS) OF SUBSIDIARIES 2,729 (1,104) ----------------- ------------------ INCOME BEFORE INCOME TAXES 47,033 42,548 INCOME TAX PROVISION 16,694 14,743 ----------------- ------------------ NET INCOME 30,339 27,805 DIVIDENDS ON PREFERRED STOCK (213) (288) ----------------- ------------------ NET INCOME APPLICABLE TO COMMON SHARES $ 30,126 $ 27,517 ================= ================== NET INCOME APPLICABLE TO COMMON SHARES BEFORE SPECIAL CHARGES $ 30,126 $ 28,146 ================= ================== BASIC EARNINGS PER SHARE: NET INCOME BEFORE SPECIAL CHARGES $ 0.79 $ 0.74 SPECIAL CHARGES, net of tax - (0.02) ----------------- ------------------ NET INCOME $ 0.79 $ 0.72 ================= ================== DILUTED EARNINGS PER SHARE: NET INCOME BEFORE SPECIAL CHARGES $ 0.76 $ 0.72 SPECIAL CHARGES, net of tax - (0.02) ----------------- ------------------ NET INCOME $ 0.76 $ 0.70 ================= ================== NUMBER OF SHARES USED IN BASIC EARNINGS PER SHARE CALCULATIONS 38,362 38,113 ================= ================== NUMBER OF SHARES USED IN DILUTED EARNINGS PER SHARE CALCULATIONS 39,781 39,594 ================= ================== DIVIDENDS PER COMMON SHARE $ 0.20 $ 0.27 ================= ================== DELTA AND PINE LAND COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) (Unaudited) August 31, August 31, 2002 2003 ----------------- ------------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 109,091 $ 143,285 Receivables, net 145,876 166,952 Inventories 40,021 32,231 Prepaid expenses 2,266 2,116 Deferred income taxes 11,214 10,677 ----------------- ------------------ Total current assets 308,468 355,261 PROPERTY, PLANT and EQUIPMENT, net 63,401 64,441 EXCESS OF COST OVER NET ASSETS OF BUSINESS ACQUIRED, net 4,187 4,183 INTANGIBLES, net 4,032 5,470 INVESTMENT IN AFFILIATE 695 328 OTHER ASSETS 2,359 1,869 ----------------- ------------------ Total non-current assets 74,674 76,291 ----------------- ------------------ $ 383,142 $ 431,552 ================= ================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $ 1,763 $ 40 Accounts payable 16,447 17,966 Accrued expenses 143,533 176,150 Income taxes payable 12,381 9,894 ----------------- ------------------ Total current liabilities 174,124 204,050 ----------------- ------------------ LONG-TERM DEBT, less current maturities 1,176 1,557 ----------------- ------------------ DEFERRED INCOME TAXES 3,121 5,220 ----------------- ------------------ MINORITY INTEREST IN SUBSIDIARIES 2,514 3,618 ----------------- ------------------ 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 Common stock, par value $0.10 per share; 100,000,000 shares authorized; 39,311,571 and 39,525,116 shares issued; 38,204,405 and 38,107,850 shares outstanding 3,931 3,953 Capital in excess of par value 51,563 54,850 Retained earnings 172,381 189,610 Accumulated other comprehensive loss (5,939) (5,442) Treasury stock, at cost; 1,107,166 and 1,417,266 shares (19,836) (25,971) ----------------- ------------------ Total stockholders' equity 202,207 217,107 ----------------- ------------------ $ 383,142 $ 431,552 ================= ==================
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWELVE MONTHS ENDED (in thousands) (Unaudited) August 31, August 31, 2002 2003 ------------------ ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 30,339 $ 27,805 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,815 7,759 Noncash items associated with special charges and disposition of assets 910 (34) Equity in net loss of affiliate 305 1,977 Minority interest in net (loss) / income of subsidiaries (2,729) 1,104 Change in deferred income taxes (3,061) 3,315 Changes in assets and liabilities: Receivables 31,198 (20,804) Inventories (4,048) 7,849 Prepaid expenses (21) 144 Intangibles and other assets (115) (133) Accounts payable 1,616 1,473 Accrued expenses (34,443) 30,114 Income taxes payable (2,956) (1,557) ------------------ ----------------- Net cash provided by operating activities 23,810 59,012 ------------------ ----------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (8,384) (8,298) Sale of investments and property 411 79 Investment in affiliate (1,000) (1,610) Purchase of minority interest in subsidiary (4,838) - ------------------ ----------------- Net cash used in investing activities (13,811) (9,829) ------------------ ----------------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments of short-term debt (3,173) (2,109) Payments of long-term debt (73) - Dividends paid (7,881) (10,576) Proceeds from long-term debt 978 - Proceeds from short-term debt 3,044 467 Payments to acquire treasury stock (9,960) (6,135) Minority interest in dividends paid by subsidiaries (446) - Proceeds from exercise of stock options 2,527 2,484 ------------------ ----------------- Net cash used in financing activities (14,984) (15,869) ------------------ ----------------- EFFECTS OF FOREIGN CURRENCY EXCHANGE RATES 73 880 ------------------ ----------------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (4,912) 34,194 CASH AND CASH EQUIVALENTS, beginning of year 114,003 109,091 ------------------ ----------------- CASH AND CASH EQUIVALENTS, end of year $ 109,091 $ 143,285 ================== ================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for: Interest, net of capitalized interest $ 900 $ 60 Income taxes $ 21,100 $ 13,400 Noncash financing activities: Tax benefit of stock option exercises $ 700 $ 800
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