UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2006
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____to ______
Commission File Number: 000-21788
Exact name of registrant as specified in its charter:
DELTA AND PINE LAND COMPANY
State of Incorporation: Delaware
I.R.S. Employer Identification Number: 62-1040440
Address of Principal Executive Offices (including zip code):
One Cotton Row, Scott, Mississippi 38772
Registrant's telephone number, including area code:
(662) 742-4000
Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES (x) NO ( )
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
One) Large Accelerated Filer (x) Accelerated Filer ( ) Non-Accelerated Filer ( )
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES ( ) NO (x)
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $0.10 Par Value, 36,526,871 shares outstanding as of December 31,
2006.
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets - November 30, 2006,
August 31, 2006, and November 30, 2005 3
Consolidated Statements of Operations - Three Months
Ended November 30, 2006 and November 30, 2005 4
Consolidated Statements of Cash Flows - Three Months
Ended November 30, 2006 and November 30, 2005 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Item 4. Controls and Procedures 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 1A. Risk Factors 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
Item 3. Defaults Upon Senior Securities 23
Item 4. Submission of Matters to a Vote of Security Holders 23
Item 5. Other Information 23
Item 6. Exhibits 23
Signatures 24
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(Unaudited)
November 30, August 31, November 30,
2006 2006 2005
------------------ ----------------- -----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 65,453 $ 69,691 $ 61,148
Marketable securities - 27,600 -
Receivables, net 13,319 270,354 13,596
Inventories 64,092 31,600 66,222
Prepaid expenses 1,432 2,173 1,503
Deferred income taxes 7,902 7,849 6,372
------------------ ----------------- -----------------
Total current assets 152,198 409,267 148,841
PROPERTY, PLANT AND EQUIPMENT, NET 60,544 61,066 60,409
EXCESS OF COST OVER NET ASSETS OF
BUSINESSES ACQUIRED 4,183 4,183 4,183
INTANGIBLES, NET 8,309 8,276 5,999
OTHER ASSETS 1,094 1,079 1,562
DEFERRED INCOME TAXES 21,801 22,383 10,366
------------------ ----------------- -----------------
TOTAL ASSETS $ 248,129 $ 506,254 $ 231,360
================== ================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES :
Notes payable and current maturities of long-term debt $ 3,320 $ 6,428 $ 8,300
Accounts payable 21,409 28,866 25,767
Accrued expenses 50,350 275,643 39,135
Income taxes payable 4,953 14,179 3,898
------------------ ----------------- -----------------
Total current liabilities 80,032 325,116 77,100
------------------ ----------------- -----------------
LONG-TERM DEBT - 1,455 3,363
------------------ ----------------- -----------------
MINORITY INTEREST IN SUBSIDIARIES 6,233 5,027 5,709
------------------ ----------------- -----------------
COMMITMENTS AND CONTINGENCIES (Note 10 )
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, 501,989
and 501,989 shares authorized; no shares issued or
outstanding; - - -
Series M Convertible Non-Voting Preferred, par value $0.l0 per
share; 107 107 107
1,066,667 shares authorized, issued and outstanding
Common stock, par value $0.10 per share; 100,000,000 shares authorized;
42,110,900, 42,053,167 and 40,944,440 shares issued;
36,473,176, 36,415,567 and 35,900,334 shares outstanding 4,211 4,205 4,094
Capital in excess of par value 114,380 112,099 82,694
Retained earnings 182,010 197,750 184,748
Accumulated other comprehensive loss (1,823) (2,489) (4,060)
Treasury stock, at cost; 5,637,724, 5,637,600 and 5,044,106 shares (137,021) (137,016) (122,395)
------------------ ----------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 161,864 174,656 145,188
------------------ ----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 248,129 $ 506,254 $ 231,360
================== ================= =================
The accompanying notes are an integral part of these financial statements.
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
(in thousands, except per share amounts)
(Unaudited)
November 30, November 30,
2006 2005
----------------- ------------------
NET SALES AND LICENSING FEES $ 14,255 $ 9,825
COST OF SALES 8,735 6,663
----------------- ------------------
GROSS PROFIT 5,520 3,162
----------------- ------------------
OPERATING EXPENSES:
Research and development 6,158 5,641
Selling 3,765 3,406
General and administrative 6,054 6,227
----------------- ------------------
Total operating expenses 15,977 15,274
----------------- ------------------
OPERATING LOSS (10,457) (12,112)
INTEREST INCOME, NET 1,570 1,028
OTHER EXPENSE, NET (4,419) (1,203)
EQUITY IN NET LOSS OF AFFILIATE (541) (814)
MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES (1,672) (832)
----------------- ------------------
LOSS BEFORE INCOME TAXES (15,519) (13,933)
INCOME TAX BENEFIT 6,161 4,488
----------------- ------------------
NET LOSS (9,358) (9,445)
DIVIDENDS ON PREFERRED STOCK (181) (160)
----------------- ------------------
NET LOSS APPLICABLE TO COMMON SHARES $ (9,539) $ (9,605)
================= ==================
BASIC AND DILUTED NET LOSS PER SHARE $ (0.26) $ (0.27)
================= ==================
NUMBER OF SHARES USED IN BASIC AND DILUTED NET LOSS PER SHARE
CALCULATIONS 36,451 36,074
================= ==================
DIVIDENDS PER COMMON SHARE $ 0.17 $ 0.15
================= ==================
The accompanying notes are an integral part of these financial statements.
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
(in thousands)
(Unaudited)
November 30, November 30,
2006 2005
------------------ -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (9,358) $ (9,445)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 2,455 2,155
(Gain) loss on sale of assets (20) 28
Excess tax benefits from stock-based compensation arrangements (367) -
Equity in net loss of affiliate 541 814
Foreign exchange gain (24) (183)
Accretion of debt discount 36 113
Minority interest in earnings of subsidiaries 1,672 832
Stock-based compensation expense 677 812
Change in deferred income taxes 536 320
Changes in assets and liabilities:
Receivables 257,004 215,141
Inventories (31,998) (39,469)
Prepaid expenses 742 373
Intangibles and other assets (123) (242)
Accounts payable (7,510) 7,410
Accrued expenses (225,237) (182,843)
Income taxes payable (9,222) (8,990)
------------------ -----------------
Net cash used in operating activities (20,196) (13,174)
------------------ -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of marketable securities 27,600 -
Purchases of property and equipment (1,625) (2,350)
Sales of investments and property 45 23
Investment in affiliate (600) (700)
------------------ -----------------
Net cash provided by (used in) investing activities 25,420 (3,027)
------------------ -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of short-term debt (4,604) (5,800)
Dividends paid (6,382) (5,549)
Payments to acquire treasury stock - (5,141)
Minority interest in dividends paid by subsidiaries (467) -
Cash settlement of employee stock awards (5) -
Proceeds from exercise of stock options 1,611 231
Excess tax benefits from stock-based compensation arrangements 367 -
------------------ -----------------
Net cash used in financing activities (9,480) (16,259)
------------------ -----------------
EFFECTS OF FOREIGN CURRENCY EXCHANGE RATES 18 533
NET DECREASE IN CASH AND CASH EQUIVALENTS (4,238) (31,927)
CASH AND CASH EQUIVALENTS, August 31 69,691 93,075
------------------ -----------------
CASH AND CASH EQUIVALENTS, November 30 $ 65,453 $ 61,148
================== =================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the three months for:
Income taxes $ 2,232 $ 3,437
The accompanying notes are an integral part of these financial statements.
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
(GAAP) for interim financial information and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
the fair presentation of the consolidated financial statements have been
included. The business of Delta and Pine Land Company and its subsidiaries
("D&PL"; or the "Company") is seasonal in nature; thus, the results of
operations for the three month periods ended November 30, 2006 and 2005 are not
necessarily indicative of the results to be expected for the full year. D&PL's
investment in its 50%-owned affiliate DeltaMax Cotton, LLC ("DeltaMax") is
accounted for using the equity method. For further information, reference should
be made to the consolidated financial statements and footnotes thereto included
in D&PL's Annual Report to Stockholders on Form 10-K for the year ended August
31, 2006.
Merger with Monsanto Company
On August 14, 2006, D&PL entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Monsanto and its wholly-owned subsidiary, Monsanto Sub,
Inc., pursuant to which Monsanto Sub, Inc. will be merged with and into D&PL and
D&PL will become a wholly-owned subsidiary of Monsanto.
Under the terms of the Merger Agreement, upon consummation of the merger, each
outstanding share of D&PL common and preferred stock (except shares held by D&PL
or by Monsanto and its subsidiaries) will be converted into a right to receive
$42.00 per share in cash, without interest, provided that stockholders who so
elect have the right to seek payment of the appraised value of their shares
under Section 262 of the Delaware General Corporation Law.
The Merger Agreement was approved by D&PL's stockholders on December 21, 2006 at
the special shareholders meeting.
The closing of the merger is subject to the expiration of the waiting periods
under the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976 (the "H-S-R
Act"). On September 27, 2006, the United States Department of Justice, Antitrust
Division (the "USDOJ"), requested additional information and documents from
Monsanto and D&PL under the H-S-R Act (the "Second Request"). This Second
Request extends the waiting period under the H-S-R Act during which the parties
are prohibited from closing the merger until 30 days after both parties
substantially comply with the Second Request, unless the waiting period is
terminated earlier by the USDOJ or is extended with D&PL's and Monsanto's
consent.
Pursuant to the Merger Agreement, D&PL agreed that, until the merger is
consummated or the Merger Agreement is earlier terminated (except as otherwise
expressly permitted by the terms of the Merger Agreement), it will, and it will
cause its subsidiaries to, (i) carry on its business in the ordinary course,
(ii) use reasonable best efforts to preserve intact its current business
organization and goodwill, (iii) keep available the services of its current
officers and employees, and (iv) preserve its relationships with suppliers,
distributors, customers and others.
The Company incurred approximately $4.4 million of expenses related to the
merger in the quarter ended November 30, 2006, including legal and advisory fees
and other incremental costs directly associated with the merger. These expenses
are reported as a component of Other Expense, Net in the Consolidated Statements
of Operations.
Recently Issued Financial Accounting Standards
SFAS 158 - Employers' Accounting for Defined Benefit Pension and Other
Postretirement Benefits, an Amendment of FASB Statements 87, 88, 106 and 132(R).
In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Benefits, an
Amendment of FASB Statements 87, 88, 106, and 132(R)". This statement requires
an employer with a defined benefit pension plan to (1) recognize the funded
status of the benefit plan in its statement of financial position, (2) recognize
as a component of other comprehensive income, net of tax, the gains or losses
and prior service costs or credits that arise during the period but are not
recognized as components of net periodic benefit cost pursuant to FASB Statement
No. 87 or FASB Statement No. 106, (3) measure defined benefit plan assets and
obligations as of the date of the employer's fiscal year-end statement of
financial position, and (4) disclose in the notes to the financial statements
additional information about certain effects on net periodic benefit cost for
the next fiscal year that arise from delayed recognition of the gains or losses,
prior service costs or credits, and transition asset or obligation. Adoption of
SFAS No. 158 is required by the end of the fiscal year ending after December 15,
2006. Therefore, the Company will adopt this standard by August 31, 2007. The
Company is presently evaluating the impact that adopting SFAS 158 will have on
its financial position and results of operations.
FIN 48 - Accounting for Uncertainty in Income Taxes. In July 2006, FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"),
was issued. FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB
Statement No. 109, "Accounting for Income Taxes". FIN 48 requires that the tax
effects of a position be recognized only if it is "more-likely-than-not" to be
sustained based solely on the technical merits as of the reporting date. FIN 48
also requires additional disclosures of unrecognized tax benefits, including a
reconciliation of the beginning and ending balances. FIN 48 is effective for
fiscal years beginning after December 15, 2006. Therefore, the Company expects
to implement FIN 48 beginning on September 1, 2007. The Company is presently
evaluating the impact that adopting FIN 48 will have on its financial position
and results of operations.
SAB 108 - Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements. In September 2006, staff
from the Securities and Exchange Commission issued Staff Accounting Bulletin
108, "Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" ("SAB 108"), which addresses
how the effects of prior-year uncorrected misstatements should be considered
when quantifying misstatements in current-year financial statements. SAB 108
requires companies to quantify misstatements using both the balance sheet and
income statement approaches and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB 108 is effective for fiscal years ending on or after
November 15, 2006. The Company is still evaluating the impact that adoption of
this standard will have on its financial position and results of operations.
2. COMPREHENSIVE LOSS
Total comprehensive loss for the three months ended November 30, 2006 and 2005,
was (in thousands):
Three Months Ended
-------------------------------------
November 30, November 30,
2006 2005
----------------- ------------------
Net loss $ (9,358) $ (9,445)
Other comprehensive (loss) income:
Foreign currency translation (losses) gains
(195) 449
Net realized and unrealized gains (losses) on
hedging instruments 471 (204)
Income tax benefit related to other
comprehensive (loss) income (110) (79)
----------------- ------------------
Other comprehensive income, net of tax 166 166
----------------- ------------------
Total comprehensive loss $ (9,192) $ (9,279)
================= ==================
3. SEGMENT DISCLOSURES
D&PL is in a single line of business and operates in two business segments,
domestic and international. D&PL's reportable segments offer similar products;
however, the business units are managed separately due to the geographic
dispersion of their operations. D&PL breeds, produces, conditions and markets
proprietary varieties of cotton and soybean planting seed in the United States.
The international segment offers cottonseed in several foreign countries through
both export sales and in-country operations. D&PL develops its proprietary seed
products through research and development efforts in the United States and
certain foreign countries.
D&PL's chief operating decision maker utilizes revenue information in assessing
performance and making overall operating decisions and resource allocations.
Profit and loss information is reported by segment to the chief operating
decision maker and D&PL's Board of Directors. The accounting policies of the
segments are substantially the same as those described in the summary of
significant accounting policies in D&PL's Annual Report to Stockholders on Form
10-K filed for the year ended August 31, 2006.
Information about D&PL's segments for the three month periods ended November 30,
2006 and 2005 is as follows (in thousands):
Three Months Ended
------------------------------------
November 30, November 30,
2006 2005
----------------- -----------------
Net sales and licensing fees (by segment)
Domestic $ 216 $ 397
International 14,039 9,428
----------------- -----------------
$ 14,255 $ 9,825
================= =================
Net sales and licensing fees
Cottonseed $ 13,473 $ 9,069
Soybean seed 17 (22)
Other 765 778
----------------- -----------------
$ 14,255 $ 9,825
================= =================
Operating loss
Domestic $ (12,899) $ (12,990)
International 2,442 878
----------------- -----------------
$ (10,457) $ (12,112)
================= =================
4. STOCK-BASED COMPENSATION PLANS
Share-Based Payments. Effective September 1, 2005, the Company adopted SFAS No.
123R utilizing the modified prospective approach. Under the modified prospective
approach, SFAS No. 123R applies to new awards and to awards that were
outstanding on September 1, 2005 and are subsequently modified or cancelled.
Additionally, compensation cost for the portion of awards for which the
requisite service had not been rendered as of September 1, 2005 will be
recognized over the remaining service period using the compensation cost
calculated for pro forma disclosure purposes previously under SFAS No. 123,
"Accounting for Stock-Based Compensation." The Company charged to income
$677,000 of compensation expense for stock options, Restricted Stock and
Restricted Stock Units in the first quarter of 2007, versus $812,000 in the
prior year period.
Options. The Company recognized gross compensation cost associated with all of
its outstanding stock option awards of $337,000, prior to a tax benefit of
$134,000, in the first quarter of 2007, versus $414,000, prior to a tax benefit
of $133,000, in the prior year period. At November 30, 2006, there was
approximately $1.4 million of unrecognized compensation cost related to stock
option awards, net of an anticipated tax benefit of $532,000, which is expected
to be recognized over a weighted-average period of two years, which represents
the remaining employees' service periods. There were approximately 2.3 million
stock options available for grant at November 30, 2006.
The following table represents stock option activity for the quarter ended
November 30, 2006:
Number of Intrinsic
Shares Price Range Value
-------------- -------------------------- --------------
Outstanding at August 31, 2006 2,720,067 $ 16.91 $47.31
Exercised (57,609) 17.85 30.06
-------------- ------------ ----------
Outstanding at November 30, 2006 2,662,458 $ 16.91 $47.31 $ 45,482,000
============== ============ ========== ==============
Exercisable at November 30, 2006 2,393,562 $ 16.91 $47.31 $ 40,819,000
============== ============ ========== ==============
The following table summarizes certain information about outstanding and
exercisable stock options at November 30, 2006:
Options Outstanding Options Exercisable
------------------------------------------------------------------------------- --------------------------------
Weighted Average
Remaining Weighted Weighted
Contractual Life Average Average
Exercise Price Range in Years Exercise Exercise
Number Price Number Price
--------------------- ------------- ------------------- ------------- -------------- -------------
$16.91 - $19.99 1,231,740 4.0 $ 19.08 1,147,466 $ 19.08
$20.00 - $29.99 1,179,888 5.0 $ 26.47 995,266 $ 26.70
$30.00 - $39.99 248,830 4.5 $ 31.62 248,830 $ 31.62
$40.00 - $47.31 2,000 1.4 $ 47.31 2,000 $ 47.31
------------- --------------
2,662,458 4.5 $ 28.55 2,393,562 $ 23.58
============= ==============
Restricted Stock and Restricted Stock Units. In the first quarter of 2007, 54
Restricted Stock Units were granted to directors for dividends on previously
issued Restricted Stock Units, with related compensation cost of approximately
$2,000. Compensation cost was determined based on the market price of the
Company's common stock at the time of award and took into consideration dividend
restrictions and expected forfeitures. Compensation cost will be recognized as
expense ratably over the three-year vesting period.
For the three months ended November 30, 2006, the Company recognized gross
compensation cost associated with all of its Restricted Stock and Restricted
Stock Units awards of approximately $340,000, prior to a tax benefit of
$135,000, versus $398,000, prior to a tax benefit of $128,000, in the prior year
period. At November 30, 2006, there was $2.0 million of unrecognized
compensation cost related to shares of Restricted Stock and Restricted Stock
Units which is expected to be recognized, net of an anticipated tax benefit of
$760,000, over a weighted-average period of two years. There were approximately
1.9 million shares available for grants of Restricted Stock and Restricted Stock
Units at November 30, 2006.
The following represents Restricted Stock and Restricted Stock Units activity
for the quarter ended November 30, 2006:
Restricted Stock Restricted Stock Units
------------------------------------ -----------------------------------------
Weighted Avg. Weighted Avg.
Number of Grant Date Fair Number of Shares Grant Date Fair
Shares Value Value
-------------- ----------------- ------------------ ------------------
Non-vested at August 31, 2006 95,143 $25.09 14,808 $26.32
Granted - - 54 40.63
Vested (124) 22.17 - -
-------------- ------------------
Non-vested at November 30, 2006 95,019 $25.09 14,862 $26.37
============== ==================
5. INVENTORIES
Inventories consisted of the following as of (in thousands):
November 30, August 31, November 30,
2006 2006 2005
------------------ ----------------- -----------------
Finished goods $ 32,317 $ 22,102 $ 31,862
Raw materials 37,661 17,353 38,791
Growing crops 1,418 1,844 1,032
Supplies 1,520 805 1,591
------------------ ----------------- -----------------
72,916 42,104 73,276
Less reserves (8,824) (10,504) (7,054)
------------------ ----------------- -----------------
$ 64,092 $ 31,600 $ 66,222
================== ================= =================
Finished goods and raw material inventory are valued at the lower of average
cost or market. Growing crops are recorded at cost. Elements of cost in
inventories include raw materials, direct production costs, manufacturing
overhead and immaterial general and administrative expenses. Inventory reserves
relate to estimated damaged, obsolete and excess inventory. The provision
recorded for damaged, obsolete and excess inventory for the quarters ended
November 30, 2006 and 2005 was approximately $357,000 and $742,000,
respectively. See Note 9 for a description of hedging activities related to
inventory.
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following as of (in thousands):
November 30, August 31, November 30,
2006 2006 2005
------------------ ----------------- -----------------
Land and improvements $ 6,516 $ 6,501 $ 6,416
Buildings and improvements 45,445 45,282 43,716
Machinery and equipment 68,365 67,635 64,183
Germplasm 7,500 7,500 7,500
Breeder and foundation seed 2,000 2,000 2,000
Construction in progress 3,569 2,974 2,497
------------------ ----------------- -----------------
133,395 131,892 126,312
Less accumulated depreciation (72,851) (70,826) (65,903)
------------------ ----------------- -----------------
$ 60,544 $ 61,066 $ 60,409
================== ================= =================
Depreciation expense during the quarters ended November 30, 2006 and 2005 was
approximately $2.3 million and $2.0 million, respectively.
7. INTANGIBLES
The components of identifiable intangible assets were as follows as of (in
thousands):
November 30, 2006 August 31, 2006 November 30, 2005
----------- --- --------------- -------------- --- ---------------- ------------- -- ----------------
Gross Gross Gross
Carrying Accumulated Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization Amount Amortization
----------- --------------- -------------- ---------------- ------------- ----------------
Trademarks $ 3,182 $ (1,056) $ 3,182 $ (1,037) $ 3,182 $ (977)
Commercialization
agreements 400 (156) 400 (149) 400 (128)
Licenses 3,388 (445) 3,388 (417) 1,100 (220)
Patents 2,432 (259) 2,309 (245) 1,800 (162)
Other 2,120 (1,297) 2,039 (1,194) 2,105 (1,101)
----------- --------------- -------------- ---------------- ------------- ----------------
$11,522 $ (3,213) $ 11,318 $ (3,042) $ 8,587 $ (2,588)
=========== =============== ============== ================ ============= ================
Amortization expense for identifiable intangible assets during the quarters
ended November 30, 2006 and 2005 was approximately $168,000 and $120,000,
respectively. Identifiable intangible asset amortization expense is estimated to
be $391,000 for the remainder of 2007 and $510,000 in each of the fiscal years
from 2008 to 2012.
8. INVESTMENT IN AFFILIATE
D&PL owns a 50% interest in DeltaMax Cotton, LLC, a limited liability company
jointly owned with Verdia, Inc., a subsidiary of DuPont. Established in May
2002, the DeltaMax joint venture was formed to create, develop and commercialize
herbicide tolerant and insect resistant traits for the cottonseed market. D&PL
has licensed from DeltaMax the developed traits for commercialization in both
the U.S. and other cotton-producing countries in the world. For the quarters
ended November 30, 2006 and 2005, D&PL's equity in the net loss of DeltaMax was
approximately $541,000 and $814,000, respectively.
9. DERIVATIVE FINANCIAL INSTRUMENTS
Accumulated other comprehensive loss includes the following pre-tax amounts
related to the Company's soybean hedging program for the three-month periods
ended November 30, 2006 and 2005 (in thousands):
2006 2005
------------------- -------------------
Deferred net (loss) gain, as of August 31 $ (136) $ 224
Net gains (losses) on hedging instruments arising during the
three months 471 (204)
------------------- -------------------
Net change in accumulated other comprehensive gain (loss) 471 (204)
------------------- -------------------
Deferred net gain on derivative instruments included in accumulated
other comprehensive loss at November 30 $ 335 $ 20
=================== ===================
The deferred net gain of $335,000 included in accumulated other comprehensive
loss at November 30, 2006 consists of $320,000 of net realized gains, and
$15,000 of net unrealized gains. The deferred net gain will be recognized in
earnings within the next twelve to eighteen months; however, the actual amount
that will be charged to earnings may vary as a result of changes in market
conditions.
For the three-month periods ended November 30, 2006 and 2005, D&PL recorded no
gains or losses in earnings as a result of hedge ineffectiveness or
discontinuance of cash flow hedges related to soybeans.
10. COMMITMENTS AND CONTINGENCIES
Merger with Monsanto
The August 14, 2006 Merger Agreement signed by D&PL and Monsanto contains
various provisions related to the possible termination of the Merger Agreement
if certain events occur or do not occur, as the case may be. Depending upon the
termination event, one of the following may occur: (i) Monsanto may be required
to pay D&PL a termination payment of $600 million; (ii) the royalty paid to
Monsanto under certain licenses with D&PL may be reduced; or (iii) D&PL may be
required to pay Monsanto a termination payment of $15 million. The termination
events also impact various dispute and litigation issues pending between D&PL
and Monsanto, which are described more fully below in this footnote.
Product Liability Claims
D&PL is named as a defendant in various lawsuits that allege, among other
things, that certain of D&PL's products (including those containing Monsanto's
technology) did not perform as the farmer had anticipated or expected. In some
of these cases, Monsanto and/or the dealer or distributor who sold the seed are
also named as defendants. In all cases where the seed sold contained either or
both of Monsanto's Bollgard and/or Roundup Ready gene technologies, and where
the farmer alleged a failure of one or more of those technologies, D&PL has
tendered the defense of the case to Monsanto and requested indemnity. Pursuant
to the terms of the February 2, 1996 Bollgard Gene License and Seed Services
Agreement (the "Bollgard Agreement") and the February 2, 1996 Roundup Ready Gene
License and Seed Services Agreement (the "Roundup Ready Agreement") (both as
amended December 1999, January 2000, March 2003, and August 2006 and the Roundup
Ready Agreement as additionally amended July 1996), D&PL has a right to be
contractually indemnified by Monsanto against all claims arising out of the
failure of Monsanto's gene technology. Pharmacia remains liable for Monsanto's
performance under these indemnity agreements. Some of the product liability
lawsuits contain varietal claims which are aimed solely at D&PL. D&PL does not
have a right to indemnification from Monsanto for any claims involving varietal
characteristics separate from or in addition to the failure of the Monsanto
technology. D&PL believes that the resolution of these matters will not have a
material adverse impact on the consolidated financial statements. D&PL intends
to vigorously defend itself in these matters.
Other Legal Matters
On December 9, 2003, Bayer BioScience N.V. and Bayer CropScience GmbH
(collectively "Bayer") filed a suit in the Federal Court of Australia alleging
that the importing, exporting, selling and other alleged uses by Deltapine
Australia Pty Ltd., D&PL's wholly-owned Australian subsidiary ("Deltapine
Australia"), of Bollgard II(R) cottonseed infringes Bayer's Australian patent
that claims an alleged invention entitled "Prevention of Bt Resistance
Development." The suit seeks an injunction, damages and other relief against
Deltapine Australia. Deltapine Australia disputes the validity, infringement and
enforceability of Bayer's patent. On April 16, 2004, Deltapine Australia
responded to the suit, denying infringement and asserting affirmative defenses
and cross claims. The suit is in pretrial proceedings. Due to the status of this
matter, management is unable to determine the impact of this matter on the
consolidated financial statements.
On February 17, 2006, D&PL initiated a dispute resolution proceeding under the
1996 Option Agreement and the 2002 Bollgard Gene License on the issue of whether
Monsanto's implementation of a farmer licensing system for the Bollgard gene
technology in Brazil violates D&PL's and its local affiliates' rights to an
exclusive license to develop, produce and sell Bollgard planting seed in Brazil.
On March 27, 2006, D&PL submitted this issue to arbitration before the American
Arbitration Association ("AAA"). As part of this arbitration, D&PL sought to
enjoin Monsanto's implementation of its farmer licensing system and is seeking
damages incurred by D&PL and its affiliates. In July 2006, the Arbitration Panel
conducted a preliminary hearing. The Panel denied a preliminary injunction
without prejudice to granting a permanent injunction upon final hearing. On
August 14, 2006, Monsanto and D&PL entered into a settlement agreement under
which further proceedings in this arbitration are stayed pending the proposed
merger between Monsanto and D&PL and/or a mutually agreed resolution of this
dispute, provided that net technology fees collected under the farmer licensing
system during the period of stay will be divided between Monsanto and its
affiliates and D&PL and its affiliates in a ratio of 56%/44%. MDM Sementes de
Algodao Limitada, D&PL's affiliate in Brazil, sold cotton seed containing
Bollgard gene technology in Brazil in the 2007 sales season.
On June 16, 2006, D&PL submitted to arbitration before the AAA issues involving
D&PL's rights to exclusive rights to Bollgard technology in two additional
Ex-United States countries. Pursuant to settlement agreements entered into on
August 14, 2006, the arbitration with respect to the exclusive licenses in the
two Ex-United States countries and a dispute resolution proceeding involving the
confidentiality provisions of the Bollgard and Roundup Ready Licenses were
stayed pending the merger between Monsanto and D&PL.
The Company is currently investigating the circumstances relating to certain
payments made by certain employees and third party contractors of the foreign
office of a wholly owned subsidiary of the Company. The Company believes that
payments of less than $10,000 per year were made to low-level local officials.
The Company first learned of such payments in 2004 and took corrective actions
to assure that the payments complied with the Foreign Corrupt Practices Act.
Further issues arose with regard to such payments in the course of due diligence
in connection with the Merger with Monsanto.
These payments resulted in inaccuracies in the books and records of the
Company's subsidiary, for which the Company might be subject to liability under
the U.S. Foreign Corrupt Practices Act (FCPA). The Company is also investigating
the extent to which these payments were permissible facilitating payments or
were impermissible payments for which the Company might be subject to liability
under the FCPA. The Company has voluntarily notified the U.S. Department of
Justice and the Securities and Exchange Commission that the Company has
identified and is addressing these matters. There can be no assurance as to what
action, if any, either of these authorities might take with regard to these
matters. Due to the status of this matter, management is unable to determine the
impact of this matter on the consolidated financial statements.
D&PL vs. Monsanto Company and Pharmacia Corporation
On December 20, 1999, Monsanto withdrew its pre-merger notification filed
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("H-S-R
Act") effectively terminating Monsanto's efforts to gain government approval of
the merger of Monsanto with D&PL under the May 8, 1998 Merger Agreement (the
"1998 Merger Agreement"). On December 30, 1999, D&PL filed suit in the First
Judicial District of Bolivar County, Mississippi, seeking, among other things,
the payment of the $81 million termination fee due pursuant to the 1998 Merger
Agreement, compensatory damages and punitive damages. On January 2, 2000, D&PL
and Monsanto reached an agreement whereby D&PL would withdraw the suit, without
prejudice, for the purpose of negotiating a settlement of D&PL's claims, and
Monsanto would immediately pay the $81 million. On January 3, 2000, Monsanto
paid to D&PL the termination fee of $81 million as required by the 1998 Merger
Agreement. On January 18, 2000, after unsuccessful negotiations, D&PL re-filed
its suit, (the "1998 Merger Litigation"). D&PL seeks in excess of $1 billion in
compensatory and $1 billion in punitive damages for breach of the 1998 Merger
Agreement.
On September 12, 2003, Monsanto amended its answer to include four counterclaims
against D&PL. Monsanto is seeking an unspecified amount of damages for its
counterclaims, including the $81 million paid by Monsanto to D&PL as a
termination fee and related expenses. D&PL answered the counterclaims, denying
all liability. On December 21, 2004, Monsanto filed a motion to amend its answer
to withdraw two of its four counterclaims. On February 17, 2005, D&PL filed a
motion with the trial court to amend its complaint to add a claim against
Monsanto for fraudulently inducing D&PL to extend the deadline to complete the
merger with Monsanto. The Mississippi Supreme Court has stayed the proceedings
in this case pending the resolution of two interlocutory appeals filed by D&PL.
Pursuant to the Agreement and Plan of Merger between Monsanto, Monsanto Sub,
Inc. and D&PL, entered into on August 14, 2006 (the "2006 Merger Agreement"),
Monsanto and D&PL have agreed to take steps necessary to stay the 1998 Merger
Litigation for a period of up to twelve months. On August 27, 2006, the
Mississippi Supreme Court entered an Order staying proceedings in the 1998
Merger Litigation through February 27, 2007. The 2006 Merger Agreement provides
the 1998 Merger Litigation will be dismissed with prejudice upon certain
circumstances including (1) completion of the merger, (2) the merger is not
completed by the Outside Date (as defined in the 2006 Merger Agreement) and
certain regulatory approvals have not been obtained, or the completion of the
merger is prevented by a law or order related to anti-trust or completion law,
(3) Monsanto breaches any covenant or agreement in the 2006 Merger Agreement in
a material respect and fails to cure upon notice, or (4) D&PL breaches the
covenants and agreements in the 2006 Merger Agreement in a material respect and
fails to cure upon notice. (In the circumstances described in items (2) and (3),
Monsanto is required to pay D&PL $600 million in cash.) In the following
circumstances, the stay of the 1998 Merger Litigation will terminate and the
parties may then pursue any and all rights in that litigation: (1) D&PL breaches
its representations or warranties under the 2006 Merger Agreement and fails to
cure upon notice, (2) the merger has not been completed by the Outside Date and
there has been a material adverse change with respect to D&PL, or (3) the 2006
Merger Agreement is terminated by agreement of D&PL and Monsanto or for any
reason other than as specified above.
11. EARNINGS PER SHARE
For the quarters ended November 30, 2006 and 2005, common share equivalents were
not included in D&PL's calculation of diluted loss per share because their
inclusion would have been antidilutive since D&PL reported a net loss for each
of the aforementioned quarters. As a result, basic and diluted losses per share
are the same in each respective quarter ended November 30, 2006 and 2005.
For D&PL, items that are considered in the determination of common share
equivalents include the Series M Convertible Non-Voting Preferred shares, stock
options, Restricted Stock and Restricted Stock Units. At November 30, 2006 and
2005, the total of those items was approximately 3.8 million and 3.3 million,
respectively. The computation of common share equivalents is dependent on the
weighted-average market value of D&PL common stock during the period under
consideration, among other things. Therefore, only a portion of these items
would be considered common share equivalents for purposes of the diluted
earnings per share calculation.
12. EMPLOYEE BENEFIT PLANS
Substantially all full-time employees are covered by a noncontributory defined
benefit plan (the "Plan"). Benefits are paid to employees, or their
beneficiaries, upon retirement, death or disability based on their final average
compensation over the highest consecutive five years. D&PL's funding policy is
to make contributions to the Plan that are at least equal to the minimum amounts
required to be funded in accordance with the provisions of ERISA.
Effective January 1992, D&PL adopted a Supplemental Executive Retirement Plan
(the "SERP"), which will pay supplemental pension benefits to certain employees
whose benefits from the Plan were decreased as a result of certain changes made
to the Plan. The benefits from the SERP will be paid in addition to any benefits
the participants may receive under the Plan and will be paid from Company
assets, not Plan assets. For further information about D&PL's employee benefit
plans, reference should be made to Note 11 to the consolidated financial
statements contained in D&PL's Annual Report on Form 10-K for the year ended
August 31, 2006.
The components of net periodic pension expense for D&PL's Plan and SERP follow
as of (in thousands):
Pension SERP
Three Months Ended Three Months Ended
--------------------------------------- ---------------------------------------
November 30, November 30, November 30, November 30,
2006 2005 2006 2005
------------------ ----------------- ------------------ ------------------
Service cost $ 235 $ 273 $ - $ -
Interest cost 328 287 8 8
Expected return on assets (372) (295) (5) (6)
Amortization of prior service cost - 4 - -
Recognized net actuarial loss (gain) 117 180 (12) 14
------------------ ----------------- ------------------ ------------------
Net periodic pension expense (benefit) $ 308 $ 449 $ (9) $ 16
================== ================= ================== ==================
The amount of the minimum pension liability that is recorded as a component of
Accrued Expenses at November 30, 2006 was $4.4 million. As of November 30, 2006,
D&PL had not made any contributions to the Plan for fiscal year 2007.
As of November 30, 2006, no contributions have been made to the SERP for fiscal
year 2007. D&PL presently does not anticipate contributing any amounts to the
SERP in 2007.
13. CREDIT FACILITY
Delta and Pine Land Company and certain of its subsidiaries maintain an
unsecured $75 million credit agreement (the "Credit Agreement") with Bank of
America, N.A. (the "Bank"). The Credit Agreement provides for unsecured
revolving loans up to a maximum aggregate amount outstanding of $75 million,
plus Letters of Credit which were outstanding prior to the execution of the
Credit Agreement in the amount of approximately $2 million. Of the total
commitment, $50 million represents a seasonal commitment available from October
to July of each year. The Credit Agreement is set to expire on July 31, 2007, at
which time all outstanding amounts under the Credit Agreement will be due and
payable, subject to the Company's right to request an additional one-year
extension and the Bank's acceptance of that request.
In general, borrowings under the Credit Agreement bear interest at a rate
calculated according to a Eurodollar rate, plus 0.55%. The Eurodollar rate is
generally the 30-day, 60-day or 90-day LIBOR rate. The Company is also required
to pay an annual fee of 0.125% of the daily-unused portion of the Credit
Agreement. The primary financial covenant requires the Company's funded
indebtedness under the Credit Agreement to not exceed 50% of certain current and
long-term assets, defined in the Credit Agreement and determined as of the last
day of each fiscal quarter.
During the quarter ended November 30, 2006, the Company did not borrow against
the credit facility. As of November 30, 2006, there were no borrowings
outstanding under the Credit Agreement.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
OVERVIEW/OUTLOOK
Research and seed development remains the foundation of our company. During
2006, our cottonseed varieties were planted on approximately 51% of all the
cotton acreage in the U.S. Our farmer customers continue to enjoy the benefits
of high yielding germplasm which incorporates Monsanto's first and second
generation insect traits. During 2007, in addition to our Bollgard II varieties,
we expect to offer as many as nine varieties containing the second generation
Monsanto insect resistant (Bollgard II(R), or "BG II") and herbicide tolerance
traits (Roundup Ready Flex(R), or "RRF") and expect to have enough seed to plant
three million acres containing these traits. Four of these varieties are
single-gene RRF and five varieties contain both the RRF gene technology and BG
II. Additionally, we continue to dedicate resources to the development of the
traits we have licensed from Syngenta and DuPont, which, with respect to
Syngenta, is expected to be launched later this decade, and for DuPont, 2011 and
beyond.
Internationally, we began sales of transgenic cotton varieties in Brazil during
the first quarter of 2007 as well as the introduction of hybrids at our joint
ventures in China. We began selling Bollgard cotton hybrids in India in 2006
and, subject to regulatory approvals, we expect to sell BG II hybrids in India
beginning in 2008.
Consistent with prior years, we are reporting a loss for the first quarter of
2007, as the only sales occurring in the first quarter are from our
international operations in the Southern Hemisphere, primarily Argentina,
Australia, Brazil and South Africa. Domestic sales of our cotton and soybean
seed products will begin late in the second quarter and continue until early in
the fourth quarter. International sales will continue throughout the year. The
first quarter of 2007 loss was slightly lower than that incurred in the first
quarter of the prior year, due primarily to higher international sales volumes
and the introduction of transgenic cotton varieties in Brazil, offset by
expenses incurred in connection with our pending merger with Monsanto and an
increase in operating expenses.
Monsanto Merger
On September 27, 2006, we received a request for additional information from the
USDOJ regarding our pending merger with Monsanto. We are committed to cooperate
with the antitrust authorities to allow a thorough review within the allotted
time frame. Under the terms of the Merger Agreement, the initial period
established for satisfaction of the merger closing conditions was February 14,
2007; however, there is an automatic extension period of six months provided for
in the Merger Agreement, if necessary, to complete the anti-trust review.
Presently, we expect the antitrust review will not be completed by February 14,
2007 and that the extension will be effected in order to allow authorities to
complete their review.
2007 Earnings Guidance
We have increased our prices on many of our conventional and transgenic cotton
product offerings in 2007, due to increased costs, but we expect such increases
to exceed anticipated higher costs. We expect earnings from our International
business to be flat to moderately improved over 2006 due to the introduction of
transgenic cotton varieties in Brazil and sales of cotton hybrids in China
offset by declining results in the profitable Australia market due to poor
growing conditions. While the initial introduction of hybrids in China was well
received, we expect to continue to experience challenges at our joint ventures
in China due to strong local competitive pressures and the Chinese government's
refusal (until recently) to approve our new products.
For the fiscal year 2007, we expect to report earnings per diluted share in the
range of $1.10 to $1.20, after charges of $0.26 per diluted share related to
expenses incurred in connection with our pending merger with Monsanto. The 2007
guidance takes into consideration additional revenues expected to be derived
from seed price increases and seed mix changes, partially offset by additional
costs related to product development and the launch of new technologies from
Monsanto, costs related to the development of DuPont and Syngenta technologies,
expenses related to share-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 expects that U.S. cotton plantings could decrease compared
to 2006 due to increases in corn and soybean acreage. However, because it is too
early to determine the extent and the geographic areas in which planted cotton
acreage could be reduced, the Company's earnings guidance is based on the
assumption that 2007 cotton acreage will be the same as 2006, as well as on
assumptions regarding maintaining our market share and achieving our
product/sales mix targets. For illustrative purposes, for every 500,000 acre
decrease in planted cotton acreage in states east of Texas, the Company
estimates that its earnings per share could be reduced by $0.12 to $0.14 per
diluted share. Presently, industry forecasters estimate that acreage in 2007
could be down as much as ten percent, due to an expected increase in corn and
soybean acres. Once we have enough information to make an informed estimate of
2007 acreage, we will revise guidance as appropriate.
RESULTS OF OPERATIONS
Due to the seasonal nature of our business, we typically incur losses in our
first and fourth quarters because the majority of our domestic sales are made in
our second and third quarters. Sales in the first and fourth quarters are
generally limited to those made to export markets and those made by our non-U.S.
joint ventures and subsidiaries located primarily in the Southern hemisphere.
The following sets forth selected operating data of D&PL (in thousands):
For the Three Months Ended
--------------------------------------
November 30, November 30,
2006 2005
------------------ -----------------
Operating results-
Net sales and licensing fees $ 14,255 $ 9,825
Gross profit 5,520 3,162
Operating expenses 15,977 15,274
Operating loss (10,457) (12,112)
Loss before income tax benefit (15,519) (13,933)
Net loss applicable to common shares (9,539) (9,605)
The following sets forth selected balance sheet data of D&PL at the following
dates (in thousands):
November 30, August 31, November 30,
2006 2006 2005
------------------ ----------------- -----------------
Balance sheet summary-
Current assets $ 152,198 $ 409,267 $ 148,841
Current liabilities 80,032 325,116 77,100
Working capital 72,166 84,151 71,741
Property, plant and equipment, net 60,544 61,066 60,409
Total assets 248,129 506,254 231,360
Outstanding borrowings 3,320 7,883 11,663
Stockholders' equity 161,864 174,656 145,188
Three months ended November 30, 2006, compared to three months ended November
30, 2005:
For the quarter ended November 30, 2006, we reported a net loss of $9.4 million,
which equaled the net loss in the comparable prior-year quarter. International
revenue increases were offset by higher operating expenses and expenses related
to our pending merger with Monsanto.
Net sales and licensing fees increased approximately $4.4 million to $14.3
million and gross profit increased approximately $2.4 million to $5.5 million.
The revenue increase was attributable to international operations, particularly
in South America and China, offset by lower revenues in Australia and South
Africa. South America sales volumes were impacted primarily by the introduction
of transgenic cotton varieties in Brazil as well as an increase in Brazilian
cotton acreage. The introduction of hybrids in China contributed to the
increased sales volumes at our joint ventures. Sales volumes in Australia
continue to be impacted by lower cotton acreage due to drought-imposed water
restrictions and competition. The decrease in South Africa occurred as a result
of lower cotton acreage, due to lower cotton lint prices in relation to other
crops as well as dry weather conditions.
Operating expenses increased approximately $703,000 to $16.0 million in the
first quarter of 2007. This increase was primarily driven by higher compensation
costs, advertising expenses, and increased operating expenses in our
international division as a result of higher sales volumes, offset by lower
professional services fees.
We reported net other expense of approximately $4.4 million for the quarter
ended November 30, 2006, compared to $1.2 million for the same period in the
prior year. The increase of $3.2 million is primarily attributed to $4.4 million
in expenses associated with our proposed merger with Monsanto offset by a $1.2
million reduction in legal costs associated with the Monsanto litigation now
either stayed or settled pending the outcome of the merger.
OFF-BALANCE SHEET ARRANGEMENTS
We do not currently utilize off-balance sheet arrangements.
CONTRACTUAL OBLIGATIONS
As of November 30, 2006, we owed approximately $6.8 million for a portion of our
raw materials that had been received from the 2006 production season. This
amount represents the amount due on seed production delivered that had not yet
been paid. It does not include other amounts that may become due from
contingencies contained in seed production contracts. The amount owed of $6.8
million is included in Current Liabilities in our Consolidated Balance Sheet at
November 30, 2006.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to adopt accounting
policies and make significant judgments and estimates to develop amounts
reflected and disclosed in the financial statements. In many cases, there are
alternative policies or estimation techniques that could be used. We maintain a
thorough process to review the application of our accounting policies and to
evaluate the appropriateness of the many estimates that are required to prepare
our financial statements. However, even under optimal circumstances, estimates
routinely require adjustment based on changing circumstances and the receipt of
new or better information.
Information regarding our "Critical Accounting Policies and Estimates" can be
found in our Annual Report to Stockholders on Form 10-K for the year ended
August 31, 2006. The four critical accounting policies that we believe are
either the most judgmental, or involve the selection or application of
alternative accounting policies, and are material to our financial statements
are those relating to revenue recognition, including accounting for various
incentive programs (crop loss and replant programs), provision for damaged,
obsolete and excess inventory, deferred income taxes and contingent liabilities.
Management has discussed the development and selection of these critical
accounting policies and estimates with the Audit Committee of our Board of
Directors and with our independent registered public accounting firm.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
SFAS 158 - Employers' Accounting for Defined Benefit Pension and Other
Postretirement Benefits, an Amendment of FASB Statements 87, 88, 106 and 132(R).
In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Benefits, an
Amendment of FASB Statements 87, 88, 106, and 132(R)". This statement requires
an employer with a defined benefit pension plan to (1) recognize the funded
status of the benefit plan in its statement of financial position, (2) recognize
as a component of other comprehensive income, net of tax, the gains or losses
and prior service costs or credits that arise during the period but are not
recognized as components of net periodic benefit cost pursuant to FASB Statement
No. 87 or FASB Statement No. 106, (3) measure defined benefit plan assets and
obligations as of the date of the employer's fiscal year-end statement of
financial position, and (4) disclose in the notes to the financial statements
additional information about certain effects on net periodic benefit cost for
the next fiscal year that arise from delayed recognition of the gains or losses,
prior service costs or credits, and transition asset or obligation. Adoption of
SFAS No. 158 is required by the end of the fiscal year ending after December 15,
2006. Therefore, we will adopt this standard by August 31, 2007. We are
presently evaluating the impact that adopting SFAS 158 will have on our
financial position and results of operations.
FIN 48 - Accounting for Uncertainty in Income Taxes. In July 2006, FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"),
was issued. FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB
Statement No. 109, "Accounting for Income Taxes". FIN 48 requires that the tax
effects of a position be recognized only if it is "more-likely-than-not" to be
sustained based solely on the technical merits as of the reporting date. FIN 48
also requires additional disclosures of unrecognized tax benefits, including a
reconciliation of the beginning and ending balances. FIN 48 is effective for
fiscal years beginning after December 15, 2006. Therefore, we expect to
implement FIN 48 beginning on September 1, 2007. We are presently evaluating the
impact that adopting FIN 48 will have on our financial position and results of
operations.
SAB 108 - Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements. In September 2006, staff
from the Securities and Exchange Commission issued Staff Accounting Bulletin
108, "Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" ("SAB 108"), which addresses
how the effects of prior-year uncorrected misstatements should be considered
when quantifying misstatements in current-year financial statements. SAB 108
requires companies to quantify misstatements using both the balance sheet and
income statement approaches and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB 108 is effective for fiscal years ending on or after
November 15, 2006. We are still evaluating the impact that adoption of this
standard will have on our financial position and results of operations.
LIQUIDITY AND CAPITAL RESOURCES
In the United States, we purchase seed from contract growers in our first and
second quarters. Seed conditioning, treating and packaging commence late in our
first quarter and continue through our third quarter. Seasonal cash needs
normally begin to increase in our first quarter and cash needs peak in our third
quarter. Cash is generated and loan repayments, if applicable, normally begin in
the middle of our third quarter and are typically completed by our first quarter
of the following year. In some cases, we offer customers financial incentives to
make early payments. To the extent we attract early payments from customers,
bank borrowings, if any, are reduced.
In the United States, we record revenue and accounts receivable for technology
licensing fees on transgenic seed sales upon shipment, usually in our second and
third fiscal quarters. Receivables from seed sales generally become due in May
and June. The licensing fees are due in September, at which time we receive
payment. We then pay Monsanto its royalty for the Bollgard, Bollgard II, Roundup
Ready and Roundup Ready Flex licensing fees, which is recorded as a component of
cost of sales. As a result of the timing of these events, licensing fees
receivable and royalties' payable peak at our fiscal year end, August 31.
The seasonal nature of our business significantly impacts cash flow and working
capital requirements. Historically, we have maintained credit facilities, and
used early payments by customers and cash from operations to fund working
capital needs. In the past, we have borrowed on a short-term basis to meet
seasonal working capital needs. From 2002 through 2005, we used cash generated
from operations and other available cash to meet working capital needs. In 2006,
we utilized our credit facility to fund working capital needs, in addition to
early payments from customers and cash from operations. We continue to evaluate
potential uses of our cash for purposes other than for working capital needs.
Other potential uses of our cash in the future may be the acquisition of, or
funding of, alternative technologies (such as, or in addition to, DeltaMax and
Syngenta) that could be used to enhance our product portfolio and ultimately our
long-term earnings potential and/or an investment in new markets outside the
United States such as India. The Merger Agreement restricts us from authorizing,
recommending or proposing, or entering into an agreement in principle or an
agreement with respect to any merger, consolidation or business combination
(other than the Monsanto merger) or any acquisition or disposition of any
assets, except that in the case of the acquisition or disposition of assets, the
Merger Agreement does not prevent us and our subsidiaries from:
o acquiring or disposing of assets outside of the ordinary course of
business consistent with past practice so long as the aggregate
amount of those assets to be acquired or disposed of are less than
$10 million; or
o acquiring or disposing of assets in the ordinary course of
business consistent with past practice.
However, the Merger Agreement does prohibit us, without Monsanto's prior written
consent, from purchasing, redeeming, or otherwise acquiring our outstanding
shares, or increasing our quarterly dividend rate above $0.17 per share.
We maintain an unsecured $75 million credit agreement (the "Credit Agreement")
with Bank of America, N.A. (the "Bank"). The Credit Agreement provides for
unsecured revolving loans up to a maximum aggregate amount outstanding of $75
million, plus Letters of Credit which were outstanding prior to the execution of
the Credit Agreement in the amount of approximately $2 million. Of the total
commitment, $50 million represents a seasonal commitment available from October
to July of each year. The Credit Agreement is set to expire on July 31, 2007, at
which time all outstanding amounts under the Credit Agreement will be due and
payable, subject to the Company's right to request an additional one-year
extension and the Bank's acceptance of that request. Additionally, at the option
of the Bank the Credit Agreement can be terminated upon a change in control as
defined in the Credit Agreement.
In general, borrowings under the Credit Agreement bear interest at a rate
calculated according to a Eurodollar rate, plus 0.55%. The Eurodollar rate is
generally the 30-day, 60-day or 90-day LIBOR rate. We are also required to pay
unused fees of 0.125% annually calculated on the daily-unused portion of the
Credit Agreement. The primary financial covenant requires the Company's funded
indebtedness under the Credit Agreement to not exceed 50% of certain current and
long-term assets, defined in the Credit Agreement and determined as of the last
day of each fiscal quarter.
During the quarter ended November 30, 2006, the Company did not borrow under the
Credit Agreement. As of November 30, 2006, there were no amounts outstanding
under the Credit Agreement.
Capital expenditures were $1.6 million and $2.4 million in the three months
ended November 30, 2006 and 2005, respectively. We anticipate that capital
expenditures will approximate $8.0 million to $10.0 million in 2007.
For the three months ended November 30, 2006, aggregate dividends of $6.4
million have been paid on common and preferred shares. The Board of Directors
anticipates that quarterly dividends of $0.17 per share will continue to be paid
in the future; however, the Board of Directors reviews this policy quarterly.
Based on a quarterly dividend of $0.17 per share in 2007, aggregate preferred
and common stock dividends should approximate $25.5 million in 2007. Pursuant to
the Merger Agreement executed with Monsanto, our Board of Directors is precluded
from increasing the quarterly dividend rate above $0.17 per share.
CASH USED FOR SHARE REPURCHASES
Pursuant to the Merger Agreement executed with Monsanto, we are precluded from
future repurchases or issuances of our own shares except our Board of Directors
has authorized the issuance of approximately 155,000 shares of Restricted Stock
or Restricted Stock Units to our directors, officers and key employees in
accordance with the provisions of the 2005 Omnibus Stock Plan. These shares of
Restricted Stock and Restricted Stock Units, if issued, will vest over a three
year period. However, at the effective time of the merger, those shares of
Restricted Stock and Restricted Stock Units will become immediately vested and
will be converted into the right to receive $42.00 per share in cash without
interest and less any applicable withholding tax. If the merger does not close,
these instruments will vest 40% on the first anniversary of their issuance, 30%
on the second anniversary of their issuance and the remaining 30% on the third
anniversary of their issuance.
From September 1, 2006 through November 30, 2006, 124 shares of restricted D&PL
common stock held by an employee were tendered to the Company on the day the
restrictions lapsed (approximate value of $5,000). The employee received cash in
lieu of shares net of applicable income taxes related to the exercise of the
employee's stock award. Pursuant to our stock option and award plans and our
stock repurchase plan, the surrender of these shares is treated as an open
market repurchase for purposes of determining the amount that may be repurchased
under the June 2005 repurchase authorization. Under that plan, we have remaining
authorization of approximately $27.4 million subject to the terms of the Merger
Agreement noted above.
Cash provided from operations, cash on hand, early payments from customers and
borrowings under the credit facility should be sufficient to meet our 2007
working capital needs.
AVAILABILITY OF INFORMATION ON OUR WEBSITE
Additional information (including our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) and 15(d) of the Exchange
Act, and statements of beneficial ownership) is available free of charge at our
website at www.deltaandpine.com under Media & News, as soon as reasonably
practicable after we electronically file such material with or furnish such
material to the Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have exposure relative to fluctuations in the price of soybean raw material
inventory, foreign currency fluctuations and interest rate changes. For more
information about market risk and how we manage specific risk exposures, see
Notes 1 and 15 to our consolidated financial statements contained in our Annual
Report on Form 10-K for the year ended August 31, 2006. Also see Note 9 of the
Notes to Consolidated Financial Statements in Item 1 of this Quarterly Report on
Form 10-Q for further details about our exposure to market risk.
The fair value of derivative commodity instruments outstanding as of November
30, 2006, was $15,000. A 10% adverse change in the underlying commodity prices
upon which these contracts are based would result in a $129,000 loss in future
earnings (not including the gain on the underlying commodities).
Our earnings are also affected by fluctuations in the value of the U.S. dollar
compared to foreign currencies as a result of transactions in foreign markets.
We conduct non-U.S. operations through subsidiaries and joint ventures in,
primarily, Argentina, Australia, Brazil, China, South Africa and Turkey. At
November 30, 2006, the result of a uniform 10% change in the value of the dollar
relative to the currencies in which our transactions are denominated would not
cause a material impact on net earnings.
For the three months ended November 30, 2006, a 10% adverse change in the
interest rate that we earned on our cash that we invested would not have
resulted in a material change to our net interest income or cash flow.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
D&PL's chief executive officer and chief financial officer have evaluated the
effectiveness of the design and operation of D&PL's disclosure controls and
procedures (as defined in Exchange Act Rule 13a-15(e)) as of November 30, 2006.
Based on that evaluation, the chief executive officer and chief financial
officer have concluded that D&PL's disclosure controls and procedures are
effective to ensure that material information relating to D&PL and D&PL's
consolidated subsidiaries is made known to such officers by others within these
entities in order to allow timely decisions regarding required disclosure.
(b) Changes in Internal Controls.
There have not been any changes in D&PL's internal control over financial
reporting or in other factors that have materially affected, or are reasonably
likely to materially affect, D&PL's internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
A complete discussion of all known pending litigation in which D&PL is named as
a defendant and a description of other legal matters can be found in Part I,
Item 3, of D&PL's Annual Report on Form 10-K for the year ended August 31, 2006.
The following discussion only relates to changes in the status of items reported
in that Annual Report on Form 10-K, or new items that have come to the Company's
attention since that time.
Regarding two lawsuits filed in the Circuit Court of Holmes County, Mississippi,
motions are now pending in the August 19, 2002 case identical to those filed in
the March 14, 2002 case and are scheduled to be heard in January 2007. Neither
of these lawsuits alleges that the Monsanto gene technology failed, and
accordingly, it does not appear that D&PL has a claim for indemnity or defense
under the terms of any of the gene licenses with Monsanto.
Regarding the December 2002 suit filed by D&PL against Nationwide Agribusiness
and other insurance companies in the Circuit Court of Holmes County,
Mississippi, all Appellate Briefs have now been submitted and the parties are
awaiting a decision from the Fifth Circuit Court of Appeals.
Regarding the civil action filed in October 2002 in a Turkish court by Ozbugday
Tarim Isletmeleri ve Tohumculuk A.S. ("OTIT"), a former distributor, seeking an
injunction against D&PL's affiliate's continued sale of Sure Grow varieties in
Turkey, on or about November 30, 2006, The High Court of Appeals revoked a prior
decision and returned the case to the lower court for further consideration of
whether Turk Deltapine should be required to post security before the case can
be decided on merits.
Regarding the lawsuit filed in the Circuit Court of Hinds County, Mississippi by
Product Services Company and Ted Dickerson, the request by International Paper,
co-defendant, for a change in venue to another Mississippi county was denied on
November 15, 2006. The case is now in pre-trial discovery.
The Company is currently investigating the circumstances relating to certain
payments made by certain employees and third party contractors of the foreign
office of a wholly owned subsidiary of the Company. The Company believes that
payments of less than $10,000 per year were made to low-level local officials.
The Company first learned of such payments in 2004 and took corrective actions
to assure that the payments complied with the Foreign Corrupt Practices Act.
Further issues arose with regard to such payments in the course of due diligence
in connection with the Merger with Monsanto.
These payments resulted in inaccuracies in the books and records of the
Company's subsidiary, for which the Company might be subject to liability under
the U.S. Foreign Corrupt Practices Act (FCPA). The Company is also investigating
the extent to which these payments were permissible facilitating payments or
were impermissible payments for which the Company might be subject to liability
under the FCPA. The Company has voluntarily notified the U.S. Department of
Justice and the Securities and Exchange Commission that the Company has
identified and is addressing these matters. There can be no assurance as to what
action, if any, either of these authorities might take with regard to these
matters. The Company does not believe that these circumstances will have any
effect on the consummation of the Merger.
Item 1A. Risk Factors
Various statements included herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on current expectations and are indicated
by words or phrases such as "anticipate," "estimate," "expect," "project,"
"believe," "is or remains optimistic," "currently envisions" and similar words
or phrases and involve known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Forward-looking statements include
statements relating to such matters as anticipated financial performance
(including when earnings estimates are discussed), existing products, technical
developments, new products, new technologies, research and development
activities, and similar matters. These forward-looking statements are based
largely on our expectations and are subject to a number of risks and
uncertainties, many of which are beyond our control. Actual results could differ
materially from these forward-looking statements as a result of, among others,
changes in the competitive marketplace, including the introduction of new
products or pricing changes by our competitors, changes in the economy and other
similar events. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks and uncertainties, we cannot assure
you that the forward-looking information contained herein will in fact
transpire. The risks and uncertainties that may affect the operations,
performance, development and results of our business include those noted
elsewhere herein and the following:
Merger with Monsanto
Our contemplated Merger with Monsanto is subject to approval by government
agencies. The inability to complete this merger may have a material effect
on D&PL. However, such effect cannot be known at this time.
Demand for and supply of planting seed
Demand for our seed will be affected by government programs and policies
and by weather in all countries where we sell products and operate. Demand
for seed is also influenced by commodity prices, the cost of other crop
inputs, and the demand for a crop's end-uses such as textiles, animal feed,
cottonseed oil, food and raw materials for industrial use. Weather impacts
crop yields, commodity prices and the planting decisions that farmers make
regarding both original planting commitments and, when necessary,
replanting levels. These factors all also influence the cost and
availability of seed for subsequent seasons.
Competition
The planting seed market is highly competitive, and our products face
competition from a number of seed companies, diversified crop protection
product companies, agricultural biotechnology companies, governmental
agencies and academic and scientific institutions. In addition, several of
our distributors/customers have also entered the cotton planting seed
business. These competitors launched in 2006 varieties containing the
Bollgard II and Roundup Ready Flex technologies at the same time we
launched those technologies in our varieties. A number of crop protection
product and biotechnology companies have seed production and/or
distribution capabilities to ensure market access for new seed products and
new technologies that may compete with the Bollgard, Bollgard II, Roundup
Ready and Roundup Ready Flex gene technologies of Monsanto, our principal
licensor of such technology. Our seed products and technologies contained
therein may encounter substantial competition from technological advances
by others or products from new market entrants. Many of our competitors
are, or are affiliated with, large diversified companies that have
substantially greater resources than we have.
Litigation and other legal matters
We have initiated arbitration proceedings with Monsanto, the principal
licensor of our cotton technologies, concerning our rights to exclusive
licenses to Monsanto's insect resistance technology in Brazil, Egypt and
Burkina Faso. Each of these arbitration proceedings are currently stayed
pending the approval and completion of the Merger between us and Monsanto.
If this Merger should not be completed, the stay of these arbitration
proceedings would be lifted. The result of these arbitrations, if adversely
determined to us, could materially affect our future operations in these
three countries. All other arbitration proceedings with Monsanto, including
the arbitration in which Monsanto sought to terminate licenses between our
companies, have been dismissed with prejudice, barring revival of the
claims asserted in those proceedings.
The litigation with Monsanto arising from Monsanto's failure to consummate
the 1998 Merger Agreement (the "1998 Merger Litigation") has been stayed.
This litigation will be terminated upon completion of the merger between
our Company and Monsanto pursuant to the 2006 Merger Agreement or upon any
termination by us or by Monsanto of the 2006 Merger Agreement without
completion of the merger except in specific circumstances, in particular,
(i) by Monsanto if we breach representations and warranties in a material
respect and fail to cure within twenty days after Monsanto informs us in
writing of the breach, (ii) where the merger has not been completed by the
Outside Date (as defined in the Merger Agreement) and a material adverse
change in our Company has occurred as of the effective date of termination
or (iii) for reasons other than those specified in the 2006 Merger
Agreement. Under these circumstances, the stay of the 1998 Merger
Litigation will be lifted and we or Monsanto would be permitted to pursue
any and all rights and remedies with respect to this litigation. Under
these circumstances, the results of this litigation (and the process of
litigating) may materially affect the results of our business. (See Part I,
Item 3, of D&PL's Annual Report on Form 10-K for the year ended August 31,
2006.)
New technologies
There is no assurance that new technologies such as the DeltaMax, DuPont
and Syngenta technologies will result in commercially viable products or
that such technologies will be developed in the time frame or for the
amounts estimated to complete development. Also, there is no assurance that
regulatory approval will be obtained for the products.
Governmental policies
The production, distribution or sale of crop seed in or to foreign markets
may be subject to special risks, including fluctuations in foreign
currency, exchange rate controls, expropriation, nationalization and other
agricultural, economic, tax and regulatory policies of foreign governments
and shipping disruptions. Particular policies which may affect our domestic
and international operations include the use of and the acceptance of
products that were produced from plants that have been genetically
modified, the testing, quarantine and other restrictions relating to the
import and export of plants and seed products, and the availability (or
lack thereof) of proprietary protection for plant products. The absence or
lack of enforcement of intellectual property laws may lead to counterfeit
and farmer-saved seed which negatively impacts our sales. In addition,
United States government policies, particularly those affecting foreign
trade and investment, may impact our international operations.
Regulatory matters
The publicity related to genetically modified organisms ("GMOs") or
products made from plants that contain GMOs may have an effect on our sales
in the future. In 2006, approximately 96% of our cottonseed that was sold
in the United States contained one or more of Monsanto's Bollgard, Bollgard
II, Roundup Ready and Roundup Ready Flex gene technologies, and 96% of our
soybean seed sales contained the Roundup Ready gene technology. Although
many farmers have rapidly adopted these technologies, the concern of some
customers and governmental entities over finished products that contain
GMOs could impact demand for crops (and ultimately seed) raised from seed
containing such traits. In addition, regulatory approvals for Monsanto's
Bollgard and Bollgard II technologies expired in 2006. On July 7, 2006,
Monsanto announced that the United States Environmental Protection Agency
had extended the registration of the Bollgard technology through the 2009
growing season. Also, Bollgard II was recently granted a non-expiring
re-registration by the EPA. Monsanto is responsible for obtaining and
maintaining regulatory approvals for the technologies we license from them.
International operating risks
Due to the varying levels of agricultural and social development of the
international markets in which we operate and because of factors within the
particular international markets we target, international profitability and
growth may be less stable and predictable than domestic profitability and
growth. Furthermore, actions taken by the United States government,
including that taken by the United States military, the wars in Iraq and
Afghanistan, and conflicts between major cotton producing nations, may
serve to further complicate our ability to execute our long range ex-United
States business plans because those plans include future expansion into
Uzbekistan, Pakistan and India. World health concerns about infectious
diseases also affect the conduct of our international business.
Government supports and trade agreements
Our farmer customers in many markets, including the United States, benefit
from government support programs. The Farm Security and Rural Investment
Act of 2002 covers the 2007 cotton planting season but future United States
farm programs are uncertain. Various other countries, including Brazil,
have challenged, and may continue to challenge, the appropriateness of
United States farm programs through the World Trade Organization ("WTO") or
other forums. In particular, the WTO has ruled in Brazil's favor in its
challenge that certain United States programs violate the provisions of the
WTO. While some programs have been changed as a result of the ruling, it is
not clear if, when, or to what extent, the United States will make further
modifications. However, in the event changes are made, they may negatively
impact United States farmers which could result in a decline in planted
cotton acreage. Also, in WTO discussions in Hong Kong in late December
2005, United States negotiators agreed to eliminate cotton export subsidies
in 2006 (the "Step 2" program was eliminated on August 1, 2006) and to
eliminate all agricultural export subsidies by 2013. United States farm
programs and WTO rulings impacting such programs may materially affect the
results of our business. In addition, the United States Congress, in an
attempt to reduce the United States government's budget deficit, may also
revise farm programs and/or its agricultural policy.
Other
Overall profitability will depend on the factors noted above, as well as
worldwide commodity prices, our ability to successfully open new
international markets, the technology partners' ability to obtain timely
government approval (and maintain such approval) for existing and for
additional biotechnology products on which they and we are working, the
terms of such government approvals, our technology partners' ability to
successfully defend challenges to proprietary technologies licensed to us
and our ability to produce sufficient commercial quantities of high quality
planting seed of these products. Any delay in or inability to successfully
complete these projects may affect future profitability. In addition,
earnings forecasts do not consider the impact of potential transactions,
their related accounting and other factors, that may be under consideration
by the Company, but have not yet been completed or their effect determined
at the date of a particular filing.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The disclosure required under this Part II, Item 2 of this Quarterly Report on
Form 10-Q is contained in Part I, Item 2 hereof under the heading "Cash Used for
Share Repurchases" and is incorporated herein by reference.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits.
Exhibits.
31.01 Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, by the Principal Executive Officer.
31.02 Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, by the Principal Financial and
Accounting Officer.
32.01 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, by the Principal
Executive Officer.
32.02 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, by the Principal
Financial and Accounting Officer.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DELTA AND PINE LAND COMPANY
Date: January 8, 2007 /s/ W. Thomas Jagodinski
-------------------------
W. Thomas Jagodinski
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: January 8, 2007 /s/ Kenneth M. Avery
--------------------
Kenneth M. Avery
Vice President - Chief Financial Officer
and Assistant Secretary
(Principal Financial and Accounting Officer)