1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 29, 2000
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 000-26519
SEMINIS, INC.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 36-0769130
- ------------------------ --------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
2700 Camino del Sol, Oxnard, California 93030-7967
- --------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: 805-647-1572
Not Applicable
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(Former Name, Address and Former Fiscal Year, if changed since Last Report)
Indicate, by check mark whether the 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 [ ]
As of February 2, 2001, the Registrant had 13,975,764 registered shares of
Class A Common Stock, $0.01 par value per share, issued and outstanding, and
45,848,622 unregistered shares of Class B Common Stock, $0.01 par value per
share, issued and outstanding.
2
PART I FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Balance Sheets as of December 29, 2000 and
September 30, 2000.................................................................
Consolidated Statements of Operations for the Three
Months Ended December 29, 2000 and December 31, 1999 ..............................
Consolidated Statement of Stockholders' Equity
for the Three Months Ended December 29, 2000.......................................
Consolidated Statements of Cash Flows for the Three
Months Ended December 29, 2000 and December 31, 1999...............................
Notes to Consolidated Financial Statements.........................................
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..........................................................
Item 3. Quantitative and Qualitative Disclosures About Market Risk.........................
PART II OTHER INFORMATION
Item 1. Legal Proceedings..................................................................
Item 6. Exhibits and Reports on Form 8-K...................................................
Signatures.........................................................................
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEMINIS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
AS OF AS OF
DECEMBER 29, SEPTEMBER 30,
------------ -------------
2000 2000
------------ -------------
(Unaudited)
ASSETS:
Current assets
Cash and cash equivalents $ 27,837 $ 22,479
Accounts receivable, net 144,955 162,929
Inventories 352,243 333,287
Prepaid expenses and other current assets 4,804 3,105
--------- ---------
Total current assets 529,839 521,800
Deferred income taxes 15,954 5,699
Property, plant and equipment, net 218,534 226,505
Intangible assets, net 205,517 227,839
Other assets 16,575 16,194
--------- ---------
986,419 998,037
========= =========
LIABILITIES, MANDATORILY REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY:
Current liabilities
Short-term borrowings $ 19,864 $ 20,178
Current maturities of long-term debt 318,723 325,658
Accounts payable 54,134 54,955
Accrued liabilities 82,625 96,453
--------- ---------
Total current liabilities 475,346 497,244
Long-term debt 22,623 23,468
Minority interest in subsidiaries 1,695 1,445
--------- ---------
Total liabilities 499,664 522,157
--------- ---------
Commitments and contingencies
Mandatorily redeemable stock
Class B Redeemable Preferred Stock, $.01 par value; 25 shares authorized
as of December 29, 2000 and September 30, 2000; 25 shares issued and
outstanding as of December 29, 2000 and September 30, 2000 25,000 25,000
--------- ---------
Total mandatorily redeemable stock 25,000 25,000
--------- ---------
Stockholders' equity
Class C Preferred Stock, $.01 par value; 12 shares authorized as of 1 1
December 29, 2000 and September 30, 2000; 12 shares issued and
outstanding as of December 29, 2000 and September 30, 2000
Class A Common Stock, $.01 par value; 91,000 shares authorized as of 140 140
December 29, 2000 and September 30, 2000; 13,976 shares issued and
outstanding as of December 29, 2000 and September 30, 2000
Class B Common Stock, $.01 par value; 60,229 shares authorized as of 459 459
December 29, 2000 and September 30, 2000; 45,848 shares issued and
outstanding as of December 29, 2000 and September 30, 2000
Additional paid-in-capital 762,580 712,981
Accumulated deficit (265,792) (244,706)
Accumulated other comprehensive loss (35,633) (17,995)
--------- ---------
Total stockholders' equity 461,755 450,880
--------- ---------
$ 986,419 $ 998,037
========= =========
The accompanying notes are an integral part of these
consolidated financial statements.
4
SEMINIS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
FOR THE THREE MONTHS ENDED
DECEMBER 29, DECEMBER 31,
------------ ------------
2000 1999
------------ ------------
(Unaudited)
Net sales $ 81,233 $ 81,186
Cost of goods sold 32,962 30,850
-------- --------
Gross profit 48,271 50,336
-------- --------
Operating expenses
Research and development expenses 13,556 15,754
Selling, general and administrative expenses 45,133 49,412
Amortization of intangible assets 7,300 7,426
-------- --------
Total operating expenses 65,989 72,592
-------- --------
Loss from operations (17,718) (22,256)
-------- --------
Other income (expense)
Interest income 554 724
Interest expense (8,665) (7,423)
Foreign currency gain 2,442 583
Other, net (101) 290
-------- --------
(5,770) (5,826)
-------- --------
Loss before income taxes (23,488) (28,082)
Income tax benefit 6,651 9,015
-------- --------
Net loss (16,837) (19,067)
Preferred stock dividends (3,430) (1,639)
Additional capital contribution dividends (819) --
-------- --------
Net loss available for common stockholders $(21,086) $(20,706)
======== ========
Net loss available for common stockholders per
common share, basic and diluted $ (0.35) $ (0.35)
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
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SEMINIS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In thousands)
CLASS C PREFERRED STOCK CLASS A COMMON STOCK CLASS B COMMON STOCK
------------------------ ----------------------- -----------------------
NUMBER AMOUNT NUMBER AMOUNT NUMBER AMOUNT
------ ------ ------ ------ ------ ------
BALANCE, SEPTEMBER 30, 2000 12 $ 1 13,976 $ 140 45,848 $ 459
Comprehensive loss
Net loss (Unaudited) -- -- -- -- -- --
Translation adjustment
(Unaudited) -- -- -- -- -- --
Additional capital
contribution (Unaudited) -- -- -- -- -- --
Dividends on additional
capital contribution
(Unaudited) -- -- -- -- -- --
Dividends on Redeemable
Preferred Stock (Unaudited) -- -- -- -- -- --
Dividends on Class C
Preferred Stock (Unaudited) -- -- -- -- -- --
------ ------ ------ ------ ------ ------
BALANCE, DECEMBER 29, 2000
(UNAUDITED) 12 $ 1 13,976 $ 140 45,848 $ 459
====== ====== ====== ====== ====== ======
ADDITIONAL ACCUMULATED OTHER TOTAL
PAID-IN ACCUMULATED COMPREHENSIVE STOCKHOLDERS'
CAPITAL DEFICIT LOSS EQUITY
---------- ------------ ----------------- --------------
BALANCE, SEPTEMBER 30, 2000 $ 712,981 $(244,706) $ (17,995) $ 450,880
---------
Comprehensive loss
Net loss (Unaudited) -- (16,837) -- (16,837)
Translation adjustment
(Unaudited) -- -- (17,638) (17,638)
---------
(34,475)
Additional capital
contribution (Unaudited) 45,850 -- -- 45,850
Dividends on additional
capital contribution
(Unaudited) 819 (819) -- --
Dividends on Redeemable
Preferred Stock (Unaudited) -- (500) -- (500)
Dividends on Class C
Preferred Stock (Unaudited) 2,930 (2,930) -- --
--------- --------- --------- ---------
BALANCE, DECEMBER 29, 2000
(UNAUDITED) $ 762,580 $(265,792) $ (35,633) $ 461,755
========= ========= ========= =========
The accompanying notes are an integral
part of these consolidated financial statements.
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SEMINIS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except per share data)
FOR THE THREE MONTHS ENDED
DECEMBER 29, DECEMBER 31,
------------ ------------
2000 1999
------------ ------------
(Unaudited)
Cash flows from operating activities:
Net loss $(16,837) $(19,067)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 11,516 12,119
Deferred income taxes (8,166) (11,410)
Other (1,930) (1,127)
Changes in assets and liabilities:
Accounts receivable 19,476 22,102
Inventories (16,825) (53,098)
Prepaid expenses and other assets (3,100) 4,105
Current income taxes 440 (1,225)
Accounts payable (1,948) 21,778
Other liabilities (14,608) 11,561
-------- --------
Net cash used in operating activities (31,982) (14,262)
-------- --------
Cash flows from investing activities:
Purchases of fixed and intangible assets (2,439) (14,546)
Proceeds from disposition of assets 2,770 891
Other -- (110)
-------- --------
Net cash provided by (used in) investing activities 331 (13,765)
-------- --------
Cash flows from financing activities:
Proceeds from long-term debt 1,230 26,372
Repayment of long-term debt (8,611) (6,506)
Net short-term borrowings (635) 7,851
Class B Redeemable Preferred Stock dividends -- (500)
Additional capital contribution 45,850 --
-------- --------
Net cash provided by financing activities 37,834 27,217
-------- --------
Effect of exchange rate changes on cash and cash equivalents (825) (37)
-------- --------
Increase (decrease) in cash and cash equivalents 5,358 (847)
Cash and cash equivalents, beginning of period 22,479 19,068
-------- --------
Cash and cash equivalents, end of period 27,837 $ 18,221
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
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SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Seminis, Inc. ("Seminis" or the "Company") is the largest developer,
producer and marketer of vegetable and fruit seeds in the world. The Company is
a majority-owned subsidiary of Savia, S.A. de C.V. ("Savia") and effectively
began operations when it purchased Asgrow Seed Company in December 1994.
Basis of Presentation
The consolidated financial statements include the accounts of the Company
and its majority controlled and owned subsidiaries. Investments in
unconsolidated entities, representing ownership interests between 20% and 50%,
are accounted for using the equity method of accounting. All material
intercompany transactions and balances have been eliminated in consolidation.
Certain reclassifications have been made to prior periods to conform to the
current quarter presentation.
Seminis generally operates on a thirteen week calendar closing on the
Friday closest to the natural calendar quarter, except for the fiscal year end
which closes on September 30.
The unaudited consolidated financial statements included herein reflect all
adjustments, (consisting only of normal recurring adjustments), that the Company
considers necessary for a fair presentation of the results of operations for the
interim periods covered and of the financial condition of the Company at the
date of the interim balance sheet. The Company's business is subject to seasonal
fluctuation and, therefore, the results of operations for periods less than one
year are not necessarily indicative of results which may be expected for any
other interim period or for the fiscal year as a whole.
Supplementary Cash Flow Information
THREE MONTHS ENDED
DECEMBER 29, DECEMBER 31,
------------ ------------
2000 1999
-------- --------
(Unaudited)
Cash paid for interest $7,328 $8,040
Cash paid for income taxes 1,075 3,620
Supplemental non-cash transactions
Issuance of preferred stock in payment of 2,930 1,139
Class C Preferred Stock dividends
Class B Redeemable Preferred Stock dividends 500 --
Dividends on additional capital contribution 819 --
Effective January 2001, Class C Preferred Stock will earn cash dividends at
10% per annum. The bank agreement, however, precludes the payment of cash
dividends until certain conditions are met.
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SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Loss per Common Share
Net loss per common share has been computed pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings per Share." Basic
loss per common share is computed by dividing net loss available to common
stockholders by the average number of common shares outstanding during each
period. Net loss available to common stockholders represents reported net loss
less preferred and additional capital contribution dividends. Diluted net loss
per common share reflects the potential dilution that could occur if dilutive
securities and other contracts were exercised or converted into common stock or
resulted in the issuance of common stock. The following table provides a
reconciliation of net loss and sets forth the computation for basic and diluted
net loss per share available for common stockholders.
THREE MONTHS ENDED
DECEMBER 29, DECEMBER 31,
------------- -----------
2000 1999
------------- ----------
(Unaudited)
NUMERATOR FOR BASIC AND DILUTED:
Net loss $(16,837) $(19,067)
Preferred stock dividends (3,430) (1,639)
Additional capital contribution dividends (819) --
-------- --------
Net loss available to common stockholders $(21,086) $(20,706)
======== ========
DENOMINATOR - SHARES:
Weighted average common shares outstanding (basic) 59,824 59,824
Add potential common shares:
Exercisable stock options -- 67
Less antidilutive effect of potential common shares -- (67)
-------- --------
Weighted average common shares outstanding (diluted) 59,824 59,824
======== ========
NET LOSS PER COMMON SHARE:
Basic and diluted $ (0.35) $ (0.35)
======== ========
Recent Accounting Pronouncement
As of October 1, 2000, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" as amended by SFAS No. 137 and
No. 138. SFAS No. 133 requires companies to record derivatives on the balance
sheet as assets or liabilities, measured at fair market value. It also requires
that gains or losses resulting from changes in the values of those derivatives
be accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. The Company did not have any derivative instruments and
therefore the adoption of SFAS No. 133 did not have a material impact on the
Company's consolidated financial position or results of operations for the
quarter ended December 29, 2000.
9
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE 2 - LIQUIDITY
The Company's financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had recurring net cash
outflows from operations and does not anticipate meeting certain financial ratio
covenants of its credit facility during this fiscal year that raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include adjustments that might result from this uncertainty.
Management believes that despite the liquidity issues presently facing the
Company, it has in place business and financing plans that will be successfully
executed, and will enable the Company to continue operations in the normal
course.
During the past three years, the Company's primary sources of capital have
been advances from its parent company, bank borrowings under various credit
facilities and the proceeds from an initial public offering. Cash generated from
these financing activities has been utilized to fund acquisitions and capital
expenditures, repay prior indebtedness, redeem stock and fund working capital
requirements. The Company has been unable to generate cash from operations and
is currently restricted from any additional borrowings under the credit
facility. As of late November 2000, Seminis' parent company suspended advancing
funds to the Company.
The Company's credit facility includes, among other things, quarterly
financial covenants which, if not met, allow the lenders to demand repayment of
all amounts outstanding. The Company was not in compliance with minimum interest
coverage and maximum debt ratio covenants at September 30, 2000 and December 29,
2000 and does not expect to be in compliance with such covenants during the
remainder of fiscal year 2001. The lenders granted the Company a waiver with
respect to these covenants as of September 30, 2000 that extended through
December 31, 2000. The Company subsequently received a waiver on December 29,
2000 with respect to these covenants as of September 30, 2000, December 31, 2000
and March 31, 2001 that extends through April 30, 2001, at which time any
defaults will once again arise. As the Company does not anticipate meeting its
quarterly covenants for the remainder of fiscal year 2001 and expects to be in
default once the waiver expires, outstanding borrowings under the credit
facility have been classified as a current liability.
As of September 30, 2000, the Company was current on all principal and
interest payments due under the credit facility. In the waiver signed on
December 29, 2000, the lenders agreed to divide and defer a $12.5 million term
loan maturity originally due December 31, 2000 into two equal payments of $6.25
million due March 31, 2001 and April 30, 2001. The lenders have also required
the final maturity of the term loan and the termination date for revolving
credit commitments to accelerate to June 30, 2002 from June 30, 2004. The
Company has committed to deliver by March 31, 2001, a financial plan through
September 30, 2002 which includes a proposal for the recapitalization of the
Company (i.e., a plan to retire or refinance the bank debt by June 30, 2002).
10
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
To obtain approval of this plan, the Company must demonstrate its ability
to immediately implement operating initiatives aimed at improving cash flows.
These include reducing existing infrastructure to generate cost savings,
accelerating collection of receivables and lowering of inventories to reduce
working capital. Additionally, the plan must identify alternative sources of
capital to repay the bank debt within the newly defined terms which would
include the sale of assets, debt refinancing and additional equity infusions.
Management, however, cannot make any assurances that these alternative sources
of financing will be available to the Company.
Management anticipates renegotiating the current credit facility with more
achievable covenants at the time the plan is approved by the lenders. Should the
plan not be approved and the credit facility is not modified, the lenders will
continue to have the right to accelerate repayment of the facility, funds which
may not be readily available to the Company.
NOTE 3 - GLOBAL RESTRUCTURING AND OPTIMIZATION PLAN
In February 2000, the Company announced a global cost saving initiative
designed to streamline operations, increase utilization of facilities and
improve efficiencies. The first phase of the initiative focused on North
American operations. In June 2000, the Company announced the second phase, which
was targeted at its global operations. The key elements to Seminis' global
restructuring and optimization plan involve:
o Reorganizing its 10 legacy seed companies into four geographical
regions;
o Reducing operation and production facilities;
o Reducing headcount that results from the reorganization and facility
consolidation;
o Rationalizing the product portfolio;
o Implementing an advanced global logistics management information
system; and
o Divesting non-strategic assets.
In connection with the restructuring and optimization plan, the Company
recorded nonrecurring pre-tax charges to operations of approximately $34.4
million for restructuring costs that included severance and other exit costs,
inventory write-downs and costs associated with streamlining the products
portfolio. Of this amount, $18.4 million was included in cost of goods sold for
inventory write-downs. The remaining $16.0 million was included in selling,
general and administrative expenses, and consisted primarily of severance costs.
The total severance charge related to a planned 600 employee reduction worldwide
in both operation and administrative groups. There were 214 employees and 144
employees severed in the first quarter of fiscal year 2001 and fiscal year 2000,
respectively, as part of the Global Restructuring and Optimization Plan.
11
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Company commenced the restructuring during fiscal year 2000, and
expects to complete the plan during fiscal year 2001. Further elements of the
plan will be initiated in the future and should be completed by fiscal year
2002. There have been no material changes in the aforementioned plan.
Remaining components of the restructuring accruals are as follows:
BALANCE AT BALANCE AT
SEPTEMBER 30, AMOUNTS DECEMBER 29,
2000 INCURRED 2000
------------ -------- ------------
Severance and related expenses $ 12.2 $ (2.1) $ 10.1
NOTE 4 - INVENTORIES
Inventories consist of the following:
DECEMBER 29, SEPTEMBER 30,
2000 2000
----------- ----------
(Unaudited)
Seed $319,521 $290,629
Unharvested crop growing costs 22,268 31,663
Supplies 10,454 10,995
-------- --------
$352,243 $333,287
======== ========
NOTE 5 - ADDITIONAL CAPITAL CONTRIBUTIONS
In October and November 2000, the Company received additional capital
contributions of $31.9 million and $14.0 million, respectively, from Savia to
finance additional working capital requirements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto of the Company included
elsewhere herein. The following discussion and analysis contains certain
"forward-looking statements" which are subject to certain risks, uncertainties
and contingencies which could cause Seminis' actual business, results of
operations or financial condition to differ materially from those expressed in,
or implied by, such statements.
OVERVIEW
Seminis is the largest developer, producer and marketer of vegetable and
fruit seeds in the world. Seminis produces more than 60 species and 6,000
distinct varieties of vegetable and fruit seeds. Seminis has established a
worldwide presence and global distribution network that spans 120 countries with
34 research and development facilities and 29 screening farms in 19 countries
and production sites in over 30 countries. Seminis is a majority owned
subsidiary of Savia, S.A. de C.V.("Savia").
In order to achieve its position as the premier vegetable and fruit seed
company, Seminis has completed nine acquisitions since its formation in 1994 and
has incurred significant expenses related to the development of its
infrastructure, including its human resource capability, information systems,
brand marketing teams and its research and development capability. Seminis
expenses its investments in research and development and in the creation of its
worldwide sales capability. The comparability of Seminis' results of operations
from year to year has also been affected by the impact of acquisition accounting
under purchase accounting principles, write-offs of in-process research and
development projects acquired through acquisition, interest expense attributable
to acquisition financing and exposure to foreign currency fluctuations.
13
RESULTS OF OPERATIONS
The table below sets forth Seminis' results of operations data expressed as
a percentage of net sales.
THREE MONTHS ENDED
DECEMBER 29, DECEMBER 31,
------------- ------------
2000 1999
------------- ------------
(Unaudited)
Net sales 100.0% 100.0%
----- -----
Gross profit 59.4 62.0
Research and development expenses 16.7 19.4
Selling, general and administrative expenses 55.6 60.9
Amortization of intangible assets 8.9 9.1
----- -----
Loss from operations (21.8) (27.4)
Interest expense, net (10.0) (8.3)
Other non-operating income, net 2.9 1.1
----- -----
Loss before income taxes (28.9) (34.6)
Income tax benefit 8.2 11.1
----- -----
Net loss (20.7)% (23.5)%
===== =====
THREE MONTHS ENDED DECEMBER 29, 2000 COMPARED WITH THREE MONTHS ENDED DECEMBER
31, 1999
Net Sales
Net sales increased 0.1% to $81.2 million for the three months ended
December 29, 2000 compared to the three months ended December 31, 1999. The
result was primarily due to the improving agricultural market in some countries
and the refocusing of the Company's sales structure, partially offset by the
negative impact of currency fluctuations. Although the Euro strengthened during
the first quarter of fiscal year 2001, it was weaker compared to the first
quarter of fiscal year 2000. Furthermore, the South Korean Won weakened during
the first quarter of fiscal year 2001, and was weaker overall compared to the
first quarter of fiscal year 2000. In constant dollars, sales increased 4.1% to
$84.5 million for the first quarter of fiscal year 2001 from $81.2 million for
the first quarter of fiscal year 2000. Geographically, sales decreased slightly
in Southern Europe, the Middle East and the Far East due to weaker demand and
weather problems in the first quarter of fiscal year 2001 compared to the first
quarter of fiscal year 2000. North American sales increased significantly due to
improvements in the Mexican market and the repositioning of the sales force.
South American sales also improved due to a sales force reorganization that
provided for greater flexibility and focus in the market. Net sales from the
Company's non-core business dropped due to divestiture of certain subsidiaries
in fiscal year 2000. The Company's business is subject to seasonal fluctuations
and, therefore, the sales for
14
the first quarter of a fiscal year are not necessarily indicative of those to be
expected in any other interim period or for a fiscal year as a whole.
Gross Profit
Gross profit decreased 4.1% to $48.3 million for the three months ended
December 29, 2000 from $50.3 million for the three months ended December 31,
1999. Gross margin decreased to 59.4% for the three months ended December 29,
2000 from 62.0% for the three months ended December 31, 1999. The decrease was
primarily due to the Company's initiative to sell off lower value seeds to
improve working capital conditions.
Research and Development Expenses
Research and development expenses decreased 14.0% to $13.6 million for the
three months ended December 29, 2000 from $15.8 million for the three months
ended December 31, 1999. This decrease was primarily due to a $1.1 million
charge related to Seminis' research incentive program recorded in the first
quarter of fiscal year 2000. The final installment of this program was made in
the second quarter of fiscal year 2000. The decrease was also a result of
personnel reduction from the Global Restructuring and Optimization Plan and
currency fluctuations from research and development operations in Europe in the
first quarter of fiscal year 2001.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses decreased 8.7% to $45.1
million for the three months ended December 29, 2000 from $49.4 million for the
three months ended December 31, 1999. The decrease was primarily due to the
impact of headcount reduction following the implementation of the Global
Restructuring and Optimization Plan and in part due to the currency
fluctuations. Furthermore, the divestiture of certain non-core subsidiaries
accounted for $1.8 million of the decrease. The decrease was partially offset by
$1.5 million of facility moving costs and $.5 million of consulting fees due to
restructuring initiatives.
Amortization of Intangible Assets
Amortization of intangible assets decreased 1.7% to $7.3 million for the
three months ended December 29, 2000 from $7.4 million for the three months
ended December 31, 1999. The decrease was primarily due to the effect of later
stages of accelerated amortization of intangible assets related to purchase
accounting. Furthermore, the decrease was due to the currency impact from the
devaluation of the South Korean Won on Korean based intangible assets. The
decrease was partially offset by the increase in intangible asset amortization
in the U.S.
15
Interest expense, net
Interest expense, net increased 21.1% to $8.1 million for the three months
ended December 29, 2000 from $6.7 million for the three months ended December
31, 1999. The increase was primarily due to the acceleration of deferred
financing cost amortization related to the Company's credit facility. The
acceleration was a result of the advancement of the maturity date of the term
loan and revolving credit commitments of the Company's credit facility from June
30, 2004 to June 30, 2002. In addition, the Company was charged interest at a
higher rate compared to the first quarter of last fiscal year.
Other Non-Operating Income, Net
Seminis had other non-operating income, net of $2.3 million for the three
months ended December 29, 2000 as compared to other non-operating income, net of
$0.9 million for the three months ended December 31, 1999. Other non-operating
income, net, for the three months ended December 29, 2000 was primarily due to a
foreign currency gain of $2.4 million resulting from a U.S. dollar denominated
loan in Holland. Other non-operating income, net, for the three months ended
December 31, 1999 includes a foreign currency gain of $0.6 million primarily
related to an intercompany loan to a South Korean subsidiary and other income of
$0.3 primarily related to the sale of fixed assets.
Income Tax Benefit
Income tax benefit decreased 26.2% to $6.7 million for the three months
ended December 29, 2000 from $9.0 million for the three months ended December
31, 1999. The decrease in the income tax benefit was a result of lower pre-tax
loss related to the aforementioned factors.
Seasonality
The seed business is highly seasonal. Generally, net sales are highest in
the second fiscal quarter due to increased demand from northern hemisphere
growers who plant seed in the early spring. Seminis recorded 39.3% of its fiscal
year 2000 net sales during its second fiscal quarter. Seminis has historically
operated at a loss during the first and third fiscal quarters due to lower sales
during such quarters. Seminis' results in any particular quarter should not be
considered indicative of those to be expected for a full year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had recurring net cash
outflows from operations and does not anticipate meeting certain financial ratio
covenants of its credit facility during this fiscal year that raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include adjustments that might result from this uncertainty.
Management believes that despite the liquidity issues presently facing the
Company, it has in place business and financing plans that will be successfully
executed, and
16
will enable the Company to continue operations in the normal course. During the
past three years, the Company's primary sources of capital have been advances
from its parent company, bank borrowings under various credit facilities and the
proceeds from an initial public offering. Cash generated from these financing
activities has been utilized to fund acquisitions and capital expenditures,
repay prior indebtedness, redeem stock and fund working capital requirements.
The Company has been unable to generate cash from operations and is currently
restricted from any additional borrowings under the credit facility. As of late
November 2000, Seminis' parent company suspended advancing funds to the Company.
The Company's credit facility includes, among other things, quarterly
financial covenants which, if not met, allow the lenders to demand repayment of
all amounts outstanding. The Company was not in compliance with minimum interest
coverage and maximum debt ratio covenants at September 30, 2000 and December 29,
2000 and does not expect to be in compliance with such covenants during the
remainder of fiscal year 2001. The lenders granted the Company a waiver with
respect to these covenants as of September 30, 2000 that extended through
December 31, 2000. The Company received a waiver on December 29, 2000 with
respect to these covenants as of September 30, 2000, December 31, 2000 and March
31, 2001 that extends through April 30, 2001, at which time any defaults will
once again arise. As the Company does not anticipate meeting its quarterly
covenants for the remainder of fiscal year 2001 and expects to be in default
once the waiver expires, outstanding borrowings under the credit facility have
been classified as a current liability.
As of September 30, 2000, the Company was current on all principal and
interest payments due under the credit facility. In the waiver signed on
December 29, 2000, the lenders agreed to divide and defer a $12.5 million term
loan maturity originally due December 31, 2000 into two equal payments of $6.25
million due March 31, 2001 and April 30, 2001. The lenders have also required
the final maturity of the term loan and the termination date for revolving
credit commitments to accelerate to June 30, 2002 from June 30, 2004. The
Company has committed to deliver by March 31, 2001, a financial plan through
September 30, 2002 which includes a proposal for the recapitalization of the
Company (i.e., a plan to retire or refinance the bank debt by June 30, 2002).
To obtain approval of this plan, the Company must demonstrate its ability
to immediately implement operating initiatives aimed at improving cash flows.
These include reducing existing infrastructure to generate cost savings,
accelerating collection of receivables and lowering of inventories to reduce
working capital. Additionally, the plan must identify alternative sources of
capital to repay the bank debt within the newly defined terms which would
include the sale of assets, debt refinancing and additional equity infusions.
Management, however, cannot make any assurances that these alternative sources
of financing will be available to the Company.
Management anticipates renegotiating the current credit facility with more
achievable covenants at the time the plan is approved by the lenders. Should the
plan not be approved and the credit facility is not modified, the lenders will
continue to have the right to accelerate repayment of the facility, funds which
may not be readily available to the Company.
17
Net cash used in operating activities increased to $32.0 million for the
quarter ended December 29, 2000 compared to $14.3 million for the quarter ended
December 31, 1999 mainly due to support costs related to restructuring and a
decrease in accounts payable.
Capital expenditures decreased to $2.4 million for the quarter ended
December 29, 2000 from $11.9 million for the quarter ended December 31, 1999.
The decrease was primarily due to a substantial portion of the investment in
Seminis' new headquarters and production facility being incurred in fiscal year
2000, resulting in a significant decrease in overall capital expenditures in the
first quarter of fiscal year 2001. Other investing activities in the quarter
ended December 29, 2000 also included approximately $2.8 million in proceeds
from the sale of non-operating assets.
In October and November 2000, Seminis received $31.9 million and $14.0
million respectively, of additional capital contribution from Savia. Through the
first quarter of fiscal year 2001, $0.8 million of dividends pertaining to this
transaction has been recorded.
Seminis' total indebtedness as of December 29, 2000 was $361.2 million, of
which $315.5 million were borrowings under the current credit agreement.
Additionally, $10.2 million, $5.3 million and $3.7 million were borrowings by
the Chilean, Italian and Spanish subsidiaries, respectively and $26.5 million
were borrowings primarily by other foreign subsidiaries.
Seminis' exposure to foreign currency fluctuations is primarily foreign
currency gains or losses that occur from intercompany loans between Seminis and
its foreign subsidiaries and a U.S. dollar denominated loan, originated by SVS
Holland, B.V., a foreign subsidiary of Seminis. Seminis does not have any
material outstanding hedging contracts as of December 29, 2000.
The company's ability to meet its working capital requirement during fiscal
year 2001 will be largely dependent on its successful restructuring of the bank
debt agreement, finding alternative sources of capital financing and the
successful implementation of the Global Restructuring and Optimization Plan.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk disclosures set forth in the 2000 Form 10-K have not
changed significantly through the first quarter ended December 29, 2000.
18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved from time to time as a defendant in various
lawsuits arising in the normal course of business. Seminis believes that no
current claims, individually or in the aggregate, will have a material adverse
effect on Seminis' business, results of operations or financial condition.
Since our 2000 Form 10-K filed on December 29, 2000 and Form 10-K/A filed
on January 29, 2001, there have been no material changes in legal proceedings
discussed in such Form 10-K and Form 10-K/A.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K for the quarter ended
December 29, 2000.
19
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
(a)1 Form of Underwriting Agreement
(c)2 Merger Agreement by and between Seminis, Inc., an Illinois corporation
and Seminis, Inc., a Delaware corporation
(c)3.1 Certificate of Incorporation
(c)3.2 Certificate of Designations of Class A Mandatorily Redeemable Preferred
Stock and Class B Mandatorily Redeemable Preferred Stock of Seminis,
Inc.
(c)3.3 Certificate of Designations of Class C Redeemable Preferred Stock of
Seminis, Inc.
(c)3.4 By-Laws
(c)4.1 Form of Class A Common Stock Certificate
(a)4.2 Registration Rights Agreement by and among Seminis, Inc. and certain
shareholders of Seminis, dated October 1, 1995
(c)5 Opinion of Milbank, Tweed, Hadley & McCloy LLP
(a)10.1 Seminis, Inc. 1998 Stock Option Plan
(b)10.2 Amended and Restated Seminis, Inc. 1998 Stock Option Plan
(a)10.3 Share Subscription Agreement by and between Seminis, Inc. and Hungnong Seed
Co., Ltd., dated June 12, 1998
(c)10.4 Form of New Credit Facility among Seminis, Inc, Seminis Vegetable
Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and
Savings Bank, individually and as Administrative Agent, Bank of
Montreal, individually and as Syndication Agent, and the Lenders
from time to time parties thereto, as lenders, dated as of June
28, 1999
(c)10.5 Form of Letter Agreement between Savia, S.A. de C.V. and Seminis, Inc.
dated as of June 21, 1999
(d)10.6 Second Amendment and Waiver to Credit Agreement dated as of June 28, 1999
among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as
borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent,
Bank of Montreal, individually and as Syndication Agent, and the
Lenders from time to time parties thereto, as Lenders, Dated as
of June 29, 2000, effective March 31, 2000
(d)10.7 Security Agreement Re: Accounts, Inventory and General Intangibles among
Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as
borrowers, Harris Trust and Savings Bank, individually and as Administrative
Agent, Bank of Montreal, individually and as Syndication Agent, and the
Lenders from time to time parties thereto, as Lenders, dated as of
June 29, 2000
(e)10.8 Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis,
Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and
Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as
Syndication Agent, and the Lenders from time to time parties thereto, as Lenders, dated as of
September 30, 2000, effective September 30, 2000.
(e)10.9 Extension of Interim Waiver Agreement to Credit Agreement
dated as of June 28, 1999 among Seminis, Inc., Seminis
Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris
Trust and Savings Bank, individually and as Administrative
Agent, Bank of Montreal, individually and as Syndication
Agent, and the Lenders from time to time parties thereto, as
Lenders, dated as of December 30, 2000, effective December
30, 2000.
20
EXHIBIT INDEX -- (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
(f)10.10 Modification and Interim Waiver Agreement to Credit Agreement
dated as of June 28, 1999 among Seminis, Inc., Seminis
Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris
Trust and Savings Bank, individually and as Administrative
Agent, Bank of Montreal, individually and as Syndication
Agent, and the Lenders from time to time parties thereto, as
Lenders, dated as of December 29, 2000, effective December
29, 2000.
(b)21 Subsidiaries of Registrant
27.1 Financial Data Schedule
- ------------------------
(a) Incorporated by reference to Seminis' Form S-1 filed on February 11, 1999.
(b) Incorporated by reference to Seminis' Amendment No. 2 to Form S-1 filed on
May 27, 1999.
(c) Incorporated by reference to Seminis' Amendment No. 3 to Form S-1 filed on
June 21, 1999.
(d) Filed with the June 30, 2000 form 10Q.
(e) Filed with the September 30, 2000 Form 10K.
(f) Filed with this form 10Q.
21
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 thereunto duly authorized.
Date: February 12, 2001 SEMINIS, INC.
/s/ Eugenio Najera Solorzano
-------------------------------------------
Eugenio Najera Solorzano
President
(Principal Executive Officer)
/s/ Gaspar Alvarez Martinez
-------------------------------------------
Gaspar Alvarez Martinez
Chief Financial and Accounting Officer
(Principal Financial and Accounting Officer)