FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 8-K
Current Report
Dated April 28, 2009
of
AGCO CORPORATION
A Delaware Corporation
IRS Employer Identification No. 58-1960019
SEC File Number 1-12930
4205 River Green Parkway
Duluth, Georgia 30096
(770) 813-9200
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:
|
|
|
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
o
|
|
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 28, 2009, AGCO Corporation issued a press release reporting its financial results for the
first quarter ended March 31, 2009. A copy of the press release is attached hereto as Exhibit
99.1.
The information in this Form 8-K and the Exhibits shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing of AGCO under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibit
99.1 Press Release of AGCO Corporation, issued April 28, 2009.
SIGNATURES
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.
|
|
|
|
|
|
AGCO Corporation
|
|
|
By: |
/s/ Andrew H. Beck
|
|
|
|
Andrew H. Beck |
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
Dated: April 28, 2009
Exhibit Index
|
|
|
Exhibit No. |
|
Description |
|
|
|
99.1
|
|
Press Release of AGCO Corporation, issued April 28, 2009 |
EX-99.1
Exhibit 99.1
|
|
|
|
|
NEWS RELEASE |
|
|
|
For Immediate Release
|
|
CONTACT: |
Tuesday, April 28, 2009
|
|
Greg Peterson |
|
|
Director of Investor Relations |
|
|
770-232-8229 |
|
|
greg.peterson@agcocorp.com |
AGCO REPORTS FIRST QUARTER RESULTS
First Quarter Sales of $1.6 Billion Produce Net Income per Share of $0.36
DULUTH, GA April 28 AGCO, Your Agriculture Company (NYSE:AG), a worldwide manufacturer
and distributor of agricultural equipment, reported net sales of approximately $1.6 billion and net
income of $0.36 per share for the first quarter of 2009. These results compare to net sales of
approximately $1.8 billion and net income of $0.59 per share for the first quarter of 2008.
Excluding unfavorable currency translation impacts of approximately 14.5%, net sales in the first
quarter of 2009 increased approximately 2.9% compared to the same period in 2008.
Demand for agricultural equipment is weakening in all the major world markets as the global
economic turmoil and constrained credit markets begin to impact our industry, stated Martin
Richenhagen, AGCOs Chairman, President and Chief Executive Officer. In the first quarter, the
credit-challenged markets of Eastern Europe and Russia experienced significant declines, while
industry demand continues to erode in South America where dry weather conditions and credit
availability are factors. Despite the disruption in the general economy, farm fundamentals remain
strong, and we continue to be optimistic about long-term world grain demand and the future growth
prospects for our company.
We are taking aggressive actions to control expenses, reduce our production and lower our
investment in working capital in line with weaker market conditions, Mr. Richenhagen continued.
We are balancing near-term cost reductions with continued investment in longer-term growth
initiatives. We remain positioned to focus on operational improvements and additional investment in
new products. The short-term cost reduction actions and production
cuts should see us through this
downturn, while our strategic investments should position us for profitable growth as market conditions
improve.
First Quarter Results
Net sales were $1,579.0 million for the first quarter of 2009, compared to $1,786.6 million
for the first quarter of 2008. AGCOs North American sales grew approximately 12.7% in the first
quarter of 2009 compared to the first quarter of 2008, excluding unfavorable currency translation
impacts of approximately 5.8%. In the North American region, stronger sales of balers and tillage
equipment produced much of the improvement. Net sales in the first quarter of 2009 in the
Europe/Africa/Middle East (EAME) region increased approximately 8.7% when compared to the first
quarter of 2008, excluding unfavorable currency translation impacts of approximately 16.3%. Growth
in Germany, France and the United Kingdom was partially offset
by lower sales in Scandinavia, Spain, Eastern Europe and Russia. Weaker market conditions in
Brazil and Argentina during the first quarter of 2009 drove a net sales decrease of approximately
26.6% in the South American region, excluding unfavorable currency translation impacts of
approximately 17.6%, compared to the same period in 2008. Net sales in AGCOs Asia/Pacific region
decreased approximately 1.8% during the first quarter of 2009 compared to the same period in 2008,
excluding unfavorable currency translation impacts of approximately 20.8%.
Gross
profit percentage declined approximately 40 basis points in the first quarter of 2009 compared to the same
period in 2008 primarily due to lower production volumes. Income from operations for the first
quarter of 2009 was $58.6 million compared to $94.2 million for the same period in 2008. Lower
margins, unfavorable currency translation impacts and higher levels of engineering expense
accounted for most of the decrease. Unit production of tractors and combines for the first quarter
of 2009 was down approximately 5% compared to 2008 levels.
AGCOs EAME region reported a decline of approximately $19.7 million in income from operations
for the first quarter of 2009 compared to the same period in 2008. Reduced gross margins,
unfavorable currency translation impacts and increased engineering expenses all contributed to the
decline.
AGCOs South American region reported a decrease in income from operations of approximately
$29.0 million in the first quarter of 2009 compared to the same period in 2008. Significantly
lower sales in Brazil and Argentina, the unfavorable impact of currency translation and a shift in
sales mix to lower horsepower tractors in Brazil produced lower income from operations compared to
the first quarter of 2008.
Results in AGCOs North American region benefited from sales growth, expense control
initiatives and the improvement in the profitability of AGCOs sprayer operations. In the first
quarter of 2009, income from operations grew approximately $18.2 million compared to the same
period in 2008.
Income
from operations in our Asia/Pacific region decreased approximately $3.4 million in the
first quarter of 2009 compared to the same period in 2008, due to a decrease in sales and
unfavorable currency translation impacts.
Regional Market Results
North America Industry unit retail sales of tractors for the first quarter of 2009
decreased approximately 20% over the comparable prior year period. Industry unit retail sales of
tractors over 100 horsepower were down modestly compared to strong
levels in the prior year,
while industry unit retail sales of tractors under 100 horsepower declined significantly compared
to the prior year. Industry unit retail sales of combines for the first quarter of 2009 increased
approximately 33% from the same period in 2008. AGCOs unit retail sales of tractors and combines
were down in the first quarter of 2009 compared to the same period in 2008.
Europe Industry unit retail sales of tractors for the first quarter of 2009 decreased
approximately 8% compared to the prior year period. Weaker retail demand in Central and Eastern
Europe, Russia, and Spain was partially offset by improved demand in France, Germany, and the
United Kingdom. AGCOs unit retail sales of tractors for the first quarter of 2009 were lower when
compared to the prior year period.
South America Industry unit retail sales of tractors decreased approximately 19% and
industry unit retail sales of combines decreased approximately 44% for the first quarter of 2009
compared to the same period last year. Industry unit retail sales of tractors in Brazil increased
approximately 3% while industry unit retail sales in Argentina declined approximately 60%, during
the first quarter of 2009 compared to 2008. In January 2009, the Brazilian government initiated a
special financing program for small tractors. The new program drove an increase in small tractor
sales which offset declines in high horsepower tractors in the professional farming segment.
AGCOs South American unit retail sales of tractors and combines decreased in the first quarter of
2009 compared to 2008.
Rest of World Markets Outside of North America, Europe and South America, AGCOs net sales
for the first quarter of 2009 increased approximately 3.5% compared to 2008, primarily due to
higher sales in Africa partially offset by lower sales in the Middle East.
With commodity prices expected to stay above historical levels and input costs trending down,
farmers are generally expected to be profitable in 2009. However, the drop in commodity prices
from last years record levels and decreased crop production in some regions are expected to result
in reduced farm income, stated Mr. Richenhagen. The global recession has hurt farmer sentiment
and prompted them to be more cautious about their equipment investment decisions. Credit
limitations are also a major factor in some regions. We have seen a general softening in demand
for our products and our order trends have weakened. There is significant uncertainty regarding
market demand for the remainder of the year and AGCO will continue to adjust its production
schedule in line with changing demand.
Outlook
Worldwide industry retail sales of farm equipment in 2009 are expected to decrease from strong
2008 levels. In North America, weaker general economic conditions are expected to produce declines
in industry retail sales of low and medium horsepower tractors. A decline in 2009 farm income and
increased farmer conservatism is projected to result in softer industry retail sales of high
horsepower tractors and combines compared to 2008. In South America, industry volumes are expected
to be down significantly due to dry weather conditions and the impact of the tightened credit
environment on planted acreage and crop production. European industry volumes are expected to
decline in 2009, with stronger declines in the credit-challenged markets of Central and Eastern
Europe and Russia.
For the full year of 2009, AGCO is targeting earnings per share in
a range from $2.00 to
$2.50. Net sales are expected to range from $6.7 billion to
$7.0 billion including unfavorable currency translation impacts of approximately
$900 million to $1.0 billion. AGCOs earnings are expected to be impacted by lower sales and
production volumes and by increased engineering expenses for new product development and Tier 4
emission requirements. The largest impacts from production cuts and working capital reduction
initiatives are expected to be incurred in the second quarter. As a
result, AGCOs earnings per share in
the second quarter are expected to be significantly lower than reported for the second quarter of
2008.
* * * * *
AGCO will be hosting a conference call with respect to this earnings announcement at 10:00
a.m. Eastern Time on Tuesday, April 28, 2009. The Company will refer to slides on its conference
call. Interested persons can access the conference call and slide presentation via AGCOs website
at www.agcocorp.com on the Investors/Calendar of Events page. A replay of the conference
call will be available approximately two hours after the conclusion of the conference call for
twelve months following the call. A copy of this press release will be available on AGCOs website
for at least twelve months following the call.
* * * * *
Safe Harbor Statement
Statements that are not historical facts, including the projections of earnings per share, sales,
market conditions, availability of financing, production volumes, industry
demand, general economic conditions, working capital and strategic initiatives, currency translation impacts and
engineering expense increases, are forward-looking and subject to risks which could cause actual results
to differ materially from those suggested by the statements. These forward-looking statements
involve a number of risks and uncertainties. The following are among the factors that could cause
actual results to differ materially from the results discussed in or implied by the forward-looking
statements. Further information concerning these and other factors is included in AGCOs filings
with the Securities and Exchange Commission, including its Form 10-K for the year ended December
31, 2008. AGCO disclaims any obligation to update any forward-looking statements.
|
|
|
Our financial results depend entirely upon the agricultural industry, and factors
that adversely affect the agricultural industry generally, including declines in the
general economy, increases in farm input costs, lower commodity prices and changes in
the availability of credit for our retail customers, will adversely affect us. |
|
|
|
|
The recent poor performance of the general economy may result in a decline in demand
for our products. However, we are unable to predict with accuracy the amount or
duration of this decline, and our forward-looking statements reflect merely our best
estimates at the current time. |
|
|
|
|
A majority of our sales and manufacturing takes place outside of the United States,
and, as a result, we are exposed to risks related to foreign laws, taxes, economic
conditions, labor supply and relations, political conditions and governmental policies.
These risks may delay or reduce our realization of value from our international
operations. |
|
|
|
|
Most of the retail sales of our products are financed either
by our retail finance joint ventures with Rabobank or by a bank or
other private lender. During 2008, our joint ventures with Rabobank,
which are dependent upon Rabobank for financing as well, financed
approximately 50% of the retail sales of our tractors and combines,
in the markets where the joint ventures operate. Any difficulty by Rabobank
|
|
|
|
to continue to provide that financing or any business decision by Rabobank as the controlling member
of the joint ventures not to fund the business or particular aspects of it (for example,
a particular country or region), would require the joint ventures to
find other sources of financing (which may be difficult to obtain),
or us to find another source of retail financing for our customers, or our
customers would be required to utilize other retail financing
providers. To the extent that financing is not available or available
only at unattractive prices, our sales would be negatively impacted. |
|
|
|
|
Both AGCO and AGCO Finance have substantial accounts receivables from dealers and
end-customers, and we would be adversely impacted if the collectability of these
receivables was not consistent with historical experience; this collectability is
dependent upon the financial strength of the farm industry, which in turn is dependent
upon the general economy and commodity prices, as well as several of the other factors
listed in this section. |
|
|
|
|
We recently have experienced substantial and sustained volatility with respect to
currency exchange rate and interest rate changes, which can adversely affect our reported results of
operations and the competitiveness of our products. |
|
|
|
|
We are subject to extensive environmental laws and regulations, and our compliance
with, or our failure to comply with, existing or future laws and regulations could
delay production of our products or otherwise adversely affect our business. |
|
|
|
|
We have significant pension obligations with respect to our
employees and our available cash flow may be adversely affected in
the event that payments became due under any pension plans that are
unfunded or underfunded. Declines
in the market value of the securities used to fund these obligations result in
increased pension expense in future periods. |
|
|
|
|
The agricultural equipment industry is highly seasonal, and seasonal fluctuations
significantly impact our results of operations and cash flows. |
|
|
|
|
Our success depends on the introduction of new products, which require substantial
expenditures. |
|
|
|
|
We depend on suppliers for raw materials, components and parts for our products, and any failure by
our suppliers to provide products as needed, or by us to promptly address supplier
issues, will adversely impact our ability to timely and efficiently manufacture and
sell our products. We also are subject to raw material price
fluctuations, which can adversely affect our manufacturing costs. |
|
|
|
|
We face significant competition and, if we are unable to compete successfully
against other agricultural equipment manufacturers, we would lose customers and our
net sales and profitability would decline. |
|
|
|
|
We have a substantial amount of indebtedness and, as a result, we are subject to certain
restrictive covenants and payment obligations that may adversely affect our ability to
operate and expand our business. |
* * * * *
About AGCO
AGCO,
Your Agriculture Company (NYSE: AG), was founded in 1990 and offers a full product line of
tractors, combines, hay tools, sprayers, forage, tillage equipment, implements and related
replacement parts. AGCO agricultural products are sold under the core brands of Challenger®,
Fendt®, Massey Ferguson® and Valtra®, and are distributed globally through more than 2,800
independent dealers and distributors, in more than 140 countries worldwide. AGCO provides retail
financing through AGCO Finance. AGCO is headquartered in Duluth, Georgia, USA. In 2008, AGCO had
net sales of $8.4 billion.
# # # # #
Please visit our website at www.agcocorp.com.
AGCO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in millions)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
96.3 |
|
|
$ |
512.2 |
|
Restricted cash |
|
|
21.1 |
|
|
|
33.8 |
|
Accounts and notes receivable, net |
|
|
818.6 |
|
|
|
815.6 |
|
Inventories, net |
|
|
1,585.7 |
|
|
|
1,389.9 |
|
Deferred tax assets |
|
|
52.8 |
|
|
|
56.6 |
|
Other current assets |
|
|
193.0 |
|
|
|
197.1 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
2,767.5 |
|
|
|
3,005.2 |
|
Property, plant and equipment, net |
|
|
798.7 |
|
|
|
811.1 |
|
Investment in affiliates |
|
|
274.0 |
|
|
|
275.1 |
|
Deferred tax assets |
|
|
23.4 |
|
|
|
29.9 |
|
Other assets |
|
|
72.2 |
|
|
|
69.6 |
|
Intangible assets, net |
|
|
168.7 |
|
|
|
176.9 |
|
Goodwill |
|
|
561.8 |
|
|
|
587.0 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
4,666.3 |
|
|
$ |
4,954.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
|
|
|
$ |
0.1 |
|
Accounts payable |
|
|
828.7 |
|
|
|
1,027.1 |
|
Accrued expenses |
|
|
707.9 |
|
|
|
799.8 |
|
Other current liabilities |
|
|
175.9 |
|
|
|
151.5 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
1,712.5 |
|
|
|
1,978.5 |
|
Long-term debt, less current portion |
|
|
614.3 |
|
|
|
625.0 |
|
Pensions and postretirement health care benefits |
|
|
167.9 |
|
|
|
173.6 |
|
Deferred tax liabilities |
|
|
101.3 |
|
|
|
108.1 |
|
Other noncurrent liabilities |
|
|
45.2 |
|
|
|
49.6 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
2,641.2 |
|
|
|
2,934.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity: |
|
|
|
|
|
|
|
|
AGCO Corporation stockholders equity: |
|
|
|
|
|
|
|
|
Common stock |
|
|
0.9 |
|
|
|
0.9 |
|
Additional paid-in capital |
|
|
1,068.5 |
|
|
|
1,067.4 |
|
Retained earnings |
|
|
1,415.8 |
|
|
|
1,382.1 |
|
Accumulated other comprehensive loss |
|
|
(466.9 |
) |
|
|
(436.1 |
) |
|
|
|
|
|
|
|
Total AGCO Corporation stockholders equity |
|
|
2,018.3 |
|
|
|
2,014.3 |
|
|
|
|
|
|
|
|
Noncontrolling interests |
|
|
6.8 |
|
|
|
5.7 |
|
|
|
|
|
|
|
|
Total equity |
|
|
2,025.1 |
|
|
|
2,020.0 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
4,666.3 |
|
|
$ |
4,954.8 |
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
AGCO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Net sales |
|
$ |
1,579.0 |
|
|
$ |
1,786.6 |
|
Cost of goods sold |
|
|
1,306.7 |
|
|
|
1,471.4 |
|
|
|
|
|
|
|
|
Gross profit |
|
|
272.3 |
|
|
|
315.2 |
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
161.6 |
|
|
|
170.6 |
|
Engineering expenses |
|
|
48.0 |
|
|
|
45.4 |
|
Restructuring and other infrequent expenses |
|
|
|
|
|
|
0.1 |
|
Amortization of intangibles |
|
|
4.1 |
|
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
58.6 |
|
|
|
94.2 |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
11.7 |
|
|
|
8.6 |
|
Other expense, net |
|
|
6.5 |
|
|
|
6.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in net earnings of affiliates |
|
|
40.4 |
|
|
|
79.6 |
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
|
14.4 |
|
|
|
29.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in net earnings of affiliates |
|
|
26.0 |
|
|
|
49.8 |
|
|
|
|
|
|
|
|
|
|
Equity in net earnings of affiliates |
|
|
8.3 |
|
|
|
9.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
34.3 |
|
|
|
58.8 |
|
|
|
|
|
|
|
|
|
|
Net income attributable to noncontrolling interests |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to AGCO Corporation and subsidiaries |
|
$ |
33.7 |
|
|
$ |
58.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share attributable to AGCO Corporation and
subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.37 |
|
|
$ |
0.64 |
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.36 |
|
|
$ |
0.59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common and common equivalent shares
outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
91.9 |
|
|
|
91.6 |
|
|
|
|
|
|
|
|
Diluted |
|
|
92.4 |
|
|
|
99.3 |
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
AGCO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in millions)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income attributable to AGCO Corporation and subsidiaries |
|
$ |
33.7 |
|
|
$ |
58.8 |
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
28.1 |
|
|
|
31.0 |
|
Deferred debt issuance cost amortization |
|
|
0.7 |
|
|
|
1.0 |
|
Amortization of intangibles |
|
|
4.1 |
|
|
|
4.9 |
|
Amortization of debt discount |
|
|
3.7 |
|
|
|
3.5 |
|
Stock compensation |
|
|
6.4 |
|
|
|
6.6 |
|
Equity in net earnings of affiliates, net of cash received |
|
|
(4.6 |
) |
|
|
(5.3 |
) |
Deferred income tax provision |
|
|
(4.3 |
) |
|
|
3.4 |
|
Gain on sale of property, plant and equipment |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts and notes receivable, net |
|
|
(14.1 |
) |
|
|
(66.2 |
) |
Inventories, net |
|
|
(233.1 |
) |
|
|
(309.9 |
) |
Other current and noncurrent assets |
|
|
(16.0 |
) |
|
|
(19.1 |
) |
Accounts payable |
|
|
(169.6 |
) |
|
|
47.6 |
|
Accrued expenses |
|
|
(61.1 |
) |
|
|
(29.3 |
) |
Other current and noncurrent liabilities |
|
|
(20.2 |
) |
|
|
(9.0 |
) |
|
|
|
|
|
|
|
Total adjustments |
|
|
(480.2 |
) |
|
|
(340.9 |
) |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(446.5 |
) |
|
|
(282.1 |
) |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(48.5 |
) |
|
|
(45.9 |
) |
Proceeds from sale of property, plant and equipment |
|
|
0.4 |
|
|
|
0.2 |
|
Investments in unconsolidated affiliates |
|
|
|
|
|
|
(0.2 |
) |
Restricted cash and other |
|
|
12.6 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(35.5 |
) |
|
|
(45.9 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from (repayment of) debt obligations, net |
|
|
58.9 |
|
|
|
(2.7 |
) |
Proceeds from issuance of common stock |
|
|
|
|
|
|
0.1 |
|
Payment of minimum tax withholdings on stock compensation |
|
|
(4.4 |
) |
|
|
(2.4 |
) |
Investments by noncontrolling interests |
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
55.8 |
|
|
|
(5.0 |
) |
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
10.3 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
|
(415.9 |
) |
|
|
(331.9 |
) |
Cash and cash equivalents, beginning of period |
|
|
512.2 |
|
|
|
582.4 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
96.3 |
|
|
$ |
250.5 |
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
AGCO CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, in millions, except per share data)
1. STOCK COMPENSATION EXPENSE
During the first quarter of 2009 and 2008, the Company recorded approximately $6.4 million and
$6.6 million, respectively, of stock compensation expense in accordance with Statement of Financial
Accounting Standards (SFAS) No. 123R (Revised 2004), Share-Based Payment. The stock
compensation expense was recorded as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
Cost of goods sold |
|
$ |
0.5 |
|
|
$ |
0.2 |
|
Selling, general and administrative expenses |
|
|
5.9 |
|
|
|
6.4 |
|
|
|
|
|
|
|
|
Total stock compensation expense |
|
$ |
6.4 |
|
|
$ |
6.6 |
|
|
|
|
|
|
|
|
2. INDEBTEDNESS
Indebtedness at March 31, 2009 and December 31, 2008 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
67/8% Senior subordinated notes due 2014 |
|
$ |
265.0 |
|
|
$ |
279.4 |
|
13/4% Convertible senior subordinated notes due 2033 |
|
|
187.2 |
|
|
|
185.3 |
|
11/4% Convertible senior subordinated notes due 2036 |
|
|
162.0 |
|
|
|
160.3 |
|
Other long-term debt |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
614.3 |
|
|
|
625.1 |
|
Less: Current portion of long-term debt |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
Total indebtedness, less current portion |
|
$ |
614.3 |
|
|
$ |
625.0 |
|
|
|
|
|
|
|
|
In May 2008, the Financial Accounting Standard Board (FASB) issued FASB Staff Position
(FSP) Accounting Principles Board (APB) 14-1, Accounting for Convertible Debt Instruments That
May be Settled in Cash Upon Conversion (including Partial Cash
Settlement) (FSP APB 14-1). The
FSP requires that the liability and equity components of convertible debt instruments that may be
settled in cash upon conversion (including partial cash settlement), commonly referred to as an
Instrument C under EITF Issue No. 90-19, Convertible Bonds
With Issuer Options to Settle for Cash Upon Conversion, be separated to account for the fair value of the debt and
equity components as of the date of issuance to reflect the issuers nonconvertible debt borrowing
rate. The FSP is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and is applied retrospectively to all periods presented (retroactive
restatement) pursuant to the guidance in SFAS No. 154, Accounting Changes and Error Corrections. The adoption of the FSP on January 1, 2009
impacted the accounting treatment of the Companys 13/4% convertible senior subordinated notes due
2033 and its 11/4% convertible senior subordinated notes due 2036 by reclassifying a portion of the
convertible notes balances to additional paid-in capital representing the estimated fair value of
the conversion feature as of the date of issuance and creating a discount on the convertible notes
that will be amortized through interest expense over the life of the convertible notes. The
adoption of the FSP also resulted in a significant increase in interest expense and, therefore,
reduced net income and basic and diluted earnings per share within the Companys Condensed
Consolidated Statements of Operations. On January 1, 2009, the Company reduced its Retained
earnings and Convertible senior subordinated notes balance by approximately $37.2 million and
$57.0 million, respectively, and increased its Additional paid-in capital balance by
approximately $94.2 million. Due to a tax valuation allowance established in the United States,
there was no deferred tax
impact upon adoption. In accordance with the provisions of FSP APB 14-1, prior periods have
been retroactively restated to reflect the adoption of the standard.
Holders of the Companys 13/4% convertible senior subordinated notes due 2033 and 11/4%
convertible senior subordinated notes due 2036 may convert the notes, if, during any fiscal
quarter, the closing sales price of the Companys common stock exceeds, respectively, 120% of the
conversion price of $22.36 per share for the 13/4% convertible senior subordinated notes and $40.73
per share for the 11/4% convertible senior subordinated notes, for at least 20 trading days in the 30
consecutive trading days ending on the last trading day of the preceding fiscal quarter. As of
March 31, 2009 and December 31, 2008, the closing sales price of the Companys common stock did not
exceed 120% of the conversion price of both notes for at least 20 trading days in the 30
consecutive trading days ending March 31, 2009 and December 31, 2008, and, therefore, the Company
classified both notes as long-term debt. Future classification of the notes between current and
long-term debt is dependent on the closing sales price of the Companys common stock during future
quarters.
3. INVENTORIES
Inventories are valued at the lower of cost or market using the first-in, first-out method.
Market is current replacement cost (by purchase or by reproduction dependent on the type of
inventory). In cases where market exceeds net realizable value (i.e., estimated selling price less
reasonably predictable costs of completion and disposal), inventories are stated at net realizable
value. Market is not considered to be less than net realizable value reduced by an allowance for
an approximately normal profit margin.
Inventories at March 31, 2009 and December 31, 2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Finished goods |
|
$ |
732.7 |
|
|
$ |
484.9 |
|
Repair and replacement parts |
|
|
399.3 |
|
|
|
396.1 |
|
Work in process |
|
|
117.9 |
|
|
|
130.5 |
|
Raw materials |
|
|
335.8 |
|
|
|
378.4 |
|
|
|
|
|
|
|
|
|
Inventories, net |
|
$ |
1,585.7 |
|
|
$ |
1,389.9 |
|
|
|
|
|
|
|
|
4. ACCOUNTS RECEIVABLE SECURITIZATION
The Company sells wholesale accounts receivable on a revolving basis to commercial paper
conduits either on a direct basis or through a wholly-owned special purpose U.S. subsidiary under
its United States and Canadian securitization facilities and through a qualifying special purpose
entity in the U.K. under its European securitization facility. Outstanding funding under these
facilities totaled approximately $477.5 million at March 31, 2009 and $483.2 million at December
31, 2008. The funded balance has the effect of reducing accounts receivable and short-term
liabilities by the same amount. Losses on sales of receivables primarily from securitization
facilities included in other expense, net were $5.0 million and $6.2 million for the three months
ended March 31, 2009 and 2008, respectively.
The Company has an agreement to permit transferring, on an ongoing basis, the majority of its
wholesale interest-bearing receivables in North America to AGCO Finance LLC and AGCO Finance
Canada, Ltd., its United States and Canadian retail finance joint ventures. The Company has a 49%
ownership interest in these joint ventures. The transfer of the receivables is without recourse to
the Company, and the Company continues to service the receivables. As of March 31, 2009, the
balance of interest-bearing receivables transferred to AGCO Finance LLC and AGCO Finance Canada,
Ltd. under this agreement was approximately $66.9 million compared to approximately $59.0 million
as of December 31, 2008.
5. EARNINGS PER SHARE
The Companys convertible senior subordinated notes provide for (i) the settlement upon
conversion in cash up to the principal amount of the converted notes with any excess conversion
value settled in shares of the Companys common stock, and (ii) the conversion rate to be increased
under certain circumstances if the notes are converted in connection with certain change of control
transactions. Dilution of weighted shares outstanding will depend on the Companys stock price for
the excess conversion value using the treasury stock method. A reconciliation of net income
attributable to AGCO Corporation and subsidiaries and weighted average common shares outstanding
for purposes of calculating basic and diluted earnings per share for the three months ended March
31, 2009 and 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Basic net income per share: |
|
|
|
|
|
|
|
|
Net income attributable to AGCO
Corporation and subsidiaries |
|
$ |
33.7 |
|
|
$ |
58.8 |
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding |
|
|
91.9 |
|
|
|
91.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share attributable to
AGCO Corporation and
subsidiaries |
|
$ |
0.37 |
|
|
$ |
0.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share: |
|
|
|
|
|
|
|
|
Net income attributable to AGCO
Corporation and subsidiaries for
purposes of computing diluted
net income per share |
|
$ |
33.7 |
|
|
$ |
58.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding |
|
|
91.9 |
|
|
|
91.6 |
|
Dilutive stock options, performance
share awards and restricted
stock awards |
|
|
0.5 |
|
|
|
0.3 |
|
Weighted average assumed conversion of
contingently convertible senior
subordinated notes |
|
|
|
|
|
|
7.4 |
|
|
|
|
|
|
|
|
Weighted average number of common and
common equivalent shares outstanding
for purposes of computing diluted
earnings per share |
|
|
92.4 |
|
|
|
99.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share attributable to
AGCO Corporation and
subsidiaries |
|
$ |
0.36 |
|
|
$ |
0.59 |
|
|
|
|
|
|
|
|
6. SEGMENT REPORTING
The Company has four reportable segments: North America; South America; Europe/Africa/Middle
East; and Asia/Pacific. Each regional segment distributes a full range of agricultural equipment
and related replacement parts. The Company evaluates segment performance primarily based on income
from
operations. Sales for each regional segment are based on the location of the third-party
customer. The Companys selling, general and administrative expenses and engineering expenses are
charged to each segment based on the region and division where the expenses are incurred. As a
result, the components of income from operations for one segment may not be comparable to another
segment. Segment results for the three months ended March 31, 2009 and 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
North |
|
|
South |
|
|
Europe/Africa/ |
|
|
Asia/ |
|
|
|
|
March 31, |
|
America |
|
|
America |
|
|
Middle East |
|
|
Pacific |
|
|
Consolidated |
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
393.3 |
|
|
$ |
179.5 |
|
|
$ |
965.9 |
|
|
$ |
40.3 |
|
|
$ |
1,579.0 |
|
Income from operations |
|
|
5.2 |
|
|
|
5.4 |
|
|
|
77.7 |
|
|
|
2.4 |
|
|
|
90.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
367.7 |
|
|
$ |
321.4 |
|
|
$ |
1,045.5 |
|
|
$ |
52.0 |
|
|
$ |
1,786.6 |
|
(Loss)
income from operations
|
|
|
(13.0 |
) |
|
|
34.4 |
|
|
|
97.4 |
|
|
|
5.8 |
|
|
|
124.6 |
|
A reconciliation from the segment information to the consolidated balances for income from
operations is set forth below:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
Segment income from operations |
|
$ |
90.7 |
|
|
$ |
124.6 |
|
Corporate expenses |
|
|
(22.1 |
) |
|
|
(19.0 |
) |
Stock compensation expense |
|
|
(5.9 |
) |
|
|
(6.4 |
) |
Restructuring and other infrequent expenses |
|
|
|
|
|
|
(0.1 |
) |
Amortization of intangibles |
|
|
(4.1 |
) |
|
|
(4.9 |
) |
|
|
|
|
|
|
|
Consolidated income from operations |
|
$ |
58.6 |
|
|
$ |
94.2 |
|
|
|
|
|
|
|
|