-----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, GSF/HnvU+XM6RZCWxF0i7OOzMgpju061uhTZokWxZ6d9Ra41KhWupHSO5b0wrE99 Q/Mjbs2/2Y1/Q5IoMde4lg== 0000902277-04-000061.txt : 20041026 0000902277-04-000061.hdr.sgml : 20041026 20041026122212 ACCESSION NUMBER: 0000902277-04-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041026 DATE AS OF CHANGE: 20041026 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: 041095884 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 dpl8k102604.txt 8 K 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 26, 2004 (October 26, 2004) 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 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. On October 26, 2004, Delta and Pine Land Company ("D&PL") issued a press release reporting its results of operations and financial condition for the fourth quarter and fiscal year ended August 31, 2004. This press release is attached as Exhibit 99.1. Additionally, executive management will discuss D&PL's fourth quarter and fiscal 2004 earnings during a conference call to be held October 26, 2004 at 2 p.m. ET/1 p.m. CT. All interested parties are invited to listen to the conference call by dialing 800-374-0532 (International, 706-634-0148), pass code 1709844. 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. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release dated October 26, 2004. 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 26, 2004 /s/ R. D. Greene ------------------------------------------- R. D. Greene, Vice President - Finance, Treasurer and Assistant Secretary EX-99 2 ex991102604.txt EXHIBIT 99.1 1 NEWS Delta and Pine Land Company P.O. Box 157 Scott, Mississippi 38772 - -------------------------------------------------------------------------------- Contact: Investors Media Tom Jagodinski Jonathan Gasthalter/Amy Cohen Delta and Pine Land Company Citigate Sard Verbinnen (662) 742-4518 (212) 687-8080 DELTA AND PINE LAND COMPANY REPORTS FOURTH QUARTER AND FISCAL YEAR END 2004 FINANCIAL RESULTS o Reports Record Sales of $314.9 Million o Results Affected by Previously Announced Technology Acquisition o Announces Quarterly Dividend of $0.12 Per Share SCOTT, MS, October 26, 2004 -- 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, 2004. Fourth Quarter Results Net sales in the fiscal 2004 fourth quarter were $27.6 million, compared to $2.4 million in the fiscal 2003 fourth quarter. Current year fourth quarter sales benefited from late season cotton and soybean shipments as well as lower technology fee rebates from crop destruct and replant claims than in the prior year quarter. Fiscal 2004 fourth quarter earnings were reduced due to a charge related to the acquisition of licenses from Syngenta, which was announced in August, 2004. After charges of $0.63 per diluted share related to the write-off of acquired in-process research and development ("IPR&D") and related transaction expenses and $0.02 per diluted share related to Pharmacia/Monsanto litigation expenses, net loss for the 2004 fourth quarter was $0.75 per diluted share, compared to last year's fourth quarter net loss of $0.25 per diluted share. In the prior year fourth quarter, Pharmacia/Monsanto litigation expenses were $0.07 per diluted share. Annual Operating Results Net sales for the fiscal 2004 year reached the highest level in the Company's history and were $314.9 million, compared to $284.5 million in the prior year. The increase in sales was primarily due to increased licensing fees from cottonseed sales, resulting in part from higher sales of stacked gene products, as well as lower technology fee rebates in 2004 for crop loss and replant claims. In addition, total international revenues increased approximately 30% over prior year due to stronger sales in Australia, Brazil, South Africa, Mexico and Colombia. Soybean seed sales were also significantly higher during the 2004 fiscal year. Operating expenses, other than those related to the write-off of the acquired IPR&D, increased during the 2004 fiscal year due to higher research and development costs and an increase in professional services fees. After charges of $0.61 per diluted share related to the write-off of acquired IPR&D and related Syngenta transaction expenses and $0.18 per diluted share related to Pharmacia/Monsanto litigation expenses, net income for the year ended August 31, 2004 was $0.13 per diluted share, compared to $0.70 per diluted share in the prior year. In fiscal 2003, expenses associated with the Pharmacia/Monsanto litigation were $0.21 per diluted share. Prior year net income was also impacted by expenses related to two U.S. facility closings and workforce reductions at two foreign locations that reduced earnings per diluted share by $0.02. Tom Jagodinski, President and CEO said, "We are pleased that many of our newer products continued to win wide acceptance by our farmer customers, and are optimistic about our product pipeline, which is the best we have had in years. In addition, we remain focused on new trait development and are incorporating those new traits into our most elite material. Some of the new varieties in the research pipeline outperform the best performing varieties sold today. Unlike 2004, when seed supply constrained sales of some key products, we expect to have ample seed of the most popular new varieties for sale in 2005." Quarterly Dividend The Company announced its Board of Directors had declared a dividend of $0.12 per share for the first quarter of fiscal 2005. The dividend, payable to shareholders of record on November 30, 2004, will be paid on December 14, 2004. Stock Repurchase Plan For the year ended August 31, 2004, the Company purchased 250,200 shares of its common stock at an aggregate purchase price of $5.7 million. The Company will continue to purchase its shares from time to time depending on market conditions and other factors. 2005 Earnings Outlook The Company also announced that it will provide earnings guidance for fiscal year 2005 later this year, once the harvest is complete and 2005 U.S. cotton planting estimates have been made. Conference Call D&PL will hold a conference call with the investment community to review this announcement on Tuesday, October 26, 2004, at 2:00 p.m. ET/ 1:00 p.m. CT. The call can be accessed by dialing 800-374-0532 (International, 706-634-0148), passcode: 1709844. 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 3:00 p.m. ET/ 2:00 p.m. CT on Tuesday, October 26, through midnight on Tuesday, November 2, 2004, by dialing 800-642-1687 (International, 706-645-9291) and entering the pass code: 1709844. 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, 2004 2003 ----------------- ------------------ NET SALES AND LICENSING FEES $ 27,631 $ 2,415 COST OF SALES 21,151 2,742 ----------------- ------------------ GROSS PROFIT (LOSS) 6,480 (327) ----------------- ------------------ OPERATING EXPENSES: Research and development 4,838 4,633 Selling 2,512 2,736 General and administrative 5,746 3,263 In-process research and development and related transaction costs 38,532 - ----------------- ------------------ 51,628 10,632 ----------------- ------------------ OPERATING LOSS (45,148) (10,959) INTEREST INCOME, NET 561 358 OTHER EXPENSE, NET (545) (3,680) EQUITY IN NET LOSS OF AFFILIATE (784) (485) MINORITY INTEREST IN LOSS (EARNINGS) OF SUBSIDIARIES 77 (308) ----------------- ------------------ LOSS BEFORE INCOME TAXES (45,839) (15,074) INCOME TAX BENEFIT (17,261) (5,713) ----------------- ------------------ NET LOSS (28,578) (9,361) DIVIDENDS ON PREFERRED STOCK (128) (107) ----------------- ------------------ NET LOSS APPLICABLE TO COMMON SHARES $ (28,706) $ (9,468) ================= ================== BASIC AND DILUTED NET LOSS PER SHARE $ (0.75) $ (0.25) ================= ================== NUMBER OF SHARES USED IN BASIC AND DILUTED NET LOSS PER SHARE CALCULATIONS 38,451 38,103 ================= ================== DIVIDENDS PER COMMON SHARE $ 0.12 $ 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 2004 2003 ----------------- ------------------ NET SALES AND LICENSING FEES $ 314,871 $ 284,487 COST OF SALES 205,863 183,820 ----------------- ------------------ GROSS PROFIT 109,008 100,667 ----------------- ------------------ OPERATING EXPENSES: Research and development 18,436 16,669 Selling 11,693 10,971 General and administrative 18,787 15,358 Special charges - 962 In-process research and development and related transaction costs 38,532 - ----------------- ------------------ 87,448 43,960 ----------------- ------------------ OPERATING INCOME 21,560 56,707 INTEREST INCOME, NET 1,522 1,100 OTHER EXPENSE, NET (10,518) (12,178) EQUITY IN NET LOSS OF AFFILIATE (3,551) (1,977) MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES (2,303) (1,104) ----------------- ------------------ INCOME BEFORE INCOME TAXES 6,710 42,548 INCOME TAX EXPENSE 1,394 14,743 ----------------- ------------------ NET INCOME 5,316 27,805 DIVIDENDS ON PREFERRED STOCK (491) (288) ----------------- ------------------ NET INCOME APPLICABLE TO COMMON SHARES $ 4,825 $ 27,517 ================= ================== BASIC NET EARNINGS PER SHARE $ 0.13 $ 0.72 ================= ================== NUMBER OF SHARES USED IN BASIC EARNINGS PER SHARE CALCULATIONS 38,250 38,113 ================= ================== DILUTED NET EARNINGS PER SHARE $ 0.13 $ 0.70 ================= ================== NUMBER OF SHARES USED IN DILUTED EARNINGS PER SHARE CALCULATIONS 39,670 39,594 ================= ================== DIVIDENDS PER COMMON SHARE $ 0.46 $ 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, 2004 2003 ------------------ ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 149,587 $ 143,285 Receivables, net 184,759 166,952 Inventories 30,151 32,231 Prepaid expenses 1,923 2,116 Deferred income taxes 9,055 10,677 ------------------ ----------------- Total current assets 375,475 355,261 PROPERTY, PLANT AND EQUIPMENT, NET 61,988 64,441 EXCESS OF COST OVER NET ASSETS OF BUSINESSES ACQUIRED 4,183 4,183 INTANGIBLES, net 5,471 5,470 INVESTMENT IN AFFILIATE - 328 OTHER ASSETS 1,594 1,869 DEFFERED INCOME TAXES 8,312 - ------------------ ----------------- TOTAL ASSETS $ 457,023 $ 431,552 ================== ================= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES : Notes payable $ 5,639 $ 40 Accounts payable 23,784 17,966 Accrued expenses 187,890 176,150 Income taxes payable 8,912 9,894 ------------------ ----------------- Total current liabilities 226,225 204,050 ------------------ ----------------- LONG-TERM DEBT 16,486 1,557 ------------------ ----------------- DEFERRED INCOME TAXES - 5,220 ------------------ ----------------- MINORITY INTEREST IN SUBSIDIARIES 4,586 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.l0 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; 40,162,820 and 39,525,116 shares issued; 38,495,354 and 38,107,850 shares outstanding 4,016 3,953 Capital in excess of par value 64,250 54,850 Retained earnings 176,808 189,610 Accumulated other comprehensive loss (3,736) (5,442) Treasury stock, at cost; 1,667,466 and 1,417,266 shares (31,719) (25,971) ------------------ ----------------- TOTAL STOCKHOLDERS' EQUITY 209,726 217,107 ------------------ ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 457,023 $ 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, 2004 2003 ------------------ ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 5,316 $ 27,805 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 8,364 7,759 Loss (gain) on sale of assets 189 (34) Noncash component of in-process research and development 22,125 - Equity in net loss of affiliate 3,551 1,977 Foreign exchange loss (gain) 124 (748) Minority interest in earnings of subsidiaries 2,303 1,104 Change in deferred taxes (12,294) 3,315 Changes in assets and liabilities: Receivables (17,693) (20,804) Inventories 1,921 7,849 Prepaid expenses 178 144 Intangibles and other assets (95) (133) Accounts payable 5,571 2,241 Accrued expenses 12,438 30,114 Income taxes 3,788 (1,557) ------------------ ----------------- Net cash provided by operating activities 35,786 59,032 ------------------ ----------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (6,049) (8,298) Sale of investments and property 161 79 Investment in affiliate (2,630) (1,610) ------------------ ----------------- Net cash used in investing activities (8,518) (9,829) ------------------ ----------------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments of short-term debt (277) (2,109) Payments of long-term debt (1,607) - Dividends paid (18,118) (10,576) Proceeds from short-term debt 245 467 Minority interest in dividends paid by subsidiary (1,336) - Payments to acquire treasury stock (5,748) (6,135) Proceeds from exercise of stock options 6,004 2,484 ------------------ ----------------- Net cash used in financing activities (20,837) (15,869) ------------------ ----------------- EFFECTS OF FOREIGN CURRENCY EXCHANGE RATES (129) 860 NET INCREASE IN CASH AND CASH EQUIVALENTS 6,302 34,194 CASH AND CASH EQUIVALENTS, beginning of year 143,285 109,091 ------------------ ----------------- CASH AND CASH EQUIVALENTS, end of year $ 149,587 $ 143,285 ================== ================= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the twelve months for: Interest, net of capitalized interest $ 10 $ 60 Income taxes $ 8,900 $ 13,400 Noncash financing activities: Tax benefit of stock option exercises $ 3,500 $ 800
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