-----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, D3GKq4Y5xPCpbDTEkDdf8bCw16qTDRskUw7aUvcLL0dwt2fExXIVqO8eBlvreS0Q Oo20Pja0gcT8opul7id/jw== 0000902277-06-000021.txt : 20060404 0000902277-06-000021.hdr.sgml : 20060404 20060404094716 ACCESSION NUMBER: 0000902277-06-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060404 DATE AS OF CHANGE: 20060404 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: 06735713 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 a8k0405.txt 8 K 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): April 4, 2006 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 April 4, 2006, Delta and Pine Land Company ("D&PL") issued a press release reporting its results of operations and financial condition for the second quarter ended February 28, 2006. This press release is attached as Exhibit 99.1. Additionally, executive management will discuss D&PL's second quarter during a conference call to be held April 4, 2006 at 11 a.m. ET/10 a.m. CT. All interested parties are invited to listen to the conference call by dialing 800-374-0532 (International, 706-634-0148), pass code 7109872. Live audio of the conference call will also be accessible at www.vcall.com. Also, refer to D&PL's Investor News section in its Media and News 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 April 4, 2006. 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: April 4, 2006 /s/ Kenneth M. Avery -------------------- Kenneth M. Avery, Vice President - Finance, Treasurer and Assistant Secretary EX-99 2 ex99010405.txt 99.1 NEWS Delta and Pine Land Company P.O. Box 157 Scott, Mississippi 38772 __________________________________________________________________________ Contact: Investors Media Tom Jagodinski Jonathan Gasthalter/Cassandra Bujarski Delta and Pine Land Company Citigate Sard Verbinnen 662-742-4518 212-687-8080 DELTA AND PINE LAND COMPANY ANNOUNCES SECOND QUARTER AND SIX-MONTH OPERATING RESULTS Raises 2006 Earnings Guidance to $1.15 to $1.25 Per Share, After Expected Litigation Expenses of $0.10 Per Share USDA Planting Intentions Report Indicates an Increase in Cotton Acreage of 3% Repurchases $15 million of Common Shares Through March 31, 2006 ------------------------------------------------- SCOTT, MS, April 4, 2006 -- Delta and Pine Land Company (NYSE:DLP) ("D&PL" or the "Company"), a leading commercial breeder, producer and marketer of cotton planting seed, today announced results for the second quarter and six-month period ended February 28, 2006. Second Quarter Results Net income for the 2006 second quarter was $0.40 per diluted share, compared to last year's second quarter net income of $0.48 per diluted share. Second quarter earnings include charges of $0.01 per diluted share related to Pharmacia/Monsanto litigation expenses and a benefit of $0.01 per diluted share related to the reversal of the cumulative effect of a change in accounting that was recorded in the first quarter related to stock-based compensation expense. In the prior year second quarter, Pharmacia/Monsanto litigation expenses were $0.02 per diluted share. Revenues were $115.0 million in the 2006 second quarter, compared to $119.9 million recorded in the year-ago quarter. The revenue decrease was primarily attributable to a shift in domestic shipments from the second quarter to the third quarter, offset by increased prices of both seed and technology. Additionally, sales were impacted by higher sales allowances and lower international sales units. Consistent with the U.S., sales volumes in Mexico and Greece were lower primarily due to a shift in product shipments from the second quarter to the third quarter. Earnings were also impacted in the second quarter of 2006 by increased spending on research and development activities related to new technologies, higher professional fees related to litigation (other than the Pharmacia/Monsanto lawsuit), and stock-based compensation costs. Six Month Results After charges of $0.03 per diluted share related to Pharmacia/Monsanto litigation expenses, net income for the 2006 six-month period was $0.14 per diluted share, compared to net income of $0.37 per diluted share for the same period last year. Net income included a reduction of $0.05 per diluted share for Pharmacia/Monsanto litigation expenses in the 2005 six-month period. Revenues for the 2006 six-month period were $124.8 million, compared to $137.3 million in the prior year. Revenues were impacted by a shift in domestic product shipments from the second quarter to the third quarter, offset by increased prices of both seed and technology, higher sales allowances and lower international sales. Sales volumes in South America were impacted by a reduction in the cotton acreage planted in Brazil, which occurred in the first quarter. Sales volumes in Mexico and Greece were lower versus the prior year period, primarily due to a shift in sales from the second quarter to the third quarter. Earnings were also impacted by increased spending on research and development activities related to new technologies, higher professional fees related to litigation (other than the Pharmacia/Monsanto lawsuit), and stock-based compensation costs. Tom Jagodinski, President and Chief Executive Officer, said, "While our second quarter and six-month results are lower than the prior year periods, we continue to be confident in our business outlook. Our business is strong, and, based on an expected increase in cotton acreage, we are raising our 2006 guidance. We believe we have an adequate supply of seed for our key products to meet expected demand. Further, we continue to rapidly develop new elite varieties with new technologies from Monsanto, Syngenta and DuPont and are pleased with the progress to date." Share Repurchase Program From September 1, 2005 through March 31, 2006, D&PL repurchased 650,000 shares at an aggregate purchase price of approximately $15 million under the June 30, 2005, share repurchase program. The Company expects to continue repurchasing shares under this plan over time and through a variety of methods, which generally will include open market purchases. The timing and amount of repurchases under this program will depend on market conditions, legal restrictions and other factors. Increased 2006 Earnings Guidance For the fiscal year 2006, D&PL is raising its earnings guidance to $1.15 to $1.25 per diluted share, after charges of $0.10 per diluted share related to its lawsuit against Pharmacia and Monsanto and has issued third quarter guidance of $1.28 to $1.38 per diluted share. Previously, D&PL expected to report 2006 earnings per diluted share in the range of $1.10 to $1.20, after charges of $0.10 per diluted share related to its lawsuit against Pharmacia and Monsanto. The 2006 guidance takes into consideration additional revenues expected to be derived from higher technology fees from Monsanto's new traits and seed mix changes, partially offset by additional costs related to product development and the launch of new technologies, expenses related to stock-based compensation and sales and marketing expenses. Earnings are significantly affected by planted cotton acreage in the U.S. Based on current market conditions (primarily commodity prices and the cost of inputs), the Company now expects cotton plantings in the U.S. to increase over 2005 plantings of 14.2 million acres by 3%, based on various industry estimates. The Company's updated earnings guidance is based on increased cotton acreage as well as assumptions regarding the maintenance of our market share and product/sales mix targets being met. The USDA issued its Planting Intentions report on March 31, 2006 and has estimated 2006 cotton acreage of 14.6 million acres, a 3% increase, or 439,000 acres, over the prior year. Conference Call D&PL will hold a conference call this morning at 11:00 a.m. EDT/10:00 a.m. CDT to review this announcement. The call can be accessed by dialing 800-374-0532 (International, 706-634-0148) and access code 7109872. 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 noon EDT/ 11:00 a.m. CDT on Tuesday, April 4, 2006 through midnight EDT/ 11:00 p.m. CDT on Tuesday, April 11, 2006 by dialing 800-642-1687 (International, 706-645-9291) and entering the access code 7109872. 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 Web site at http://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 of 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) February 28, February 28, 2006 2005 ----------------- ------------------ NET SALES AND LICENSING FEES $ 114,977 $ 119,859 COST OF SALES 74,145 75,175 ----------------- ------------------ GROSS PROFIT 40,832 44,684 ----------------- ------------------ OPERATING EXPENSES: Research and development 6,182 5,646 Selling 3,917 3,486 General and administrative 7,333 4,905 ----------------- ------------------ 17,432 14,037 ----------------- ------------------ OPERATING INCOME 23,400 30,647 INTEREST INCOME, NET 177 641 OTHER EXPENSE, NET (730) (973) EQUITY IN NET LOSS OF AFFILIATE (780) (648) MINORITY INTEREST IN LOSS (EARNINGS) OF SUBSIDIARIES 131 (9) ----------------- ------------------ INCOME BEFORE INCOME TAXES 22,198 29,658 INCOME TAX EXPENSE (7,680) (10,498) ----------------- ------------------ INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 14,518 19,160 CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX 358 - ----------------- ------------------ NET INCOME 14,876 19,160 DIVIDENDS ON PREFERRED STOCK (160) (128) ----------------- ------------------ NET INCOME APPLICABLE TO COMMON SHARES $ $ 14,716 19,032 ================= ================== BASIC EARNINGS PER SHARE, BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 0.41 $ 0.49 ================= ================== CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX $ 0.01 $ - ================= ================== BASIC EARNINGS PER SHARE $ 0.42 $ 0.49 ================= ================== NUMBER OF SHARES USED IN BASIC EARNINGS PER SHARE CALCULATIONS 35,688 38,763 ================= ================== DILUTED EARNINGS PER SHARE, BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 0.39 $ 0.48 ================= ================== CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX $ 0.01 $ - ================= ================== DILUTED EARNINGS PER SHARE $ 0.40 $ 0.48 ================= ================== NUMBER OF SHARES USED IN DILUTED EARNINGS PER SHARE CALCULATIONS 36,914 40,276 ================= ================== DIVIDENDS PER COMMON SHARE $ 0.15 $ 0.12 ================= ==================
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED (in thousands, except per share amounts) (Unaudited) February 28, February 28, 2006 2005 ----------------- ------------------ NET SALES AND LICENSING FEES $ 124,803 $ 137,313 COST OF SALES 80,809 83,596 ----------------- ------------------ GROSS PROFIT 43,994 53,717 ----------------- ------------------ OPERATING EXPENSES: Research and development 11,786 10,076 Selling 7,316 6,552 General and administrative 13,452 9,444 ----------------- ------------------ 32,554 26,072 ----------------- ------------------ OPERATING INCOME 11,440 27,645 INTEREST INCOME, NET 1,205 1,099 OTHER EXPENSE, NET (1,933) (2,480) EQUITY IN NET LOSS OF AFFILIATE (1,594) (1,386) MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES (701) (2,345) ----------------- ------------------ INCOME BEFORE INCOME TAXES 8,417 22,533 INCOME TAX EXPENSE (3,192) (7,690) ----------------- ------------------ NET INCOME 5,225 14,843 DIVIDENDS ON PREFERRED STOCK (320) (256) ----------------- ------------------ NET INCOME APPLICABLE TO COMMON SHARES $ 4,905 $ 14,587 ================= ================== BASIC EARNINGS PER SHARE $ 0.14 $ 0.38 ================= ================== NUMBER OF SHARES USED IN BASIC EARNINGS PER SHARE CALCULATIONS 35,882 38,653 ================= ================== DILUTED EARNINGS PER SHARE $ 0.14 $ 0.37 ================= ================== NUMBER OF SHARES USED IN DILUTED EARNINGS PER SHARE CALCULATIONS 37,145 40,124 ================= ================== DIVIDENDS PER COMMON SHARE $ 0.30 $ 0.24 ================= ==================
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) (Unaudited) February 28, August 31, February 28, 2006 2005 2005 ------------------- ----------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 13,420 $ 93,075 $ 110,632 Receivables, net 138,193 228,800 139,330 Inventories 69,389 26,625 56,861 Prepaid expenses 1,657 1,874 2,038 Deferred income taxes 6,047 6,305 6,725 ------------------- ----------------- ----------------- Total current assets 228,706 356,679 315,586 PROPERTY, PLANT AND EQUIPMENT, NET 61,507 60,158 62,005 EXCESS OF COST OVER NET ASSETS OF BUSINESSES ACQUIRED 4,183 4,183 4,183 INTANGIBLES, net 8,459 5,960 5,757 OTHER ASSETS 1,214 1,446 1,545 DEFERRED INCOME TAXES 11,238 10,758 9,685 ------------------- ----------------- ----------------- TOTAL ASSETS $ 315,307 $ 439,184 $ 398,761 =================== ================= ================= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES : Notes payable and current maturities of long-term debt $ 8,448 $ 10,078 $ 11,405 Accounts payable 21,776 18,218 19,466 Accrued expenses 120,814 221,824 108,508 Income taxes payable 8,872 12,893 10,712 ------------------- ----------------- ----------------- Total current liabilities 159,910 263,013 150,091 ------------------- ----------------- ----------------- LONG-TERM DEBT 3,471 7,271 11,109 ------------------- ----------------- ----------------- MINORITY INTEREST IN SUBSIDIARIES 5,577 4,877 6,572 ------------------- ----------------- ----------------- 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; 501,989, 456,989, 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 107 107 107 Common stock, par value $0.10 per share; 100,000,000 shares authorized; 40,965,695, 40,928,929 and 40,788,040 shares issued; 35,495,589, 36,099,823 and 39,120,574 shares outstanding 4,097 4,093 4,079 Capital in excess of par value 83,989 81,640 78,340 Retained earnings 193,933 199,742 182,071 Accumulated other comprehensive loss (3,440) (4,305) (1,889) Treasury stock, at cost; 5,470,106, 4,829,106 and 1,667,466 shares (132,337) (117,254) (31,719) ------------------- ----------------- ----------------- TOTAL STOCKHOLDERS' EQUITY 146,349 164,023 230,989 ------------------- ----------------- ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 315,307 $ 439,184 $ 398,761 =================== ================= =================
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED (in thousands) (Unaudited) February 28, February 28, 2006 2005 ------------------ ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 5,225 $ 14,843 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 4,358 4,265 Loss (gain) on sale of assets 59 (323) Equity in net loss of affiliate 1,594 1,386 Foreign exchange loss (gain) 33 (219) Accretion of debt discount 227 389 Minority interest in earnings of subsidiaries 701 2,345 Stock-based compensation expense 1,641 - Change in deferred income taxes (229) 974 Changes in assets and liabilities: Receivables 90,695 45,851 Inventories (42,340) (26,260) Prepaid expenses 226 (118) Intangibles and other assets (52) (370) Accounts payable 3,374 (4,591) Accrued expenses (101,331) (79,431) Income taxes (4,070) 3,987 ------------------ ----------------- Net cash used in operating activities (39,889) (37,272) ------------------ ----------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (5,336) (3,561) Sale of investments and property 23 388 Acquisition of Vikki's Agrotech Pvt. Ltd. (2,620) - Investment in affiliate (1,525) (1,550) ------------------ ----------------- Net cash used in investing activities (9,458) (4,723) ------------------ ----------------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments of short-term debt (5,925) - Dividends paid (11,034) (9,580) Proceeds from short-term debt 266 Minority interest in dividends paid by subsidiary - (359) Payments to acquire treasury stock (15,083) - Proceeds from exercise of stock options 712 11,855 ------------------ ----------------- Net cash (used in) provided by financing activities (31,064) 1,916 ------------------ ----------------- EFFECTS OF FOREIGN CURRENCY EXCHANGE RATES 756 1,124 NET DECREASE IN CASH AND CASH EQUIVALENTS (79,655) (38,955) CASH AND CASH EQUIVALENTS, August 31 93,075 149,587 ------------------ ----------------- CASH AND CASH EQUIVALENTS, February 28 $ 13,420 $ 110,632 ================== ================= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the six months for: Interest, net of capitalized interest $ - $ - Income taxes paid $ 6,859 $ 1,645 Non-cash financing activities: Tax benefit of stock option exercises $ 708 $ 2,298
-----END PRIVACY-ENHANCED MESSAGE-----