1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 30, 2001
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.
(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)
(805) 918-2740
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(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 May 9, 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
SEMINIS, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 30, 2001
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements
Consolidated Balance Sheets as of March 30, 2001 and
September 30, 2000.............................................. 3
Consolidated Statements of Operations for the Three and Six
Months Ended March 30, 2001 and March 31, 2000 ................. 4
Consolidated Statement of Stockholders' Equity
for the Six Months Ended March 30, 2001......................... 5
Consolidated Statements of Cash Flows for the Six Months
Ended March 30, 2001 and March 31, 2000......................... 6
Notes to Consolidated Financial Statements...................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................... 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 17
Item 4. Submission of Matters to a Vote of Security Holders............. 17
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings............................................... 18
Item 6. Exhibits and Reports on Form 8-K................................ 18
Signatures...................................................... 21
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEMINIS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
AS OF AS OF
MARCH 30, SEPTEMBER 30,
2001 2000
----------- -------------
(Unaudited)
ASSETS:
Current assets
Cash and cash equivalents $ 29,735 22,479
Accounts receivable, net 172,672 162,929
Inventories 319,475 333,287
Prepaid expenses and other current assets 5,045 3,105
--------- -------
Total current assets 526,927 521,800
Deferred income taxes 15,253 5,699
Property, plant and equipment, net 210,843 226,505
Intangible assets, net 191,128 227,839
Other assets 14,221 16,194
--------- -------
$ 958,372 $ 998,037
========= =========
LIABILITIES, MANDATORILY REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY:
Current liabilities
Short-term borrowings $ 31,114 $ 20,178
Current maturities of long-term debt 318,948 325,658
Accounts payable 27,834 54,955
Accrued liabilities 86,475 96,453
--------- -------
Total current liabilities 464,371 497,244
Long-term debt 21,207 23,468
Minority interest in subsidiaries 1,562 1,445
--------- -------
Total liabilities 487,140 522,157
Commitments and contingencies
Mandatorily redeemable stock
Class B Redeemable Preferred Stock, $0.01 par value; 25 shares
authorized as of March 30, 2001 and September 30, 2000; 25
shares issued and outstanding as of March 30, 2001 and
September 30, 2000 25,000 25,000
--------- -------
Total mandatorily redeemable stock 25,000 25,000
--------- -------
Stockholders' equity
Class C Preferred Stock, $0.01 par value; 14 and 12 shares authorized as
of March 30, 2001 and September 30, 2000 respectively; 12 shares issued and
outstanding as of March 30, 2001 and September 30, 2000 1 1
Class A Common Stock, $0.01 par value; 211,000 and 91,000 shares authorized
as of March 30, 2001 and September 30, 2000 respectively; 13,976 shares
issued and outstanding as of March 30, 2001 and September 30, 2000 140 140
Class B Common Stock, $0.01 par value; 67,000 shares authorized as of
March 30, 2001 and September 30, 2000; 45,848 shares issued and outstanding
as of March 30, 2001 and September 30, 2000 459 459
Additional paid-in capital 762,673 712,981
Accumulated deficit (265,576) (244,706)
Accumulated other comprehensive loss (51,465) (17,995)
--------- -------
Total stockholders' equity 446,232 450,880
--------- -------
$ 958,372 $ 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 FOR THE SIX MONTHS ENDED
MARCH 30, MARCH 31, MARCH 30, MARCH 31,
2001 2000 2001 2000
----------- ----------- ----------- ----------
(Unaudited) (Unaudited)
Net sales $ 151,514 $ 186,604 $ 232,747 $ 267,790
Cost of goods sold 59,359 74,741 92,321 105,591
--------- --------- --------- ---------
Gross profit 92,155 111,863 140,426 162,199
--------- --------- --------- ---------
Operating expenses
Research and development expenses 13,076 13,468 26,632 29,222
Selling, general and administrative expenses 46,681 52,010 91,814 101,422
Amortization of intangible assets 7,002 7,565 14,302 14,991
--------- --------- --------- ---------
Total operating expenses 66,759 73,043 132,748 145,635
--------- --------- --------- ---------
Income from operations 25,396 38,820 7,678 16,564
--------- --------- --------- ---------
Other income (expense)
Interest income 450 558 1,004 1,282
Interest expense (11,955) (7,633) (20,620) (15,056)
Foreign currency loss (2,997) (3,308) (555) (2,725)
Other, net 263 473 162 763
--------- --------- --------- ---------
(14,239) (9,910) (20,009) (15,736)
--------- --------- --------- ---------
Income (loss) before income taxes 11,157 28,910 (12,331) 828
Income tax benefit (expense) (6,278) (9,502) 373 (487)
--------- --------- --------- ---------
Net income (loss) 4,879 19,408 (11,958) 341
Preferred stock dividends (3,483) (1,655) (6,913) (3,294)
Additional capital contribution dividends (1,180) -- (1,999) --
--------- --------- --------- ---------
Net income (loss) available for common
stockholders $ 216 $ 17,753 $ (20,870) $ (2,953)
========= ========= ========= =========
Net income (loss) available for common
stockholders per common share, basic and diluted $ -- $ .30 $ (0.35) $ (.05)
========= ========= ========= =========
The accompanying notes are an integral part of these
consolidated financial statements.
5
SEMINIS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In thousands)
ACCUMULATED
CLASS C CLASS A CLASS B ADDITIONAL OTHER TOTAL
PREFERRED STOCK COMMON STOCK COMMON STOCK PAID-IN ACCUMULATED COMPREHENSIVE STOCKHOLDERS'
NUMBER AMOUNT NUMBER AMOUNT NUMBER AMOUNT CAPITAL DEFICIT LOSS EQUITY
------ ------ -------- ------ -------- ------ ---------- ----------- ------------ -------------
BALANCE, SEPTEMBER 30, 2000 12 $ 1 13,976 $140 45,848 $459 $712,981 $(244,706) $(17,995) $450,880
Comprehensive loss
Net loss (Unaudited) -- -- -- -- -- -- -- $ (11,958) -- $(11,958)
Translation adjustment
(Unaudited) -- -- -- -- -- -- -- -- $(33,470) $(33,470)
--------
$(45,428)
Additional capital
contribution
(Unaudited) -- -- -- -- -- -- $ 45,850 -- -- $ 45,850
Dividends on additional
capital contribution
(Unaudited) -- -- -- -- -- -- $ 845 $ (1,999) -- $ (1,154)
Dividends on Class B
Redeemable Preferred Stock
(Unaudited) -- -- -- -- -- -- -- $ (1,000) -- $ (1,000)
Dividends on Class C
Preferred Stock
(Unaudited) -- -- -- -- -- -- $ 2,997 $ (5,913) -- $ (2,916)
-- --- ------ ---- ------ ---- -------- --------- -------- --------
BALANCE, MARCH 30, 2001
(UNAUDITED) 12 $ 1 13,976 $140 45,848 $459 $762,673 $(265,576) $(51,465) $446,232
== === ====== ==== ====== ==== ======== ========= ======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
6
SEMINIS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
FOR THE SIX MONTHS ENDED
MARCH 30, MARCH 31,
2001 2000
---------- ------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(11,958) $ 341
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 22,532 24,376
Deferred income tax (6,611) (9,453)
Other 1,594 572
Changes in assets and liabilities:
Accounts receivable (14,252) (59,855)
Inventories 9,254 (25,704)
Prepaid expenses and other assets (1,992) 6,162
Current income taxes 2,161 6,780
Accounts payable (26,483) 25,510
Other liabilities (14,737) (3,005)
-------- --------
Net cash used in operating activities (40,492) (34,276)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed and intangible assets (4,468) (23,885)
Proceeds from disposition of assets 3,022 1,979
Other (304) (175)
-------- --------
Net cash used in investing activities (1,750) (22,081)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 1,294 33,433
Repayment of long-term debt (9,459) (7,222)
Net short-term borrowings 11,787 21,463
Class B Redeemable Preferred Stock dividends -- (1,000)
Additional capital contribution 45,850 --
-------- --------
Net cash provided by financing activities 49,472 46,674
-------- --------
Effect of exchange rate changes on cash and cash equivalents 26 (696)
-------- --------
Increase (decrease) in cash and cash equivalents 7,256 (10,379)
Cash and cash equivalents, beginning of period 22,479 19,068
-------- --------
Cash and cash equivalents, end of period $ 29,735 $ 8,689
======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
7
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
SIX MONTHS ENDED
MARCH 30, MARCH 31,
2001 2000
----------- ----------
(Unaudited)
Cash paid for interest $20,985 $14,766
Cash paid for income taxes 4,077 3,160
Supplemental non-cash transactions:
Issuance of preferred stock in payment of:
Class C Preferred Stock dividends 2,997 2,294
Class B Redeemable Preferred Stock dividends -- --
Dividends on additional capital contribution 845 --
Effective January 2001, Class C Preferred Stock earns cash dividends at 10% per
annum. The bank agreement, however, precludes the payment of cash dividends
until certain conditions are met.
8
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Income (Loss) per Common Share
Net income (loss) per common share has been computed pursuant to the
provisions of Statement of Financial Accounting Standards No. 128, "Earnings per
Share." Basic net income (loss) per common share is computed by dividing net
income (loss) available for common stockholders by the average number of common
shares outstanding during each period. Net income (loss) available for common
stockholders represents net income (loss) less preferred and additional capital
contribution dividends. Diluted net income (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 income (loss)
available and sets forth the computation for basic and diluted net income (loss)
per share available for common stockholders.
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 30, MARCH 31, MARCH 30, MARCH 31,
2001 2000 2001 2000
---------- ----------- ----------- ----------
(Unaudited) (Unaudited)
NUMERATOR FOR BASIC AND DILUTED:
Net Income (Loss) $ 4,879 $ 19,408 $(11,958) $ 341
Preferred stock dividends (3,483) (1,655) (6,913) (3,294)
Additional capital contribution
dividends (1,180) -- (1,999) --
-------- -------- -------- --------
Net loss available for common
stockholders $ 216 $ 17,753 $(20,870) $ (2,953)
======== ======== ======== ========
DENOMINATOR -- SHARES:
Weighted average common shares
outstanding 59,824 59,824 59,824 59,824
(basic)
Add potential common shares:
Exercisable stock options -- -- -- --
Less antidilutive effect of
potential common shares -- -- -- --
-------- -------- -------- --------
Weighted average common shares
outstanding (diluted) 59,824 59,824 59,824 59,824
======== ======== ======== ========
NET LOSS PER COMMON SHARE:
Basic and diluted $ -- $ .30 $ (.35) $ (.05)
======== ======== ======== ========
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 does not currently have any derivative
instruments and therefore adoption of SFAS No. 133 did not have a material
impact on the Company's consolidated financial position or results of operations
for the three and six-month periods ended March 30, 2001.
9
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 2 - Liquidity
In April 2001, the Company submitted its financial plan to its lenders
under its syndicated credit facility, detailing operating initiatives that
reduce existing infrastructure and working capital requirements. Additionally,
the plan identified alternative sources of capital to repay the bank debt within
newly defined terms, which may include the sale of assets, debt refinancing and
additional equity infusions.
In May 2001, each of the lenders have indicated its support of a
restructuring of the Company's existing credit facility on general terms set
forth in a term sheet negotiated between the Company and its lenders, subject to
completion of documentation and formal approvals. Under the proposed terms of
the amended credit agreement, the Company believes it will be able to satisfy
all covenants during the remaining term of the agreement. Upon execution of the
amended agreement, the Company expects to reclassify the long-term portion of
borrowings from current liabilities to long-term debt in accordance with a
revised maturity schedule. The proposed terms of the amendment will extend the
final maturity of the credit facility from the previously agreed on date of June
30, 2002 to December 31, 2002. The Company anticipates entering into the amended
credit agreement by the end of May 2001.
The Company is continuing to pursue its effort of evaluating its capital
structure, finding alternative sources of capital to refinance its indebtedness,
and identifying assets for sale in order to meet its obligations under the
expected amended credit agreement.
The Company's existing credit facility includes, among other things,
quarterly financial covenants, which, if not met, allow the lenders to demand
repayment of all amounts outstanding. Based on the business plan and
performance, the Company expects to achieve its financial objectives, together
with management initiatives, which include an expense reduction program. The
Company was not in compliance with minimum interest coverage and maximum debt
ratio covenants at September 30, 2000, December 29, 2000 and March 30, 2001 and
therefore, outstanding borrowings under this facility continued to be classified
as a current liability as of March 30, 2001. As disclosed in the past, these
factors have raised doubt about the Company's ability to continue as a going
concern; however, management believes the current operating initiatives and the
expected amended credit agreement have mitigated this uncertainty.
Since September 2000, the lenders have granted the Company various
waivers with respect to its covenants that currently extend through May 22,
2001, and the Company expects to receive a waiver through May 31, 2001. In
conjunction with granting these waivers, the lenders accelerated the final
maturity of the term loan and the termination date for revolving credit
commitments from 2004 to 2002 and required the Company to submit a financial
plan through fiscal year 2002 which includes a proposal for the recapitalization
of the Company.
As of March 30, 2001, the Company was current on all principal and
interest payments due under the credit facility. In A 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 Company made its March 31,
2001 principal and interest payments. The April 30, 2001 principal payment has
been deferred with the approval of its lenders, and the Company expects that
payment will be part of the revised maturity schedule under the proposed credit
agreement.
10
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 cost during fiscal year 2000 that included severance
and other exit costs, inventory write-downs and cost 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 456 employees and 144 employees severed in the first half of
fiscal year 2001 and fiscal year 2000, respectively, as part of the Global
Restructuring and Optimization Plan.
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 MARCH 30,
2000 INCURRED 2001
------------- ---------- ----------
Severance and related expenses $12.2 $(5.9) $6.3
11
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 -- INVENTORIES
Inventories consist of the following:
MARCH 30, SEPTEMBER 30,
2001 2000
----------- -----------
(Unaudited)
Seed $285,239 $290,629
Unharvested crop growing costs 24,718 31,663
Supplies 9,518 10,995
-------- --------
$319,475 $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.
NOTE 6 -- SHARES OF COMMON STOCK
The number of authorized shares of Common Stock was increased from 158.0
million to 278.0 million and an equivalent increase in the number of authorized
shares of Class A Common Stock from 91.0 million to 211.0 million at the annual
meeting of stockholders of Seminis on March 14, 2001.
12
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. 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 period to period has also been affected by the impact
of acquisition accounting under purchase accounting principles, interest expense
attributable to acquisition financing and exposure to foreign currency
fluctuations.
RESULTS OF OPERATIONS
The table below sets forth Seminis' results of operations data
expressed as a percentage of net sales.
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 30, MARCH 31, MARCH 30, MARCH 31,
2001 2000 2001 2000
--------- --------- -------- ---------
(Unaudited) (Unaudited)
Net sales 100.0% 100.0% 100.0% 100.0%
----- ----- ----- -----
Gross profit 60.8 59.9 60.3 60.6
Research and development expenses 8.6 7.2 11.4 10.9
Selling, general and administrative expenses 30.8 27.9 39.4 37.9
Amortization of intangible assets 4.7 4.0 6.2 5.6
----- ----- ----- -----
Income from operations 16.7 20.8 3.3 6.2
Interest expense, net (7.6) (3.8) (8.4) (5.2)
Other non-operating expense, net (1.8) (1.5) (0.2) (0.7)
----- ----- ----- -----
Income (loss) from continuing operations before 7.3 15.5 (5.3) 0.3
income taxes
Income tax benefit (expense) (4.1) (5.1) 0.2 (0.2)
----- ----- ----- -----
Net income (loss) 3.2% 10.4% (5.1)% 0.1%
===== ===== ===== =====
13
SIX MONTHS ENDED MARCH 30, 2001 COMPARED WITH SIX MONTHS ENDED MARCH 31, 2000
Net Sales
Net sales decreased 13.1% to $232.7 million for the six months ended
March 30, 2001 from $267.8 million for the same period ended March 31, 2000. The
decrease primarily reflects a change in the company strategy of actively
pursuing market share, in order to consolidate its current worldwide leadership
in fiscal year 2000, to reducing costs and improving cash flow and profitability
in this fiscal year. Other factors include loss of sales due to the divestiture
of non-core businesses, climatic problems and the effect of currency
fluctuation. The Euro and the South Korean Won weakened during the first half of
fiscal year 2001 and were weaker overall compared to the same period of fiscal
year 2000. In constant dollars, and excluding the effect of businesses
discontinued, sales decreased 4.4% to $244.4 million for the first half of
fiscal year 2001 from $255.6 million in the first half of fiscal year 2000.
Geographically, sales decreased the sharpest in Europe and North America while
South America/Australia/New Zealand and the Far East sales improved slightly.
The Company's business is subject to seasonal fluctuations and, therefore, the
sales for the first half of a fiscal year are not necessarily indicative of
those to be expected in any other interim period or for an entire fiscal year.
Gross Profit
Gross profit decreased 13.4% to $140.4 million for the six months ended
March 30, 2001 from $162.2 million for the six months ended March 31, 2000.
Gross margin decreased to 60.3% for the six months ended March 30, 2001 from
60.6% for the six months ended March 31, 2000. The decrease was primarily due to
the Company's initiative to sell off low value seeds to improve working capital
conditions.
Research and Development Expenses
Research and development expenses decreased 8.9% to $26.6 million for
the six months ended March 30, 2001 from $29.2 million for the six months ended
March 31, 2000. The decrease was due to an approximate $2.0 million charge
related to Seminis' research incentive program recorded in the first half 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
half of fiscal year 2001.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased 9.5% to $91.8
million for the six months ended March 30, 2001 from $101.4 million for the six
months ended March 31, 2000. The decrease was primarily the result of headcount
reduction following the implementation of the Global Restructuring and
Optimization Plan and, in part, the impact of currency fluctuations.
Furthermore, the divestiture of certain non-core businesses accounted for $4.2
million of the decrease. The decrease was, however, partially offset by $2.6
million of facility moving costs and $1.9 million of consulting fees due to
restructuring initiatives.
Amortization of Intangible Assets
Amortization of intangible assets decreased 4.6% to $14.3 million for
the six months ended March 30, 2001 from $15.0 million for the six months ended
March 31, 2000. The decrease was primarily due to the effect of latter stages of
accelerated amortization of intangible assets related to purchase accounting.
Furthermore, the decrease was attributable 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.
14
Interest Expense, Net
Interest expense, net, increased 42.4% to $19.6 million for the six
months ended March 30, 2001 from $13.8 million for the six months ended March
31, 2000. The increase was primarily due to higher effective interest rates in
the current period compared to the same period last fiscal year. Furthermore,
the increase was 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.
Other Non-Operating Expense, Net
Seminis had other non-operating expense, net, of $0.4 million for the
six months ended March 30, 2001 as compared to $2.0 million for the six months
ended March 31, 2000. Other non-operating expense, net, for the six months ended
March 30, 2001 primarily consists of a foreign currency loss of $0.6 million
resulting from a U.S. dollar denominated loan in Holland and other income
resulting from the sale of fixed assets. Other non-operating expense, net, for
the six months ended March 31, 2000 included a foreign currency loss of $2.7
million and other income of $0.7 million primarily relating to the sale of fixed
assets.
Income Tax Benefit (Expense)
Income tax benefit was $0.4 million for the six months ended March 30,
2001 compared to income tax expense of $0.5 million for the six months ended
March 31, 2000. The decrease in income tax expense was the result of lower
consolidated pretax income and the mix of worldwide income tax rates.
THREE MONTHS ENDED MARCH 30, 2001 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2000
Net Sales
Net sales decreased 18.8% to $151.5 million for the three months ended
March 30, 2001 from $186.6 million for the same period ended March 31, 2000. The
decrease primarily reflects a change in the company strategy of actively
pursuing market share, in order to consolidate its current worldwide leadership
in fiscal year 2000, to reducing costs and improving cash flow and profitability
in this fiscal year. Other factors include loss of sales due to the divestiture
of non-core businesses, climatic problems and the effect of currency
fluctuation. The Euro and the South Korean Won weakened during the second
quarter of fiscal year 2001 and were weaker overall compared to the same period
of fiscal year 2000. In constant dollars, and excluding the effect of businesses
discontinued, sales decreased 9.3% to $159.9 million for the second quarter of
fiscal year 2001 from $176.3 million in the same period of fiscal year 2000.
Geographically, sales decreased the sharpest in North America and Europe while
the Far East sales posted a modest increase. The Company's business is subject
to seasonal fluctuations and, therefore, the sales for the second quarter of a
fiscal year are not necessarily indicative of those to be expected in any other
interim period or for an entire fiscal year.
Gross Profit
Gross profit decreased 17.6% to $92.2 million for the three months ended
March 30, 2001 from $111.9 million for the three months ended March 31, 2000.
Gross margin increased to 60.8% for the three months ended March 31, 2001 from
59.9% for the three months ended March 31, 2000. The increase was primarily due
to product mix, partially offset by the Company's initiative to sell off lower
value seeds to improve working capital conditions.
Research and Development Expenses
Research and development expenses decreased 2.9% to $13.1 million for
the three months ended March 30, 2001 from $13.5 million for the three months
ended March 31, 2000. The decrease was primarily due to a charge from the
incentive program taken in the prior year.
15
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased 10.2% to $46.7
million for the three months ended March 30, 2001 from $52.0 million for the
three months ended March 31, 2000. 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 currency fluctuations. Furthermore,
the divestiture of certain non-core businesses accounted for $2.4 million of the
decrease. The decrease was partially offset by $1.1 million of facility moving
costs and $1.1 million of consulting fees due to restructuring initiatives.
Amortization of Intangible Assets
Amortization of intangible assets decreased 7.4% to $7.0 million for the
three months ended March 30, 2001 from $7.6 million for the three months ended
March 31, 2000. The decrease was primarily due to the effect of latter stages of
accelerated amortization of intangible assets related to purchase accounting.
Furthermore, the decrease was attributable 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.
Interest Expense, Net
Interest expense, net, increased 62.6% to $11.5 million for the three
months ended March 30, 2001 from $7.1 million for the three months ended March
31, 2000. The increase was primarily due to higher effective interest rates in
the current period compared to the same period last fiscal year. Moreover, the
increase was also 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.
Other Non-Operating Expense, Net
Seminis had other non-operating expense, net, of $2.7 million for the
three months ended March 30, 2001 as compared to other non-operating expense,
net, of $2.8 million for the three months ended March 31, 2000. Other
non-operating expense, net, for the three months ended March 30, 2001 includes a
foreign currency loss of $3.0 million and other income of $0.3 million primarily
related to the sale of fixed assets. The foreign currency loss is primarily due
to a loss recorded by SVS Holland on its U.S. dollar denominated loan. Other
non-operating expense, net, for the three months ended March 31, 2000 includes a
foreign currency loss of $3.3 million and other income of $0.5 million primarily
relating to the sale of fixed assets.
Income Tax Expense
Income tax expense decreased 33.9% to $6.3 million for the three months
ended March 30, 2001 from $9.5 million for the three months ended March 31,
2000. The decrease in income tax expense was a result of lower pre-tax income
related to the aforementioned factors and the mix of worldwide income tax rates.
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.
16
Liquidity and Capital Resources
In April 2001, the Company submitted its financial plan to its lenders
under its syndicated credit facility detailing operating initiatives that
reduce existing infrastructure and working capital requirements. Additionally,
the plan identified alternative sources of capital to repay the bank debt within
newly defined terms, which may include the sale of assets, debt refinancing and
additional equity infusions.
In May 2001, each of the lenders have indicated its support of a
restructuring of the Company's existing credit facility on general terms set
forth in a term sheet negotiated between the Company and its lenders, subject to
completion of documentation and formal approvals. Under the proposed terms of
the amended credit, agreement, the Company believes it will be able to satisfy
all covenants during the remaining term of the agreement. Upon execution of the
amended agreement, the Company expects to reclassify the long-term portion of
borrowings from current liabilities to long-term debt in accordance with a
revised maturity schedule. The proposed terms of the amendment will extend the
final maturity of the credit facility from the previously agreed on date of June
30, 2002 to December 31, 2002. The Company anticipates entering into the amended
credit agreement by the end of May 2001.
The Company is continuing to pursue its effort of evaluating its capital
structure, finding alternative sources of capital to refinance its indebtedness
and identifying assets for sale in order to meet its obligations under the
expected amended credit agreement.
The Company's existing credit facility includes, among other things,
quarterly financial covenants, which, if not met, allow the lenders to demand
repayment of all amounts outstanding. Based on the business plan and
performance, the Company expects to achieve its financial objectives, together
with management initiatives, which include an expense reduction program. The
Company was not in compliance with minimum interest coverage and maximum debt
ratio covenants at September 30, 2000, December 29, 2000 and March 30, 2001 and
therefore, outstanding borrowings under this facility continued to be classified
as a current liability as of March 30, 2001. As disclosed in the past, these
factors have raised doubt about the Company's ability to continue as a going
concern; however, management believes the current operating initiatives and the
expected amended credit agreement have mitigated this uncertainty.
Since September 2000, the lenders have granted the Company various
waivers with respect to its covenants that currently extend through May 22,
2001, and the Company expects to receive a waiver through May 31, 2001.
In conjunction with granting these waivers, the lenders accelerated the final
maturity of the term loan and the termination date for revolving credit
commitments from 2004 to 2002 and required the Company to submit a financial
plan through fiscal year 2002 which includes a proposal for the recapitalization
of the Company.
As of March 30, 2001, the Company was current on all principal and
interest payments due under the credit facility. In a 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 Company made its March 31,
2001 principal and interest payments. The April 30, 2001 principal payment has
been deferred with the approval of its lenders, and the Company expects that
payment will be part of the revised maturity schedule under the proposed
credit agreement.
The Company has made significant strides in the enhancement of its cash
flow. As a result of the Global Restructuring and Optimization Plan, headcount
has been reduced by 13% since August 2000, products portfolio has been
streamlined, facilities have been consolidated and certain non-strategic assets
were sold. The reduction of operating expenses and the improved second quarter
cash flow performance attest to the positive strides the Company has made as a
result of the initiatives. Further savings are expected at the completion of the
aforementioned plan that will strengthen the cash position of the Company.
Net cash used in operating activities increased to $40.5 million for the
six months ended March 30, 2001 compared to $34.3 million for the six months
ended March 31, 2000 mainly due to support costs related to restructuring and
non-recurring expenses related to the Global Restructuring and Optimization
Plan, decreases in accounts payable, and lower overall sales from a change in
selling strategy. The increase was partially offset by a smaller increase in
accounts receivable and a decrease in inventory.
Capital expenditures decreased to $4.5 million for the six months ended
March 30, 2001 from $23.9 million for the six months ended March 31, 2000. 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 half of fiscal year 2001. Other investing activities for the six months
ended March 30, 2001 also included approximately $3.0 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 half of fiscal year 2001, $2.0 million of accrued dividends pertaining to
this transaction have been recorded.
Seminis' total indebtedness as of March 30, 2001 was $371.3 million, of
which $315.3 million were borrowings under the current credit agreement.
Additionally, $17.1 million, $9.7 million, $6.0 million, $4.1 million, and $2.3
million were borrowings by the United States, Chilean, Italian, Spanish, and
Korean subsidiaries, respectively, and $16.8 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 the 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 March 30, 2001.
17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk disclosures set forth in the 2000 Form 10-K has not
changed significantly through the second quarter ended March 30, 2001.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on March 14,
2001. At the Annual Meeting, Adrian Rodriguez Macedo, George C. Ball, Jr., Frank
J. Pipp, and Christopher J. Steffen were elected as directors of the Company.
Over 90% of the voting shares voted in favor of the election of the above
mentioned directors.
At the Annual Meeting, Stockholders approved an amendment of the
Certificate of Incorporation of Seminis to increase the number of shares of
Common Stock from 158,000,000 to 278,000,000, and an equivalent increase in the
number of authorized shares of Class A Common Stock from 91,000,000 to
211,000,000. This proposal received 140,397,069 votes for approval and 1,800,136
votes against approval, with 26,220 votes abstaining.
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 December 29, 2000 there have been no
material changes in legal proceedings discussed in such Form 10-K.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K for the quarter ended
March 30, 2001.
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
(d)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
(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
(g)10.11 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
April 30, 2001, effective April 30, 2001
20
EXHIBIT INDEX - (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(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 the December 29, 2000 Form 10Q.
(g) 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: May 14, 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)