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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 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 0-26519
SEMINIS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-0769130
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2700 CAMINO DEL SOL, OXNARD, CALIFORNIA 93030-7967
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(805) 647-1572
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
Seminis, Inc. as of December 17, 2001 was approximately $17.5 million.
The number of shares outstanding of the registrant's Class A Common Stock,
par value $0.01 per share and Class B Common Stock, par value $0.01 per share,
as of December 17, 2001 was 14,681,878 and 45,142,508 shares, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Stockholders of
Seminis, Inc. are incorporated by reference into Part III hereof.
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SEMINIS, INC.
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
TABLE OF CONTENTS
PAGE
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PART I
Item 1. Business...................................................................................... 3
Item 2. Properties.................................................................................... 13
Item 3. Legal Proceedings............................................................................. 14
Item 4. Submission of Matters to a Vote of Security Holders........................................... 14
Item 4A. Executive Officers of the Registrant.......................................................... 15
PART II
Item 5. Market Price of the Registrant's Common Equity and Related Stockholder Matters................ 16
Item 6. Selected Consolidated Financial Data.......................................................... 16
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 18
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.................................... 25
Item 8. Financial Statements and Supplementary Data................................................... 25
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.......... 25
PART III
Item 10. Directors and Executive Officers of the Registrant............................................ 26
Item 11. Executive Compensation........................................................................ 26
Item 12. Security Ownership of Certain Beneficial Owners and Management................................ 26
Item 13. Certain Relationships and Related Transactions................................................ 26
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................... 27
Exhibit Index............................................................................................ 28
Signatures............................................................................................... 30
2
PART I
ITEM 1. BUSINESS
OVERVIEW
Seminis is the largest developer, producer, and marketer of vegetable and
fruit seeds in the world. Seminis uses seeds as the delivery vehicle for
innovative agricultural technology. Seminis develops seeds designed to reduce
the need for chemicals, increase crop yield, reduce spoilage, offer longer shelf
life and create tastier foods with better nutrition.
Seminis focuses its research and development activities on products that are
likely to have practical market uses, create significant market value, command
premium pricing and capture leading local market share.
As a result, Seminis is creating and setting the foundation to capture value
through premium pricing at all steps of the vegetable and fruit production and
distribution chain: growers, distributors, processors, and consumers.
Seminis produces more than 60 species and 4,000 vegetable and fruit seed
products. Seminis markets its seeds through three full-line brands -- Asgrow,
Petoseed, and Royal Sluis -- and five specialty and regional brands. The product
lines marketed under these brands cover most species of vegetables and fruits,
including beans, beets, broccoli, Brussels sprouts, cabbage, carrots,
cauliflower, celery, Chinese cabbage, cucumbers, eggplant, leeks, lettuce,
melons, onions, peas, peppers, pumpkin, radish, spinach, squash, sweet corn,
tomatoes, and watermelon.
Seminis has established a worldwide presence and global distribution system.
Seminis markets seeds in over 120 countries, has 30 research and development
facilities, 29 screening farms in 19 countries and production sites in over 25
countries. This allows Seminis to remain close to local markets around the
world, adapt its products to any microclimate and meet the preferences of local
consumers.
Seminis was incorporated in 1999 under Delaware law and is the successor to
an Illinois corporation, Seminis, Inc., organized in 1994. The Company's
principal executive offices are located at 2700 Camino Del Sol, Oxnard, CA
93030-7967 (telephone (805) 647-1572) and its Internet address is
http://www.seminis.com.
INDUSTRY OVERVIEW
Over the past several decades, improvements in farm productivity have
allowed the agricultural industry to keep pace with growing food demand. While
many of the steps in agriculture -- tilling, planting and harvesting -- have
shown evolution over time, yield-enhancing technologies such as mechanization
and the use of hybrid seed and crop protection chemicals have allowed farmers to
meet the ever-growing demand for food. More recently, traditional breeding and
agritechnology application have opened a window of opportunity for the seed
industry to capture value through new business models transitioning from
suppliers of raw material (seeds) to growers, to the proposition of valuable
traits and characteristics of produce to consumers.
One of the biggest challenges of the 21st century will be to further develop
sustainable agricultural production systems that can meet the food and
nutritional requirements of the world's growing population. The United Nations
is projecting that world population will increase by 35% to 7.7 billion from
1995 to 2020, with 95% of the population increase expected in developing
countries. Given the limited amount of arable land, which is decreasing,
increases in agricultural production must come from improvements in agricultural
productivity through technology. In addition, there are concerns related to
human health and environmental impact in developed countries, to agricultural
production growth achieved through increased uses of chemical inputs such as
pesticides. Consequently, the burden of meeting increased demand for food rests
primarily on the emergence of new technologies and farming methods that
facilitate improvements in crop yields and replace existing agricultural
chemicals.
In developing countries, which have a relatively large vegetarian
population, vegetable and fruit consumption has grown over 75% from 1985 to
1996. Consumption of vegetables and fruits worldwide has increased approximately
50% in the same time period. However, vegetable and fruit yields have not kept
pace with consumption increases, growing only 18% per hectare since 1985. Given
current population estimates and consumption rates, consumption of vegetables
and fruits is expected to increase by 60% from 1996 to 2010. World production of
vegetables and fruits must increase to meet expected demand.
3
Two breakthroughs in plant science occurred in the 1980's that may
facilitate increased productivity and higher quality vegetables and fruits. The
first was the understanding of how genes, the fundamental components of the
genetic code, work in plants to produce traits such as disease resistance or
higher nutritional content. The second was the development of transformation
technology, which is a process to introduce new character traits into plants. By
using developments in plant breeding, biotechnology and plant-to-plant genomics,
leading vegetable and fruit seed companies are creating the changes in
productivity and quality necessary to provide sustainable vegetable and fruit
production growth.
In addition, vegetables and fruits are proven to be valuable in meeting
basic nutritional needs and in preventing disease. They also have very little
fat, are low in calories and contain vitamins and other nutritional compounds.
Diets high in vegetables and fruits protect against obesity and, thus, against
the risk of cardiovascular disease and stroke, and can also protect against
diabetes, iron-deficiency anemia and cataracts. According to the World Cancer
Research Fund and the American Institute for Cancer Research, there is also a
strong and consistent pattern showing that diets high in vegetables and fruits
can significantly reduce the risk of cancer. Seminis believes that vegetables
and fruits represent nature's most direct delivery mechanism for improved health
and nutrition.
The world's vegetable and fruit seed industry, with its unique combination
of nutritional benefits, local market adaptability, yield enhancing
technologies, year-round availability and streamlined production and
distribution system, is positioned to meet the world's growing need for healthy
and nutritious food products. Seminis' development of seeds that produce
disease-resistant, higher-yielding and healthier vegetables and fruits are of
growing importance for regional and global markets because of expected
increasing consumption of vegetables and fruits, along with a steady increase of
harvested land in vegetables and fruits.
STRATEGY
Seminis' vision is to apply appropriate use of technology to vegetable and
fruit seeds to enhance profitability throughout the vegetable and fruit
production and distribution chain. To realize this vision, Seminis expects to
capitalize on its competitive strengths, which include its ability to
consistently introduce new technology through product innovation, a strong
germplasm bank, well-established brand names and a worldwide distribution
system. Seminis distinguishes itself from its competitors by having a global
strategy that addresses local needs. Seminis intends to enhance its leadership
position in the global vegetable and fruit seed industry by expanding its
existing product lines and introducing high-quality, technologically innovative
seeds tailored to local preferences. To implement these strategies, Seminis
plans to:
- Enhance our leadership position in worldwide vegetable and fruit seed
market -- Seminis is the global leader in the vegetable and fruit seed
business with $420.5 million in net seed sales during fiscal year 2001.
- Expand our technology leadership position through continuous new product
innovations -- Seminis' new product development efforts utilize plant
breeding as its primary source of new products. While the company
invests in biotechnology research, less than 1% of its sales come from
genetically modified seeds. Seminis believes that over the long-term
biotechnology will be an important contributor of earnings to the
company. In 2001, Seminis was awarded 5 US patents.
- Capture enhanced value created by proprietary seeds -- As a result of
its innovative new product development efforts, Seminis has continued to
introduce new products that reduce input costs to growers and provide
enhanced consumer value.
VALUE CAPTURE STRATEGY
Seminis is in the process of implementing a global strategy to capture
value. It will leverage its worldwide germplasm base to create synergies amongst
previously separated breeding programs. R&D and sales efforts will be focused on
products and markets that offer the most potential. Special emphasis will be
given to properly priced current and new product pipeline of Seminis.
The development of seeds that produce pest-resistant, higher yielding
vegetables and fruits with better nutritional value is of growing importance
because of expected increases in consumption of vegetables and fruits, and
increased health consciousness. By using vegetable and fruit seeds that resist
diseases and insects, growers will increase their yield and save significant
costs by increasing the efficiency of use (cost/yield) of other farm inputs,
such as agricultural chemicals and labor. Processors and distributors benefit
from products with longer shelf life and/or reduced spoilage, sugar and solids
content, etc. Consumers benefit from healthier, tastier vegetables and fruits
that last longer and offer ready-to-eat convenience. Seminis attempts to enhance
its profitability by expanding the global vegetable and fruit seed market and
capturing a premium price for the benefit its products create throughout the
production and distribution chain.
4
Over the last year, Seminis has reviewed its regional product strategy
leveraging on brand recognition and breeding track record, while optimizing its
infrastructure in sales teams and streamlining its pipeline from over 6,000
products in FY2000 to just over 4,000 in FY2001. Seminis also initiated the
implementation of a value capture process to improve the global management and
profitability of Seminis' current product lines by bringing together multiple
functional disciplines to identify, create and capture the growth possibilities
and added-value potential offered by the industry.
Seminis believes it is well positioned to increase its growth rate and
profitability by capturing value from the vegetables and fruits value chain.
According to the Food and Agriculture Organization, worldwide area harvested for
vegetables and melons has been growing three times faster than other field crops
such as corn, cotton, wheat, with growth accelerating in the last decade to 3.2%
CAGR. Additionally consumption of vegetables and melons has been increasing at a
higher pace, growing in the last decade to 3.8% CAGR.
PRODUCTS
Seminis develops and produces vegetable and fruit seeds adapted to the local
conditions in which they will be grown. Local requirements are largely dictated
by environmental conditions, such as temperature or rainfall, specific
requirements for resistance to pests, retail demand for traits, such as shelf
life, and consumer preferences for flavor, ready-to-eat convenience and quality.
Seminis' depth of product lines enables growers to meet local market demands.
DEVELOPED COUNTRIES
In developed countries, the growth of the vegetable and fruit seed market is
primarily driven by a demand for foods with enhanced nutritive qualities and
increased consumer awareness of the health benefits of vegetables and fruits.
According to a 1996 consumer survey in the United States, 89% of consumers cited
nutritional reasons as to why they eat vegetables and 73% said that they would
pay more for healthier versions of the foods they eat. Seeds for the production
of vegetables and fruits in developed countries are predominantly hybrids to
ensure crop uniformity and productivity. Seminis estimates that, in the United
States, 85% of all vegetable and fruit seeds are hybrids.
DEVELOPING COUNTRIES
In developing countries the growth of the vegetable and fruit seed market is
largely driven by rapidly expanding population growth, global produce markets
and conversion from the use of open-pollinated seed to hybrid seed varieties.
Growers are realizing the value of hybrids and are increasingly converting to
hybrid seeds to obtain higher yields per acre, greater uniformity, greater
resistance to pests, diseases and environmental conditions and improved quality,
flavor and nutrition for consumers. Seminis develops and sells new hybrids
specifically designed for the local markets in developing countries. Given the
benefits of hybrid seeds, growers are often willing to pay a substantially
higher price for hybrid seeds than for open-pollinated seeds.
BRAND STRATEGY
Through its customer-focused, brand strategy, Seminis provides choices to
growers with respect to product, price, promotion and service. It also advances
Seminis' goal of providing growers with information to enable growers to
anticipate change in consumer trends rather than reacting to them. Seminis has
three full-line brands, Asgrow, Petoseed and Royal Sluis, each with its own
identity and positioning. Each brand through the years, has featured important
products in different regions and market segments, establishing highly valued
brand identity, which is being leveraged in the continuous introduction of new
products. Seminis also markets five specialized or regional brands, which enable
the Company to respond quickly to changing market needs, dietary preferences or
regional growing practices. These brands may focus on specialized growing
practices, such as greenhouse or protected culture, specific customer segments
within a sub-market, such as large lettuce growers in the southwestern United
States, or regional and cultural preferences, such as Asian vegetables or
fruited crops for the Middle East. With differentiated Seminis brands, growers
can exercise their options for choice while staying within the Seminis family.
Seminis believes that it can maintain and reinforce its competitive advantage
through the careful positioning of its brands.
FULL-LINE BRANDS
Seminis markets a full-line of seeds under its Asgrow, Petoseed and Royal
Sluis brands. These brands are well recognized for consistently developing and
marketing high quality seeds for most major vegetable and fruit species. Seminis
believes that its brands rank among the leading brands worldwide in the
vegetable and fruit seed market.
5
Asgrow and Petoseed enjoy high brand awareness in the United States
vegetable and fruit seed industry. According to a 1996 study, Asgrow has a 99%
brand-awareness rating among growers, while 88% of growers and dealers have a
high awareness of the Petoseed brand. In Europe, growers and dealers also have
high brand awareness of Seminis' brands. According to a 1997 independent
industry study of over 1,000 growers and distributors, there is a "high" to
"very high" awareness of Royal Sluis in many European countries, including
France, Italy, the Netherlands, the United Kingdom and Turkey. Similarly, Asgrow
and Petoseed have high brand awareness in many European markets, including
Asgrow in Italy and Petoseed in Spain.
Asgrow -- Asgrow was established in 1856 and was acquired by Seminis in
December 1994 from the Upjohn Company for $304.0 million. After the acquisition,
Seminis sold the Asgrow agronomics seed business for $240.0 million. Asgrow is
known for providing seeds that possess traits satisfying end-consumer demands
such as flavor, ready-to-eat convenience and quality. Its strong reputation has
been enhanced through its success with hybrids such as carrots and onions.
Asgrow is also strong in large seed species such as green beans, where Seminis
believes it has a U.S. market share of over 70%. Asgrow also has a strong
presence in many European countries.
Petoseed -- Petoseed was established in 1950 and was combined with the
Asgrow seed business in 1995 for $133.5 million. Petoseed has built its
reputation through pioneering work in hybrid tomato development, but expanded
its presence in the industry through its full-line of market-driven, innovative
products. This brand has strengths in many areas, including hot peppers, onions
and lettuce. Seminis believes that, worldwide, growers currently plant more
Petoseed hybrid jalapeno peppers than all other hybrid jalapeno brands combined.
Petoseed is known for consistently introducing new hybrids with multiple disease
resistance enhanced traits and increased field productivity.
Royal Sluis -- Royal Sluis was established in 1827 and was acquired by
Seminis in 1995 along with Petoseed. The acquisition of Royal Sluis, one of
Europe's largest vegetable seed companies, expanded Seminis' European presence.
Royal Sluis focuses on high-quality, cool season crops such as broccoli,
cabbage, carrots, cauliflower, leeks, lettuce and spinach. In addition to its
strong reputation for service and quality, Royal Sluis pioneered new seed
technology to improve seed quality and germination.
REGIONAL OR SPECIALTY BRANDS
In addition to its full-line brands, Seminis markets seeds through regional
or specialty brands, which are targeted to respond to the needs of local
markets. These needs are driven by dietary preferences, desire for local
products, specialized farm growing practices and local environmental and
climatic conditions.
Bruinsma -- Bruinsma was established in 1934 and was acquired by Seminis in
December 1994 along with Asgrow. Bruinsma's reputation was built on its
high-quality, protected crop varieties. Protected farming is a practice in which
crops are grown from high-value seed in greenhouses or plastic tunnels. This
practice continues to expand worldwide and is particularly reflected in European
markets, where protected farming is an effective means of meeting consumer
demand for vegetables and fruits with premium appearance. Bruinsma focuses on
the development and marketing of cucumber, pepper and tomato varieties under
protected conditions.
California -- California was established in 1972 by Petoseed. California is
best known for seeds bred to meet the consumer preferences and farming practices
of the Middle East. The California brand concentrates on cucumber, melon, squash
and tomato. California brand is also positioned to serve price sensitive
segments, mostly in developing countries.
Choong Ang -- Choong Ang was established in 1946 and was acquired by Seminis
in 1998 for $20.5 million. Choong Ang is one of the top vegetable and fruit seed
brands in South Korea. This brand has market strength in Chinese cabbage, hot
peppers, oriental melon, radish and watermelon.
Horticeres -- Horticeres, as a brand of the Agroceres vegetable seed
business, was acquired by Seminis in November 1998 for $19.7 million. Horticeres
is a leading brand in Brazil where it is known for beans, lettuce, okra, tomato
and tropical cauliflower.
Hungnong -- Hungnong was established in 1936 and 70% of the company was
acquired by Seminis in 1998 for $120.6 million. The remaining 30% was purchased
in fiscal year 1999 for $54.8 million. Hungnong is the leading vegetable seed
brand in South Korea. Hungnong is known for its strength in broccoli, cabbage,
Chinese cabbage, hot peppers and oriental radishes. Twenty-five percent of
Hungnong's sales occur outside of South Korea, with five percent outside Asia,
primarily in the United States.
6
SALES AND MARKETING
Seminis' product sales are widely diversified geographically, with Europe
representing the largest percentage of total sales outside of North and Central
America. The table below illustrates the breadth of Seminis' products and sales
for each geographic region.
FISCAL YEAR 2001 NET SEED SALES BY REGION
AS A PERCENTAGE
FISCAL YEAR 2001 OF TOTAL
GEOGRAPHIC REGION NET SEED SALES NET SEED SALES
- ----------------- ---------------- ---------------
(IN MILLIONS)
North and Central America ....................... $160.6 38.2%
Southern Europe ................................. 79.2 18.8
Northern and Eastern Europe ..................... 41.1 9.8
Middle East and Africa .......................... 37.8 9.0
South America/Australia & New Zealand ........... 43.9 10.4
Asia/Rest of World .............................. 57.9 13.8
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$420.5 100.0
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Seminis reinforces its brands' market positions through strategic planning,
pricing and communications. Seminis believes that, with its strong brands, it
has an advantage in the marketplace when introducing new products. The
reputation, reliability and trust associated with its brands can lend
credibility to new product claims.
Over the last year, Seminis has reviewed its regional brand strategy in
order to leverage on brand recognition and reputation, while optimizing its
infrastructure in sales teams and breeding programs. By doing so, Seminis
continues to provide new products in a way that will support brand identity and
positioning.
Seminis sells its brands worldwide by using a wide range of distribution
strategy involving direct sales, dealers, distributors and importers. Largely
driven by local market needs, Seminis' distribution strategy for each geographic
region is designed to maximize the market penetration of its brands. As a result
of the new strategic plan implemented in November 1999, Seminis' brands in North
America are being sold through a unified sales force and distributed primarily
through a dealer network throughout most of North America, while in the South
East US, as well as to specialty customers, sales are primarily directed to the
grower/shipper. In Europe, Royal Sluis, Petoseed and Asgrow are typically sold
through dealers and sales agents. In the Middle East, Petoseed is Seminis' top
brand and is sold through distributors.
While an important proportion of its sales are direct to growers, Seminis
also fosters close relationships with dealers and distributors. Where there is a
market need, Seminis uses these dealers as an outside direct sales force.
Dealers extend the Seminis brands' ability to reach growers in areas where there
are geographic or other limitations to direct sales efforts. Seminis is highly
selective in the dealers and distributors chosen to represent its brands.
Dealers are selected based on shared vision, technical expertise, local market
knowledge and financial stability. In addition, Seminis builds
dealer/distributor loyalty through an emphasis on service, access to breeders,
joint trials, ongoing training and extensive promotional material support.
ACQUISITIONS
All of the sectors of the agricultural industry have experienced significant
consolidation during the past several years. Consolidation at the upstream end
of the production chain -- among chemical, seed and biotechnology companies --
has been driven primarily by developments in agricultural technology and the
need to secure access to the best available seed germplasm.
In agronomic crops such as corn, cotton, soybeans, wheat and rice, the
consolidation has been led by major agrochemical/biotechnology companies such as
Monsanto, Dow, DuPont and recently Bayer. These companies have invested in the
seed industry to access delivery systems for their biotechnology products.
Access to the best available germplasm has become a key competitive priority in
the industry. In vegetable and fruit crops, access to germplasm is an equally
important competitive issue. The company with access to the best available
germplasm will have the strongest position in the delivery system for future
generations of biotechnology products.
7
ACQUISITION PHASE
Seminis' core business was created through the acquisition of the Asgrow
seed business from the Upjohn Company in December 1994 and the subsequent
combination of the Asgrow business with the Petoseed and Royal Sluis businesses
in October 1995. Each of these full line brands has a long history - Asgrow for
145 years, Petoseed for 51 years and Royal Sluis 174 years.
Seminis has been in the forefront of the consolidation of the vegetable and
fruit seed industry and has completed ten acquisitions since its formation in
1994. Seminis has used acquisitions as a cost efficient way to gain access to or
ownership of key technologies, patents and germplasm collections, to add
developed and proven products to its portfolio and to enter new and established
markets. During fiscal 1994, Seminis acquired Asgrow Seed Company from Upjohn
and in 1995, it was merged with Petoseed and Royal Sluis. In 1997 Seminis
acquired Seneca, a company that focused on hybrid sweet corn for the United
States and Canadian markets and a 20% interest in Yates Vegetable Seed Company,
that placed its focus in the business of cauliflower, lettuce and onions for the
Australian, European and North American markets. Yates also distributed the
Asgrow and Genecorp brands in Australia. In fiscal 1998 Seminis completed four
acquisitions, including the purchase of a 50% stake in LSL PlantScience LLC to
add a new line of tomato varieties, the acquisition of two South Korean
companies, Hungnong Seed Co., Ltd. and Choong Ang Seed Co., Ltd., to enhance its
product lines for the Asian market, and the acquisition of Nath Sluis to broaden
its product lines in India. In November 1998, Seminis acquired the seed business
of Sementes Agroceres, S.A., a Brazilian company, to strengthen its presence and
product lines in South America.
The rapid growth through acquisitions created a highly complex operation
that impacted the Company's results. An increasing inventory and accounts
receivable as well as production and quality assurance were some of the main
problems that the company confronted at that stage. Given Seminis' current
situation, the company established concrete plans to accelerate the integration
and consolidation process. This would be achieved by implementing a day-by-day
production and operation control system and establishing information systems and
procedures aimed at integrating acquisitions, leveraging their synergies and
increasing overall control.
INTEGRATION PHASE
Upon the acquisitions, Seminis began a process to integrate the companies
and develop a Seminis culture. The main focus was to build a management team,
stabilize the brands and link research with the market. Seminis also began the
development of key managerial systems and the implementation of SAP. To date SAP
has been implemented in the U.S., Holland, France, Belgium, Germany and it is
under evaluation in Spain and Italy. Seminis has also developed key systems,
unique to the industry, for the management of seed production, operations and
sales forecasting.
GLOBAL OPTIMIZATION PHASE
During fiscal 2000, Seminis initiated the consolidation phase and launched
the Global Restructuring and Optimization Plan aimed at cost reduction,
worldwide inventory management, rationalization of facilities and products and
divestiture of non-operating and non-strategic assets.
In August of fiscal 2000, Seminis changed its operating management. Under
the new leadership, Seminis rapidly restructured to a more horizontal
organization, narrowing and deepening the scope of each operational area through
a more focused organization. The main focus of the organization was immediately
shifted away from a market share growth strategy to a cash flow and
profitability orientation.
NEW PRODUCT DEVELOPMENT
Seminis relies heavily on plant breeding supplemented with molecular and
cellular technology to create continuous new product innovations. Seminis
focuses its internal product development activities on products that are likely
to have practical market applications, create significant market value, command
premium pricing and capture leading local market share.
Seminis currently owns or has pending over 160 patents in such areas as
virus resistance, product quality, breeding technology, gene expression, cell
selection and resistance genes. A total of 5 patents were issued in FY2001. In
addition, Seminis has protected more than 403 varieties under plant variety
protection laws and has applications pending on an additional 171 varieties.
8
PRODUCT DEVELOPMENT STRATEGY
Seminis' new product development efforts utilize plant breeding, proprietary
technology, biotechnology, plant-to-plant genomics and plant pathology to
introduce innovative products to the marketplace in an efficient and
cost-effective manner. Seminis augments its internal product development efforts
through technological alliances with leading companies, research institutions
and universities. Seminis believes that its internal research and development
capability and access to innovative technology, coupled with its extensive
germplasm resources, position it to best meet the changing demands and
preferences of growers and end-consumers and increase its market share and
global reach.
PRODUCT DEVELOPMENT PLATFORM
Seminis conducts research and development activities in 59 locations
throughout the world, including 17 in North America, 13 in Europe, 2 in the
Middle East, 4 in South America and 23 in Asia. By diversifying its research and
development geographically, Seminis is able to take advantage of local breeding
resources and many different microclimates. It is also better able to tailor its
products to local tastes and preferences.
Each region of the world has unique requirements for the production of
vegetables and fruits. These requirements are driven by local environmental
conditions such as temperature or rainfall as well as local consumer preference
such as very sweet pink tomatoes in Japan or more acidic red tomatoes in Italy.
Seminis maintains an internally developed, proprietary database that contains
information on local production and local consumer needs. Seminis has compiled
the information in this database to enable its plant breeders and marketing and
sales personnel to more effectively design new products to meet the needs of
local markets.
Seminis believes it has the largest research and development staff in the
vegetable and fruit seed industry, with over 715 full-time people employed in
research and development functions, including over 119 professionals with Ph.D.
or M.S. degrees, including 90 plant breeders, 13 biotechnologists and 16
pathologists. Seminis' plant breeding staff is structured by groups of related
crops (families). Within each family, breeding is further structured by species
to enhance product development efficiencies and adequately respond to changing
consumer demands and preferences. All plant breeders have access to technology
developed from Seminis' biotechnology, biochemistry and pathology laboratories.
Seminis fosters competition among its brands and breeders to ensure that new
product development is achieved in an aggressive timeframe.
GERMPLASM
Seminis owns what it believes is the largest vegetable and fruit germplasm
bank in the world. Seminis' germplasm bank is its key strategic asset.
Germplasm, Seminis' bank of genetic information, is contained in millions of
seeds. These seeds capture the characteristics of vegetables and fruits grown
for Seminis' customers in different regions of the world, including input
traits, such as resistance to pests and adverse weather conditions, and output
traits, such as crop yield, color, texture, flavor and ready-to-eat convenience.
This extensive germplasm resource is extremely difficult to replicate, having
been developed through more than 100 years of intensive research and development
efforts.
The merger of the Petoseed, Asgrow and Royal Sluis germplasm, plus the
additions of germplasm from Bruinsma, Seneca, Hungnong, Choong Ang, Nath Sluis
and the Agroceres vegetable seed businesses, has created a very diverse
germplasm resource. The strength of Seminis' germplasm is its extensive
diversity of materials available and the genetic characteristics contained in
this germplasm. Seminis' breeders utilize its germplasm, as well as its
proprietary technologies, to develop innovative products suitable to the needs
of different markets and conditions. Seminis' extensive germplasm base is the
basis for continued development of innovative products and future growth.
TECHNOLOGY
Seminis' product development technology positions it as one of the leaders
in agricultural innovation. The time and capital required for the development of
new products represent the most formidable barrier to entry in the vegetable and
fruit seed industry. On average, it takes five to twelve years for a proprietary
variety to reach commercial viability. Seminis works to minimize failure in the
market by focusing on identifiable market needs and opportunities, while
reducing time-to-market and development costs. Seminis employs biotechnology,
biochemistry, tissue culture, dihaploids, cytoplasmic male sterility and
molecular markers to enhance its plant breeding programs and improve the
efficiency of its new product development efforts.
9
Breeding -- Seminis maintains significant breeding programs for 28 major
vegetable and fruit species that yield over 300 different varieties each year.
No other company has the scope of product development in vegetable and fruit
crops. Seminis' breeding strategy is to create vegetable and fruit hybrids and
varieties with combinations of traits that are superior to principal competitor
hybrids and varieties and that meet or anticipate the changing demands of the
market. These improved traits include varieties that are economical to produce,
have high field and marketable yields, possess superior disease resistance,
environmental tolerance and nutritional content and have long shelf lives,
superior processing characteristics and consumer benefits such as improved
taste, appearance and nutrition and ready-to-eat convenience.
Plant and Genetic Technology -- Through the use of its proprietary
processes, Seminis enhances the efficiency of its breeding programs by enabling
its breeders to identify and incorporate important plant traits into breeding
lines, while significantly reducing the lead-time necessary to introduce
commercially viable products. These proprietary processes include the use of
tissue culture, dihaploid breeding, cytoplasmic male sterility, molecular
markers, genomics and biotechnology.
Plant Pathology -- Vegetables and fruits are susceptible to diseases that
can affect yield as well as quality of the final product. In order for Seminis'
plant breeders to develop vegetable and fruit varieties resistant to diseases,
Seminis believes it has established the largest plant pathology group in the
industry to identify and understand diseases important in vegetables and fruits.
With 14 scientists in a network of laboratories throughout the world, Seminis is
currently working on more than 100 different diseases, targeting those that have
the greatest impact on commercial vegetable and fruit production.
As a result of these efforts, Seminis leads the industry by providing the
widest range of disease resistant hybrids that require reduced or no chemical
applications while enhancing growers' yield potential. Its plant pathology
resources also enable Seminis to maintain rigorous quality control standards.
All seed-lots are screened for a wide variety of diseases that could be carried
on the seed. Lots that may be contaminated are treated to destroy the disease
organisms or are destroyed.
STRATEGIC RELATIONSHIPS
Seminis actively seeks access to technology applicable to vegetables and
fruits from companies, research institutions and leading universities. Either
directly or through Savia, majority owner of Seminis, the Company has over 100
technology agreements providing it access to germplasm, genes, technology,
patents and proprietary knowledge. Seminis' major strategic relationships
include technology agreements with Monsanto, the John Innes Center, Bionova
Holding Corporation, an affiliate of Savia, and Mendel Biotechnology, Inc. As a
result of its broad technology alliances, Seminis has relative freedom to
operate in the vegetable and fruit seed market.
Monsanto Technology Collaboration Agreement. Monsanto is a worldwide
manufacturer and seller of a diversified line of agricultural products,
nutrition and consumer products and pharmaceuticals, with leading agricultural
biotechnology. Monsanto has made significant investments in the development of
technologies useful in the identification, transfer and expression of genes in
plants. Monsanto and Savia executed a worldwide, non-exclusive agreement in
January 1997, which provides Seminis access to Monsanto biotechnology applied to
vegetables and fruits. Seminis gains early insight into new technologies being
developed by Monsanto for agronomic crops that can also improve the input and
quality characteristics of vegetables and fruits.
Through the agreement, Seminis has access to numerous Monsanto patents and
pending patents covering the use of selectable markers, a range of promoters
which control gene expression and the agrobacterium transformation system, a
common means of transferring genes into plants. It also has access to a range of
valuable traits such as Roundup Ready(R) weed control, Bt insect resistance and
genes for disease control and quality traits. By partnering with Seminis,
Monsanto is able to leverage its research and development investment across the
broadest spectrum of crops.
John Innes Center Technology Agreement. The John Innes Center and Sainsbury
Laboratory are premier agricultural research institutions located in Norwich,
England. John Innes has built a substantial technology position for traits
involved in improving plant yield, quality and growth characteristics of
vegetable crops. On December 1, 1997, John Innes and Savia entered into a
five-year agreement which provides Savia and its affiliates with access to
significant plant disease control technology that will improve its capability to
develop broad fungal disease resistance and enhanced nutritional and health
benefits from vegetables.
Bionova Holding Corporation Research Agreement. Bionova, an affiliate of
Savia, is a biotechnology company focused on developing novel genes for seed and
vegetatively propagated plants like strawberries, bananas and grapes. Under the
research agreement between Bionova and Seminis, Seminis funds research at
Bionova for specific vegetable and fruit crop projects, principally in early
stage molecular biology research related to the introduction of Monsanto genes
into vegetables and fruits. The agreement also
10
provides access to other genes and technologies including transwitch technology,
pea and pepper transformation and agrobacterium transformation. The results of
this funded research are the exclusive property of Seminis. Under the terms of
the agreement, Seminis pays royalties on all products that are commercialized
using Bionova technology.
Mendel Biotechnology Equity Participation and Research Agreement. Mendel
Biotechnology studies the structure and function of genes using a mustard plant
species, Arabidopsis thaliana. This plant is particularly well suited for basic
discovery research due to its small size and simple genetic structure. Seminis
has a license agreement with Mendel Biotechnology to access genes for the
improvement of plant growth and development. In conjunction with Savia's equity
stake in Mendel Biotechnology, Savia and Mendel Biotechnology have a technology
agreement which provides Seminis access to genes and technology developed by
Mendel Biotechnology's genomics effort in vegetables and fruits.
Other Technology Agreements and Collaborations. Seminis actively develops
collaborations and acquires technologies from private corporations, research
institutions and leading universities. Seminis believes that its investment in
technology agreements and collaborations reduces the cost and risk normally
associated with new product development, as Seminis utilizes collaborators for
most of its basic research. Seminis typically shares the value created as a
result of its agreements and collaborations with its partners once a product
reaches commercialization.
PRODUCTION AND OPERATIONS
Seminis typically contracts with seed growers to produce its seeds. It also
produces seed on company-owned farms. Seminis provides the producer with male
and female "parent" lines, which are multiplied into commercial quantities of
hybrid seed. The producer returns the hybrid seed to one of Seminis' production
facilities for cleaning, quality control, packaging and climate controlled
storage, prior to sale to the customer.
Seminis' seeds are produced both domestically and internationally in over 30
countries in the Northern and Southern Hemispheres to mitigate growing risks
associated with weather or disease in any one region. In the United States,
Seminis produces seed in Arizona, California, Idaho, Oregon and Washington
through contract production with high-quality, dependable growers. Seeds are
produced internationally through subsidiaries in Argentina, Canada, Chile,
France, Guatemala, Hungary, Italy, Mexico, New Zealand, Peru, South Africa,
South Korea, Thailand and the Netherlands, and through exclusive agents using
proprietary Seminis technology in Australia, China, Czech Republic, Denmark,
Ecuador, Germany, India, Israel, Italy, Japan, Latvia, New Zealand, Romania,
Slovakia, South Africa, Taiwan, Tanzania, Turkey and Vietnam.
By geographically diversifying its production facilities, Seminis can
schedule its planting on a year-round basis, maximize yield, reduce inventory
requirements and ensure adequate supplies. In addition, Seminis manages the
availability of quality products throughout the world by maintaining production
capabilities for each variety in two locations in each hemisphere. For example,
a new variety with strong, unanticipated demand in the Northern Hemisphere can
be supplied by using additional production from the Southern Hemisphere.
Seminis controls contract production, globally, by providing on-site
management and technical personnel to oversee the production process. Seminis
supplies producers with stock seed, specialized hybridizing techniques and
specialized sowing and harvesting equipment to ensure product quality.
Production is split among numerous species, ranging from hand-labor intensive
hybrid crops such as peppers and tomatoes, to machine planted and harvested seed
crops such as peas, beans and corn. Product quantities are determined by
long-term sales forecast, product safety stock in inventory and the production
history for the region and product.
Seminis has its main processing facilities in California, Idaho/Washington,
Chile, and the Netherlands, and auxiliary processing centers in New Zealand,
Hungary, and South Korea. The location of seed processing centers is intended to
facilitate the flow of seed from production areas to major markets. Seminis'
planning department utilizes a specially designed logistics system, which
integrates the planning functions in production, operations and sales. The
implementation of this system has provided real time information about inventory
from crop in ground to finished and available inventory for sales over a
four-year time horizon. Using better information systems and efficient capacity
utilization, Seminis expects to complete the consolidation and rationalization
of its operations over the next year.
11
QUALITY ASSURANCE
The mission of the Quality Assurance program is to ensure that Seminis'
products and services perform at a level of excellence that meets or exceeds the
expectations of the Company's internal and external customers. Quality Assurance
oversees an extensive program that is designed to build quality into the seed,
beginning at the breeder level, continuing through production, processing and
sale of the commercial seed. The Product Quality Evaluation group conducts
extensive fieldwork in molecular purity, hybridity and identity analysis,
germination and physical purity evaluations and in testing the general health of
the seed. The Product Quality Improvement group works closely with Operations,
Production, Inventory Management and Customer Service to build in the quality of
the seed from the very beginning. This goal is accomplished by defining
procedures, guidelines and criteria to be applied along the process, as well as
monitoring the correct application. Also included are field inspections,
monitoring seed conditioning and treatment processes, and ensuring the proper
allocation of seed. The program also interfaces with the customers to ensure
their satisfaction with our products and services. The recently created Quality
Intelligence Center focuses on gathering, organizing, analyzing and supplying
quality related information to all the areas involved in the supply chain.
Through this Center, Seminis capitalizes on the experience and historical
information available to the Company across regions and functions. The three
groups, Product Quality Evaluation, Product Quality Improvement and Quality
Intelligence Center, work in conjunction to create a strong Quality Assurance
program that accomplishes its mission to benefit Seminis and its customers.
COMPETITION
Seminis faces direct competition from technological advances by competitors
such as other seed companies, chemical and pharmaceutical companies and
biotechnology companies, many of which have substantially greater resources than
Seminis. To remain competitive, Seminis expends 10% of its revenue in research
and development and strives to maintain technological alliances.
INTELLECTUAL PROPERTY
Seminis uses a wide array of technological and proprietary processes to
enhance its germplasm and product development programs. These technologies and
proprietary processes enable Seminis to create novel product concepts and reduce
the time to market by, in many cases, two to five years. Seminis files for
patents on technology that is patentable, although it does not file for patents
on all potentially patentable technologies. Seminis currently owns or has
pending patents in such areas as virus resistance, product quality, breeding
technology, gene expression, cell selection and resistance genes, including 43
issued or allowed patents in Australia, Canada, France, Germany, Great Britain,
Italy, the Netherlands, South Africa, and the United States. Seminis currently
has 126 patent applications filed, or pending, in Argentina, Australia, Brazil,
Canada, Chile, China, the European Union, Hungary, India, Indonesia, Israel,
Japan, Mexico, New Zealand, Romania, South Korea, Saudi Arabia, Spain, Thailand,
Turkey, Ukraine and the United States.
Intellectual property rights protect Seminis products and technologies from
use by competitors and others. Intellectual property rights of importance for
Seminis include utility patents, registrations under plant variety protection
laws and trade secrets. Intellectual property rights focus on open-pollinated
varieties, parental lines, traits and gene technologies related to hybrid
varieties, novel traits, novel breeding technologies, molecular markers and
disease resistance.
In many countries, including the United States, the European Union and
Japan, plant varieties can be protected under laws which grant rights to plant
breeders to protect their seeds, including the right to prevent third parties
from importing or exporting, storing, processing, reproducing or selling
protected varieties within the territory of protection. Seminis has protected
403 plant varieties under plant variety protection certificates or plant variety
right certificates in the United States, the European Union, and other
countries. Seminis has filed another 171 applications for plant variety
protection in the United States and the European Union.
Seminis intends to continue developing comprehensive intellectual property
and protection through utility patents, including key varieties and parent
lines. Seminis will also aggressively expand protection of its varieties and
parent lines through plant variety rights. Proprietary technologies not
protected under these mechanisms are protected under trade secret laws.
REGULATION
The developing, testing and commercialization of seed products are subject
to legislation and regulation in various countries. These regulations may govern
genetic exclusivity, environmental concerns, product viability, performance and
labeling. While regulation adds a cost of doing business to the industry, it
also provides protection for research and development investment in new
products, thereby encouraging continued new product development.
12
REGISTRATION PROCESS
Variety registration varies from country to country, but generally each
variety must be phenotypically unique. That is, the size, color, maturity and
quality must be verifiably different from the varieties that already exist in
the market. Once a variety is registered it cannot be changed. In the United
States, the registration process is voluntary and determination that a variety
is unique is left to the breeder. In Europe, and many other countries, the
registration process is regulated and determination of uniqueness is made in
official trials.
PHYTOSANITARY CERTIFICATION
The purpose of phytosanitary requirements is to prevent the spread of plant
diseases that can be carried on seed or other plant tissue. Each seed-producing
country has agricultural inspectors that check the seed crops for the presence
of specified diseases. After these crops are harvested, laboratory tests are
also conducted to ensure that the seed is clean. Having passed the inspection
and lab tests, the department or ministry of agriculture of the producing
country issues a phytosanitary certificate stating that the seed is free of
specified diseases. Importing countries then allow the seed to cross their
borders on the basis of these certificates.
LABELING OF GENETICALLY ENGINEERED PRODUCTS
There are no worldwide, accepted regulations for genetically engineered
products. Consequently, Seminis is required to seek and obtain regulatory
approvals in each country where seeds will be sold and where the harvested
produce will be exported. In the European Union and Switzerland, labeling of
genetically engineered products is mandatory, whereas in other countries, such
as Canada and the United States, labeling is required only if there is a
compositional change or a health risk associated with the product. Japan,
Australia and New Zealand are considering labeling requirements. Other regions
where Seminis sells products either have labeling requirements similar to the
United States or have no labeling requirements. Seminis will comply with the
labeling requirements of each country in which it conducts business.
ENVIRONMENTAL REGULATION
Seminis' business is not sensitive to, or highly regulated by, environmental
laws. Seminis uses various equipment which is subject to federal, state and
local clean air and water regulations. Also, Seminis' research and quality
assurance divisions conduct various agricultural growing operations utilizing
chemicals routinely used in any farming operation. Seminis' foreign operations
are also subject to laws of foreign jurisdictions as to environmental matters.
Seminis believes it is in full compliance with these laws.
In its operations, Seminis uses very limited amounts of materials or matters
which have been categorized as "hazardous substances." Seminis believes that its
use has always been in full compliance with all applicable laws, rules and
regulations.
Seminis has no knowledge of any current, pending or threatened citation or
complaint, civil or criminal, relating to any alleged violation of any law, rule
or regulation relating to any environmental matter.
EMPLOYEES
As of September 30, 2001, Seminis had approximately 2,993 employees. Seminis
believes it has good relations with its employees.
ITEM 2. PROPERTIES
In fiscal year 2000, Seminis relocated to its new worldwide headquarters and
processing facility located in Oxnard, California, USA. This facility is
equipped with some of the highest quality state of the art seed processing
equipment and has been specifically designed with optimum storage conditions for
vegetable seed, to further ensure high quality seed inventory. Within the
production process, Seminis directly controls significant, open-field production
capacity in Chile, Mexico and Peru on land predominantly owned by Seminis.
Seminis' main greenhouse production facilities are located in Mexico, on sites
owned by Seminis, and in Chile, the Netherlands and France, on sites owned by
Seminis, but contracted out to third parties who grow seeds exclusively for
Seminis.
Seminis maintains several facilities throughout the world, equipped to
handle seed harvesting, cleaning, sizing, treating, testing and packaging. In
addition to Seminis' Worldwide Headquarters, the company owns and operates
production and processing facilities in Idaho, Washington, Chile, France, New
Zealand, South Africa, South Korea, Thailand, the Netherlands, Brazil, Italy,
India and Hungary.
13
Seminis conducts its research primarily at 6 company-owned research centers
in France, Italy, South Korea, the Netherlands and the United States. Seminis
owns 43 and leases 18 additional research facilities.
ITEM 3. LEGAL PROCEEDINGS
Seminis 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.
In November 1998, Seminis received notice from Monsanto of a complaint filed
by Pioneer Hi-Bred International, Inc. in the United States District Court for
the Southern District of Iowa against Asgrow Seed Company LLC. The complaint
alleges violations of the Lanham Act, misappropriation of trade secrets and
other common law causes of action. Monsanto claimed that indemnities provided by
Seminis to Monsanto in connection with Seminis' sale of the Asgrow agronomics
business to Monsanto covered the claims in Pioneer's complaint. Also in November
1998, Seminis provided notice to Pharmacia & Upjohn that in connection with
Seminis' acquisition of the Asgrow Seed Company and the subsequent sale of the
Asgrow agronomics business Upjohn agreed to indemnify Seminis and Monsanto in
connection with the matters asserted in Pioneer's complaint. On October 18,
1999, Pharmacia & Upjohn, Monsanto Global Seed Group and Monsanto Company were
added as defendants in the Pioneer/Asgrow litigation. In early November 1999,
Asgrow, UpJohn and Monsanto each answered Pioneer's amended complaint. Seminis
still does not believe that it has any material exposure in connection with this
litigation.
As part of the formation of LSL PlantScience, LSL Biotechnologies
contributed certain agreements between LSL Biotechnologies and a third party.
These agreements contain provisions that permanently restrict the third party
from engaging in the development or marketing of open field tomato seeds having
long-shelf-life characteristics in certain areas in the world, including North
America. The Antitrust Division of the United States Department of Justice has
filed suit against LSL PlantScience, LSL Biotechnologies and Seminis to delete
these restrictive provisions. Seminis continues to believe that there will not
be a material impact upon its business if the Department of Justice is
successful in deleting the restrictive provisions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to shareholders during the last quarter of the
year covered by this report.
14
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table shows our current executive officers and their areas of
responsibility. Biographies are included after the table.
NAME AGE TITLE
---- --- -----
Alfonso Romo Garza................... 51 Director, Chairman of the Board and Chief Executive Officer
Eugenio Najera Solorzano............. 54 Director, President and Chief Operating Officer
Gaspar Alvarez Martinez.............. 46 Vice President and Worldwide Corporate Comptroller
Enrique Fernando Osorio Lopez........ 50 Vice President of Treasury, Investor Relations and Information Technology
Jorge Barrera Gutierrez.............. 63 Secretary
Alfonso Romo Garza has been the Chairman of the Board of Seminis since
October 1995 and Chief Executive Officer of Seminis since January 1, 2000. Mr.
Romo has been Chief Executive Officer of Pulsar Internacional, S.A. de C.V., an
affiliate of Savia, since 1984. Mr. Romo has also been the Chairman of the Board
and Chief Executive Officer of Savia since 1988, and the Chairman of the Board
Seguros Comercial America, S.A. de C.V since 1989. Mr. Romo is also a director
of Cementos Mexicanos, S.A. de C.V.
Eugenio Najera Solorzano has been a Director of Seminis since May 1998. Mr.
Najera has been President & Chief Operating Officer of Seminis since August
2000. Since August 1997, Mr. Najera has been in charge of new business
development at Savia. From November 1992 to September 1997, Mr. Najera was the
Chief Operating Officer of Cigarrera La Moderna, S.A. de C.V. Mr. Najera is a
director of Savia and Bionova.
Gaspar Alvarez Martinez has been Vice President and Worldwide Corporate
Comptroller since December 2000 and was Worldwide Finance Director of Seminis
since January 2000. Prior to joining Seminis, Mr. Alvarez served as a Director
of the Controlling and Financial Planning areas of Savia, S.A. de C.V.
Enrique Fernando Osorio Lopez has been Vice President, Treasury, Investor
Relations and Information Technology of Seminis since July 2001, and previously
served as Vice President, Treasury and Investor Relations of Savia, S.A. de C.V.
from June 1994 through June 2001.
Jorge Barrera Gutierrez has been Secretary of Seminis since February 2001.
Mr. Barrera is Legal Counselor of Savia, S.A. de C.V., and also a director of
Savia since 1970. He is also a director of Empaques Ponderosa, S.A. de C.V.
since 1998.
15
PART II
ITEM 5. MARKET PRICE OF THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
MARKET INFORMATION FOR COMMON STOCK
Seminis' Class A Common Stock began trading on the NASDAQ National Market
System on June 30, 1999 and the initial public offering of Seminis' Class A
Common Stock was completed on July 5, 1999. Seminis shares of Class A Common
Stock are traded under the symbol SMNS. The following table sets forth, for the
quarters ended December 31, 1999, March 31, 2000, June 30, 2000, September 30,
2000, December 31, 2000, March 31, 2001, June 30, 2001 and September 30, 2001,
the high and low prices as reported by the NASDAQ National Market System:
QUARTER HIGH LOW
------- ------- -------
October 1, 1999 through December 31, 1999 ....... $9.6250 $5.0000
January 1, 2000 through March 31, 2000 .......... 7.1875 4.1562
April 1, 2000 through June 30, 2000 ............. 6.4375 2.5000
July 1, 2000 through September 30, 2000 ......... 4.0000 1.0000
October 1, 2000 through December 31, 2000 ....... 1.7500 0.4375
January 1, 2001 through March 31, 2001 .......... 2.5312 0.4688
April 1, 2001 through June 30, 2001 ............. 1.7344 0.9688
July 1, 2001 through September 30, 2001 ......... 1.8000 0.9800
The closing price quoted on the NASDAQ National Market System on September
28, 2001 was $1.370 per share. As of December 17, 2001, there were 14,681,878
shares of Class A Common Stock outstanding with 55 owners of record.
Seminis also has 45,142,508 shares of its Class B Common Stock outstanding
with 14 owners of record as of December 17, 2001. The Class B Common Stock is
not traded on an exchange or in an over-the-counter market.
RECENT SALES OF UNREGISTERED SECURITIES
The following provides information as to Seminis' securities sold by the
Company during fiscal year 2000 and 2001 which were not registered under the
Securities Act of 1933.
In April, May and June 2000, Seminis converted, $22.0 million, $14.0 million
and $6.0 million, respectively, of intercompany advances from Savia into 2,200
shares, 1,400 shares and 600 shares of Class C Preferred Stock. In August and
September 2000, Savia made additional equity investments of $10.0 million and
$14.0 million, respectively, in exchange for 1,000 shares and 1,400 shares of
Class C Preferred Stock. The issuance of such shares was effected in reliance on
the exemption from registration under Section 4(2) of the Securities Act.
Through September 30, 2000, 662.4 shares of Class C Preferred Stock were issued
as dividends. Through December 31, 2000, an additional 299.6 shares of Class C
Preferred Stock were issued as dividends. Effective January 2001, the dividends
of Class C Preferred Stock have been converted to a cash basis in accordance
with the Board resolution on February 24, 1999. No Class C Preferred Stock cash
dividends have been paid to date due to the prohibition mandated in the credit
agreement of the Syndicated Banks.
DIVIDENDS
Seminis has never paid cash dividends on its common stock and preferred C
stock. Seminis plans to retain all future earnings for use in its business, and,
in addition, under Seminis' amended July 1999 credit agreement with Harris Trust
and Savings Bank, Bank of Montreal and other lenders, Seminis is prohibited from
paying cash dividends on its common stock and preferred C stock. Seminis has
paid cash dividends on its mandatorily redeemable preferred B stock in the past,
but not in fiscal year 2001. The Company is restricted from paying cash
dividends on its mandatorily redeemable preferred B stock until certain
conditions are met.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements, including
the notes thereto, included herein.
16
In fiscal year 2001, gross profit included approximately $73.9 million of
non-cash charges for inventory write-downs. Included in this amount was $58.2
million of write-downs which occurred in conjunction with the Company's Global
Restructuring and Optimization Plan whereby the Company rationalized its product
line from 6,000 to 4,000 varieties as well as imposed more stringent quality
standards. The loss from operations also included approximately $19.6 million of
severance and other exit charges associated with the Company's Global
Restructuring and Optimization Plan and $2.6 million of compensation expense
related to restricted stock awards. Income tax expense reflected the
establishment of a valuation allowance totalling $62.8 million for certain
deferred tax assets.
In fiscal year 2000, gross profit included approximately $58.9 million of
non-cash charges for inventory write-downs. Write-downs totalling $18.4 million
related to the Global Restructuring and Optimization Plan included inventories
that were scrapped as part of the consolidation of production and distribution
facilities. The loss from operations also included approximately $19.0 million
of severance and other exit charges associated with the Company's Global
Restructuring and Optimization Plan, a $2.1 charge related to Seminis' research
incentive program and a $6.4 million impairment write-down related to the
Company's investment in LSL PlantScience.
Income (loss) from continuing operations before extraordinary items
available for common stockholders in fiscal year 1998 reflects the optional
repurchase by Seminis of a portion of its mandatorily redeemable common stock at
an amount in excess of the redemption value. Seminis was required to deduct this
difference, which totaled $134.3 million, from income (loss) from continuing
operations before extraordinary items for purposes of determining income (loss)
from continuing operations before extraordinary items available for common
stockholders and related per share amounts.
Historical data for income (loss) from continuing operations before
extraordinary items available for common stockholders reflect deductions for
dividends on preferred stock, mandatorily redeemable preferred stock, for
accretion of the redemption value of mandatorily redeemable common stock and, in
fiscal year 1998, for the excess of purchase price over redemption value of the
mandatory redeemable common stock repurchased.
At June 29, 2001 and September 30, 2001, the Company was in compliance with
all of its financial covenants and obligations under its syndicated credit
agreement which as amended on May 31, 2001. At September 30, 2000, December 29,
2000 and March 30, 2001, the Company was not in compliance with previous minimum
interest coverage and maximum debt ratio covenants and therefore, outstanding
borrowings under this facility were classified as a current liability as of
September 30, 2000, December 29, 2000, and March 30, 2001. As disclosed in the
past, these factors had raised doubt about the Company's ability to continue as
a going concern; however, management believes the revised covenants under the
amended credit agreement along with the current operating initiatives have
mitigated this uncertainty and as a result long-term portions of borrowings
under the syndicated agreement have been classified to long-term debt according
to the revised maturity schedule. All amounts outstanding under the credit
facility are due on December 31, 2002.
ACQUISITIONS AND EFFECTS OF PURCHASE ACCOUNTING
Seminis was formed in 1994 to consolidate various industry-leading vegetable
and fruit seed brands into one consumer-oriented, agrobiotechnology company.
Seminis' core business was created through the acquisition of the Asgrow seed
business from the Upjohn Company in December 1994 and the subsequent combination
of the Asgrow vegetable and fruit seed business with Petoseed and Royal Sluis
businesses in October 1995. In fiscal year 1998, Seminis completed several
acquisitions, including the acquisition of two South Korean companies, Hungnong
Seed Co., Ltd. ("Hungnong") and Choong Ang Seed Co., Ltd. ("Choong Ang"). In
November 1998, Seminis completed the acquisition of the vegetable seed business
of Agroceres, a Brazilian company. As a result of these transactions, the
results of operations and consolidated financial position reflect the effects of
purchase accounting.
17
FISCAL YEAR ENDED SEPTEMBER 30,
----------------------------------------------------------------
2001 2000 1999 1998 1997
--------- --------- --------- --------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
RESULTS OF OPERATIONS:
Net sales ....................................... $ 449,895 $ 474,445 $ 530,633 $ 428,423 $379,544
Gross profit .................................... 217,828 237,340 328,284 265,617 229,437
Research and development expenses ............... 52,441 58,364 62,421 49,416 41,039
Selling, general and administrative expenses .... 191,113 222,632 192,978 158,588 136,438
Management fees paid to Savia ................... -- -- -- 8,465 6,200
Amortization of intangible assets ............... 28,034 30,454 27,896 14,457 12,394
Income (loss) from operations ................... (53,760) (74,110) 44,989 34,691 33,366
Income (loss) from continuing
operations before extraordinary items ......... (134,455) (80,783) 2,387 6,762 11,325
Income (loss) from continuing
operations before extraordinary
items available for common stockholders ....... (152,779) (89,407) (4,097) (133,367) 2,089
Income (loss) from continuing
operations before extraordinary
items available for common stockholders
per common share, basic and diluted ........... $ (2.55) $ (1.49) $ (0.10) $ (4.23) $ 0.07
Weighted average shares outstanding,
basic and diluted ............................. 59,824 59,824 43,936 31,536 30,000
AS OF SEPTEMBER 30,
--------------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
(IN THOUSANDS)
BALANCE SHEET DATA:
Working capital ................................. $245,961 $ 25,056 $349,175 $272,097 $200,792
Total assets .................................... 835,357 998,037 993,362 862,189 519,673
Long-term debt .................................. 248,898 23,468 315,424 394,446 80,331
Subordinated debt due Savia ..................... -- -- -- 35,857 --
Mandatorily redeemable stock
Common ........................................ -- -- -- 48,416 122,111
Preferred ..................................... 27,500 25,500 25,000 25,000 25,000
Total stockholders' equity ...................... 319,718 450,880 470,715 160,421 159,681
In fiscal year 2000, long term debt was reclassified as current long term
debt due to the non-compliance of certain financial covenants of the Company's
syndicated credit agreement. Without the reclassification, long term debt and
working capital would have been $320,768 and $321,856, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
"Selected Consolidated Financial Data" and consolidated financial statements,
including the notes thereto, appearing elsewhere herein. The following
discussion and analysis contains certain "forward-looking statements" which are
subject to certain risks, uncertainties and contingencies, including, without
limitation, those set forth below, which could cause Seminis' actual business,
results of operations or financial condition to differ materially from those
expressed in, or implied by, such statements.
18
RISK FACTORS
Readers should be aware that there are various risks factors including, but
not limited to, those set forth below.
- On May 31, 2001, the Company restructured its $310.0 million credit
facility. The amendment extended the final maturity of the credit
facility from the previously agreed on date of June 30, 2002 to December
31, 2002, with principal payments of $63.0 million due in fiscal year
2002 and the remaining $230.2 million of the term loan and revolving
credit commitments due in the first quarter of fiscal year 2003. Whereas
the Company expects to meet its obligations as well as covenant
requirements under the amended credit facility through September 30,
2002, the Company must successfully execute a refinancing or
recapitalization plan prior to December 31, 2002 in order to meet the
final maturity of the facility. The Company intends to pursue various
alternatives in order to complete the refinancing or recapitalization,
however there can be no assurances that it will be able to do so.
Failure to comply with existing covenants which would make the
syndicated debt callable or inability to obtain adequate financing with
reasonable terms prior to December 31, 2002 could have a material
adverse impact on the Company's business, results of operations, or
financial condition.
- The Company is currently restricted from any additional borrowings under
the syndicated credit facility. As of November 2000, Seminis' parent
company suspended advancing funds to the Company.
- Savia owns approximately 67.9% of the Company's outstanding common stock
and controls 81.2% of the vote of its common stock. Accordingly, Savia
controls the Company and has the power to approve all actions requiring
the approval of our stockholders, including the power to elect all of
its directors. Therefore, Savia effectively controls our management.
- A new management team has been in place as of August 2000. The Company's
ability to generate operating profits and cash flows will be dependent
on their successful implementation of the Company's strategic
initiatives including, but not limited to, the Global Restructuring and
Optimization Plan.
- The Company continues to invest in research and development in order to
enable us to identify and develop new products to meet consumer demands.
In fiscal year 2001, our investment in research and development
represented 11.7% of net sales. Despite investments in this area, our
research and development may not result in the discovery or successful
development of new products, which will be accepted by our customers.
- The Company may have the inability to protect its intellectual property
due to the uncertainty of litigation and the ineffectiveness of the laws
in some of the countries that the Company currently has operations,
which could have a material adverse effect on our business, results of
operations, or financial condition.
- A change in United States law protecting plant patents could take away
patent protection for the Company's patented seeds, which could have a
material adverse effect on our business, results of operations, or
financial condition.
- The Company faces substantial competition due to technological advances
by competitors such as other seed companies, pharmaceutical and chemical
companies, and biotechnology companies. Many of these companies have
substantially greater resources than we. If a competitor introduces a
competitively successful product, it could take years to develop a
competitive seed variety, which could have a material adverse effect on
our business, results of operations, or financial condition.
- The Company's failure to accurately forecast and manage inventory could
result in an unexpected shortfall or surplus of seeds, which could have
a material adverse effect on our business, results of operations, or
financial condition.
- Extreme weather conditions, disease and pests can materially and
adversely affect the quality and quantity of seeds produced. There can
be no assurance that these factors will not affect a substantial portion
of the Company's production in any year and have a material adverse
effect on our business, results of operations, or financial condition.
- Defective seeds could result in warranty claims and negative publicity
and the insurance covering warranty claims may become unavailable or be
inadequate which could have a material adverse effect on our business,
results of operations, or financial condition.
19
OVERVIEW
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, interest expense attributable to
acquisition financings, 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.
FISCAL YEAR ENDED
SEPTEMBER 30,
----------------------------
2001 2000 1999
------ ------ ------
Net sales ........................................................... 100.0% 100.0% 100.0%
------ ------ ------
Gross profit ........................................................ 48.4 50.0 61.9
Research and development expenses ................................... 11.7 12.3 11.8
Selling, general and administrative expenses ........................ 42.4 46.9 36.4
Amortization of intangible assets ................................... 6.2 6.4 5.3
------ ------ ------
Income (loss) from operations ....................................... (11.9) (15.6) 8.4
Interest expense, net ............................................... (8.7) (7.1) (7.9)
Other non-operating income, net ..................................... (0.4) 0.5 0.3
------ ------ ------
Income (loss) from continuing operations before income taxes
and extraordinary items ........................................... (21.0) (22.2) 0.8
Income tax benefit (expense) ........................................ (8.9) 5.2 (0.5)
------ ------ ------
Income (loss) from continuing operations before
extraordinary items ............................................... (29.9) (17.0) 0.3
------ ------ ------
Income (loss) before extraordinary items ............................ (29.9) (17.0) 0.3
Extraordinary items, net of income tax .............................. -- -- (1.3)
------ ------ ------
Net loss ............................................................ (29.9)% (17.0)% (1.0)%
====== ====== ======
YEAR ENDED SEPTEMBER 30, 2001 COMPARED WITH YEAR ENDED SEPTEMBER 30, 2000
NET SALES
Total net sales at actual currency rates decreased 5.2% to $449.9 million
for the year ended September 30, 2001, from $474.4 million for the year ended
September 30, 2000. The decrease was primarily due to currency fluctuation and
divestiture of certain businesses. The weakness of the Euro, the South Korean
Won and Brazilean Real accounted for the majority of the $20.9 million decrease
in sales from currency fluctuation in comparison to fiscal year 2000. The
divestiture of the garden and soybean businesses impacted sales with a further
decrease of $17.3 million. At a constant currency rate with fiscal year 2000,
net seed sales increased 2.4% to $439.5 million for the year ended September 30,
2001, from $429.2 million for the year ended September, 2000. North America had
the largest increase of $8.4 million with significant improvements in Mexico. At
a constant currency rate with fiscal year 2000, South America had a sales
increase of $2.8 million, despite unfavorable economic conditions in Argentina
and Colombia; the Far East also recorded an increase in net seed sales of $0.6
million, even though Korea was negatively impacted by heavy snowfall and an
economic downturn; Europe, the Middle East and Africa sales decreased by $1.5
million, mainly due to weather conditions in Southern Europe. Non-core business
also increased sales by $3.4 million, at constant currency rates with fiscal
year 2000, with Incotec being the major contributor.
GROSS PROFIT
Gross profit decreased 8.2% to $217.8 million for the year ended September
30, 2001, from $237.3 million for the year ended September 30, 2000. Gross
margin decreased to 48.4% for the year ended September 30, 2001, from 50.0% for
the year ended September 30, 2000. Both gross profit and gross margin reflected
total non-cash inventory writedowns of $73.9 and $58.9 million taken during
fiscal year 2001 and 2000, respectively. The writedowns in fiscal year 2001
included approximately $58.2 million of charges taken in conjunction with the
Company's Global Restructuring and Optimization Plan whereby the Company
rationalize its product line from 6,000 to 4,000 varieties as well as imposed
more stringent quality standards. Gross margins in fiscal year 2001 were also
positively impacted by price increases resulting from efforts of the Global
Restructuring and Optimization Plan.
20
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses decreased 10.1% to $52.4 million for the
year ended September 30, 2001, from $58.4 million for the year ended September
30, 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, with no corresponding charges in fiscal year 2001. The decrease in
expenses was also a result of headcount reduction from the Global Restructuring
and Optimization Plan and currency fluctuations from research and development
operations in Europe during fiscal year 2001.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased 14.2% to $191.1
million for the year ended September 30, 2001 from $222.6 million for the year
ended September 30, 2000. The decrease was primarily the result of headcount
reductions following the implementation of the Global Restructuring and
Optimization Plan and, in part, the impact of currency fluctuations.
Furthermore, the decrease was the result of divestiture of certain non-core
businesses totaling $6.9 million, the absence of a $6.4 impairment charge
recorded in fiscal year 2000 associated with the Company's investment in LSL
PlantScience, and a restructuring charge primarily for severances of $12.0
million in fiscal year 2001 compared $14.0 million in fiscal year 2000. The
decrease was partially offset by facility moving costs of $3.3 million compared
to $3.1 million, and consulting fees for restructuring of $4.3 million compared
to $2.0 million in fiscal years 2001 and 2000, respectively. Additionally, a
compensation charge of $2.6 million for a newly established employee stock plan
was taken in fiscal year 2001.
AMORTIZATION OF INTANGIBLE ASSETS
Amortization of intangible assets decreased 7.9% to $28.0 million for the
year ended September 30, 2001 from $30.5 million for the year ended September
30, 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 an increase in intangible asset amortization in
a U.S. subsidiary.
INTEREST EXPENSE, NET
Interest expense, net, increased 17.1% to $39.1 million for the year ended
September 30, 2001 from $33.4 million, for the year ended September 30, 2000.
The increase was primarily due to higher effective interest rates in this fiscal
year compared to 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 INCOME, NET
Seminis had other non-operating expense, net of $1.6 million for the year
ended September 30, 2001, as compared to other non-operating income, net of $2.2
million for the year ended September 30, 2000. Other non-operating expense, net,
for the year ended September 30, 2001 included other expense, net of $1.9
million, primarily from the loss on the sale of fixed assets, offset by a
foreign currency gain of $1.7 million and a minority interest provision of $1.4
million. Other income in fiscal year 2000 included a $10.0 million gain on the
asset sales of MBS, a soybean subsidiary, a currency loss of $5.4 million,
primarily associated with Seminis Vegetable Seeds Holland on its U.S. Dollar
denominated loan, and a minority interest provision of $1.2 million.
21
INCOME TAX EXPENSE
Seminis had an income tax expense of $40.0 million for the year ended
September 30, 2001, as compared to an income tax benefit of $24.6 million for
the year ended September 30, 2000. The increase in income tax expense during
fiscal year 2001 primarily related to a provision of a valuation allowance
against the deferred tax assets arising from net operating loss carryforwards.
As of September 30, 2001, the Company's tax assets for net operating loss
carryforwards primarily consisted of a Netherland's carryforward of $45,655 that
has an indefinite life, and a United States carryforwards of $94,456 which will
begin to expire in 2020. Although a valuation allowance has been established on
these tax assets, the Company has commenced certain initiatives in order to
utilize these loss carryforwards before they expire.
YEAR ENDED SEPTEMBER 30, 2000 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1999
NET SALES
Net sales decreased 10.6% to $474.4 million for the year ended September 30,
2000, from $530.6 million for the year ended September 30, 1999. The decrease
was due to weakness in the North American and European vegetable seed markets,
currency fluctuations, and the divestiture of non-core assets in fiscal year
2000. The North American and European markets experienced inventory adjustments
as dealers and distributors lowered their overall carrying levels of inventory.
Additionally, sales decreased in North America due to acreage reductions
stemming from depressed produce prices for fresh market tomatoes, cucumbers, and
melons. European sales were also negatively impacted by approximately $18.9
million due to the effect of the devaluation of the Euro. The sales decreases in
North America and Europe were partially offset by vegetable seed volume and
price increases in the Far East. Sales of watermelon seeds were particularly
strong due to superior product offerings by the Company. Furthermore, the sales
decrease was due to the June 2000 divestiture of non-core assets related to MBS,
a soybean subsidiary.
GROSS PROFIT
Gross profit decreased 27.7% to $237.3 million for the year ended September
30, 2000, from $328.3 million for the year ended September 30, 1999. Gross
margin decreased to 50.0% for the year ended September 30, 2000 from 61.9% for
the year ended September 30, 1999. The gross margin was negatively impacted
during fiscal year 2000 due to approximately $58.9 million of non-cash charges
for inventory write-downs. $33.9 million of the charge related to excess seed
calculated based on projected sales and shelf life of the seeds, and the
remaining $25.0 million was primarily due to write-offs of low and bad quality
seeds.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses decreased 6.5% to $58.4 million for the
year ended September 30, 2000, from $62.4 million for the year ended September
30, 1999. During fiscal year 2000 the Company took an approximately $2.0 million
charge related to Seminis' research incentive program compared to a $4.0 million
charge for the program in fiscal year 1999. The decrease in expenses was also
due to the impact of the weaker Euro during fiscal year 2000 compared to fiscal
year 1999, as the Company has significant research and development activities in
France, Spain, Italy, and the Netherlands.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased 15.4% to $222.6
million for the year ended September 30, 2000, from $193.0 million for the year
ended September 30, 1999. General and administrative expenses increased due to a
$14.0 million severance charge associated with the Company's Global
Restructuring and Optimization Plan, $3.1 million of expenses from the
relocation and consolidation of the Company's Saticoy, California and Gonzales,
California production and processing facilities to the new Oxnard, California
facility, and $2.0 million of expenses related to programs designed to maximize
the efficiency of Seminis' product pipeline. Additionally, general and
administrative expenses increased due to a $6.4 million impairment write-down
associated with the Company's investment in LSL PlantScience.
22
AMORTIZATION OF INTANGIBLE ASSETS
Amortization of intangible assets increased 9.2% to $30.5 million for the
year ended September 30, 2000, from $27.9 million for the year ended September
30, 1999. The increase was primarily due to amortization of goodwill relating to
the acquisition of an additional 25% of Hungnong, a South Korean subsidiary, in
August 1999. Furthermore, the increase was related to the strengthening of the
South Korean Won during fiscal year 2000 compared to fiscal year 1999, as the
Company has a significant amount of goodwill and intangible assets, denominated
in South Korean Won, resulting in additional amortization when translated into
U.S. Dollars.
INTEREST EXPENSE, NET
Interest expense, net, decreased 20.3% to $33.4 million for the year ended
September 30, 2000 from $41.9 million for the year ended September 30, 1999. The
decrease in expense was primarily due to the repayment of debt, using the
proceeds from the Company's initial public offering in July 1999, resulting in a
lower average debt balance during fiscal year 2000 compared to fiscal year 1999.
OTHER NON-OPERATING INCOME, NET
Seminis had other non-operating income, net of $2.2 million for the year
ended September 30, 2000, as compared to other non-operating income, net of $1.8
million for the year ended September 30, 1999. Other non-operating income, net
for the year ended September 30, 2000 includes other income net of $8.7 million
offset by a foreign currency loss of $5.4 million and minority interest
provision of $1.1 million. Other income primarily includes a $10.0 million gain
on the asset sale of MBS and the foreign currency loss is principally associated
with expense recorded by Seminis Vegetable Seeds Holland on its U.S. Dollar
denominated loan due to the devaluation of the Euro.
INCOME TAX EXPENSE
Seminis had an income tax benefit of $24.6 million for the year ended
September 30, 2000, as compared to an income tax expense of $2.5 million for the
year ended September 30, 1999. The Company had a significant income tax benefit
during fiscal year 2000 due to the charges associated with the aforementioned
inventory write-downs and severance accrual associated with Seminis' Global
Restructuring and Optimization Plan.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, the Company was not in compliance with certain
covenants of its syndicated credit facility, which gave the lenders the right to
accelerate payment of all amounts outstanding under the facility. In December
2000, the lenders granted a waiver with respect to these covenants as of
September 30, 2000, December 29, 2000, and March 31, 2001 that extended through
April 30, 2001, at which time any defaults would once again arise. As the
Company did not expect to be in compliance with its covenants once the waiver
expired, all outstanding borrowings under the credit facility were classified as
a current liability as of September 30, 2000.
In connection with granting the waivers, the lenders agreed to reschedule
principal payments within fiscal year 2001. The lenders also accelerated the
final maturity of the term loan and the termination date for the revolving
credit commitments to June 30, 2002 from June 30, 2004. The Company was
obligated to deliver a financial plan through September 30, 2002, which detailed
cash flow projections on a monthly basis as well as proposed alternatives for
the refinancing of the syndicated credit facility or recapitalization of the
Company.
In April 2001, the Company submitted its financial plan to its lenders,
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 non-strategic assets, debt refinancing and additional equity infusions.
On May 31, 2001, the Company's lenders agreed with the financial plan and
the terms to restructure the Company's $310.0 million credit facility. Upon
receipt of the amended credit agreement, long-term portions of borrowings were
reclassified from current liabilities to long-term debt. Among other things, the
amendment extended the final maturity of
23
the credit facility from the previously agreed on date of June 30, 2002 to
December 31, 2002, revised principal payment dates under the term loan,
instituted a new grid pricing formula to determine interest on borrowings, and
revised covenant obligations. Additionally, the amendment requires the Company
to submit monthly reports comparing actual cash flows to projections as well as
describing the progress and status of any asset sales.
Interim principal obligations under the amendment included $16.0 million due
in the fourth quarter of fiscal year 2001, and $19.0 million, $4.0 million,
$31.0 million, and $9.0 million due in the first, second, third, and fourth
quarters of fiscal year 2002, respectively. All remaining amounts will be due in
the first quarter of fiscal year 2003.
The Company met all required principal and interest payments during fiscal
year 2001, and was in compliance with all of its financial covenants under the
amended credit agreement at September 30, 2001. In October 2001, the Company
completed the sale of an office building in Seoul, South Korea, which generated
net proceeds of approximately $20.0 million. The Company used $19.5 million of
the proceeds to pay the scheduled $19.0 million of its syndicated debt in
October 2001. The Company also sold one of its noncore businesses during fiscal
year 2002, which generated additional proceeds of approximately $17.6 million.
The Company used $13.0 million of the proceeds to prepay its syndicated debt in
January 2002. When combined with cash flows expected to be generated from
on-going operations, these additional proceeds will enable the Company to meet
all obligations and covenants under the credit facility through September 30,
2002. Supporting this assertion is the fact that the Company has exceeded all
cash flow projections on a cumulative basis since March 2001. The Company
believes it can continue to improve its operating cash flows through aggressive
cash collection efforts, disciplined inventory purchases, and lower operating
expenses following the Global Restructuring and Optimization Plan.
Whereas the Company expects to meet its obligations as well as covenant
requirements under the amended credit facility through September 30, 2002, the
Company must successfully execute a refinancing or recapitalization plan prior
to December 31, 2002 in order to meet the final maturity of the facility. Based
on current projections, the Company will be obligated to pay $230.2 million
during the first quarter of fiscal year 2003. The Company intends to pursue
various alternatives in order to complete the refinancing or recapitalization,
however there can be no assurances that it will be able to do so. Failure to
comply with existing covenants which would make the syndicated debt callable, or
inability to obtain adequate financing with reasonable terms prior to December
31, 2002 could have a material adverse impact on the Company's business, results
of operations, or financial condition.
As a result of the Global Restructuring and Optimization Plan the Company
has made significant strides in the enhancement of its cash flow. During fiscal
year 2001, operating activities of the Company utilized $55.0 million less cash
as compared to fiscal year 2000. This improvement in cash flow was primarily due
to positive impacts of a decrease in operating expenses related to a 21.2%
reduction in global headcount since August 2000 and an overall reduction in
working capital arising from strong accounts receivable collections and improved
production planning over the Company's inventory levels. These working capital
improvements were partially offset by severance related costs due to
restructuring and other non-recurring expenses in connection with the Global
Restructuring and Optimization Plan.
Capital expenditures decreased to $14.3 million for the year ended September
30, 2001, from $41.5 million for the year ended September 30, 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 year
ended September 30, 2001. During fiscal year 2001, the Company sold its
properties in Saticoy, California, Filer, Idaho, and Vineland, New Jersey as
part of its efforts to reduce and consolidate operation and production
facilities. Other investing activities for the year ended September 30, 2001
included approximately $14.1 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 contributions from Savia. The
Company is obligated to pay dividends on these contributions at the rate of
10.0% per year. Through the year ended September 30, 2001, $4.3 million of
accrued dividends pertaining to this transaction have been recorded of which
$3.5 million are classified in accrued liabilities and $.8 million were
paid-in-kind in the form of additional shares and are classified in additional
paid in capital.
The Company had $2.5 million of accrued dividends relating to Class B
Mandatorily Redeemable Preferred Stock at September 30, 2001. These accrued
dividends are classified within mandatorily redeemable stock.
24
Seminis' total indebtedness as of September 30, 2001 was $336.1 million, of
which $293.2 million were borrowings under the current credit agreement.
Additionally, $16.9 million, $6.1 million, $8.0 million, $3.3 million, and $4.6
million were borrowings by the United States, Chilean, Italian, Spanish, and
Korean subsidiaries, respectively, and $4.0 million were borrowings primarily by
other foreign subsidiaries.
Seminis' exposure to foreign currency fluctuations is primarily due to
foreign currency gains or losses that occur from intercompany loans between
Seminis and its foreign subsidiaries and from 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 September 30, 2001.
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, which commenced in
fiscal year 2000, and focused on North American operations, was completed by the
end of fiscal year 2001. In June 2000, the Company announced the second phase,
which was targeted at its global operations. An expansion of phase two of the
plan was launched in the third quarter of fiscal year 2001 and is expected to be
completed by the end of fiscal year 2002. The key elements to Seminis' global
restructuring and optimization plan involve:
- - Reorganizing its 10 legacy seed companies into four geographical regions;
- - Reducing operation and production facilities;
- - Reducing headcount that results from the reorganization and facility
consolidation;
- - Rationalizing the product portfolio;
- - Implementing an advanced global logistics management information system; and
- - Divesting non-strategic assets.
In connection with phase one of the Global Restructuring and Optimization
Plan, the Company recorded nonrecurring pre-tax charges to operations of
approximately $34.4 million for restructuring costs during fiscal year 2000 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 phase one and
initial phase two severance charge related to a planned 600-employee reduction
worldwide in both operational and administrative groups.
As part of the implementation of the expanded second phase of the
Global Restructuring and Optimization Plan, a pre-tax charge of $12.0 million
was recorded in selling, general and administrative expenses by the Company in
the third quarter of fiscal year 2001. This charge primarily related to
severance and related costs, resulting from an additional planned 250-employee
reduction worldwide in both operational and administrative groups. Further
employee reductions were identified in the fourth quarter of fiscal year 2001.
Additionally, the Company recorded non-cash inventory write-downs of $58.2
million in cost of goods sold in order to comply with more stringent seed
quality standards and to further rationalize the Company's product portfolio
from 6,000 to 4,000 varieties. The Company also sold its properties in Saticoy,
California, Filer, Idaho, Vineland, New Jersey and South Korea as part of its
efforts to reduce and consolidate operation and production facilities.
There were 758 and 144 employees severed in fiscal year 2001 and 2000,
respectively, primarily as part of the Global Restructuring and Optimization
Plan.
Remaining components of the restructuring accruals are as follows:
AMOUNTS BALANCE AT ADDITIONAL AMOUNTS BALANCE AT
CHARGES INCURRED SEPTEMBER 30, CHARGES INCURRED SEPTEMBER 30,
2000 2000 2000 2001 2001 2001
-------- -------- ------------- ---------- --------- -------------
Severance and related expenses ......... $14.0 $ (1.8) $12.2 $12.0 $(12.3) $11.9
Inventory write-down ................... 18.4 (18.4) -- $58.2 $(58.2) --
Other.................................. 2.0 (2.0) -- -- -- --
----- ----- ----- ----- ------ -----
Total ............................... $34.4 (22.2) $12.2 $70.2 $(70.5) $11.9
===== ====== ===== ===== ===== =====
To date, there have been no material adjustments to amounts accrued under
the plan.
RECENT ACCOUNTING PRONOUNCEMENTS
SFAS No. 141, "Business Combinations" is effective for the Company on July
1, 2001. SFAS No. 141 addresses financial accounting and reporting for business
combinations and supercedes APB Opinion No. 16, Business Combinations, and FASB
Statement No. 38, Accounting for Preacquisition Contingencies of Purchased
Enterprises. All business combinations in the scope of this Statement are to be
accounted for using one method, the purchase method.
SFAS No. 142, "Goodwill and Other Intangible Assets" is effective for the
Company for fiscal years beginning after December 15, 2001, but may be adopted
early as of the beginning of fiscal 2002. SFAS 142 addresses financial
accounting and reporting for acquired goodwill and other intangible assets and
supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible
assets that are acquired individually or with a group of other assets, (but not
those acquired in a business combination) should be accounted for in financial
statements upon their acquisition. This Statement also addresses how goodwill
and other intangible assets should be accounted for after they have been
initially recognized in the financial statements. The Company plans to adopt
early this pronouncement in fiscal 2002 and expects no impairment in its
goodwill and other intangible assets, and to cease the amortization of goodwill
that approximates $9.0 million.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK DISCLOSURES
Seminis is exposed to market risk related to changes in interest rates and
foreign currency exchange rates. Seminis does not have derivative financial
instruments for speculative or trading purposes.
The fair value of short-term borrowings approximates cost due to the short
period of time to maturity. The fair value of long-term debt was estimated based
on current interest rates available to Seminis for debt instruments with similar
terms, degrees of risk, and remaining maturities. However, considerable judgment
is required in interpreting market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative of
the amounts that Seminis could realize in a current market exchange.
The fair value of Seminis' borrowing arrangements and other financial
instruments is as follows:
AT SEPTEMBER 30, 2001 AT SEPTEMBER 30, 2000
ASSET (LIABILITY) ASSET (LIABILITY)
---------------------- ----------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- -------- -------- --------
Short-term borrowings.......... (19,665) (19,665) (20,178) (20,178)
Asset (Liability)
PRINCIPAL AMOUNT BY EXPECTED MATURITY AS OF 9/30/01:
TOTAL FAIR
THERE- CARRYING VALUE
2002 2003 2004 2005 2006 AFTER VALUE 9/30/01
-------- --------- ------- ------- ------- ------- --------- ---------
Long-term debt (including
Current maturities)........ $(67,527) $(233,242) $(2,703) $(2,807) $(2,801) $(7,345) $(316,425) $(316,425)
Asset (Liability)
PRINCIPAL AMOUNT BY EXPECTED MATURITY AS OF 9/30/00:
TOTAL FAIR
THERE- CARRYING VALUE
2001 2002 2003 2004 2005 AFTER VALUE 9/30/00
--------- ------- ------- ------- ------- ------- --------- ---------
Long-term debt (including
current maturities)...... $(325,658) $(4,234) $(3,205) $(3,324) $(2,765) $(9,940) $(349,126) $(349,126)
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and report of independent accountants
are filed as part of this report on pages F-1 through F-24.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
25
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding executive officers of the Company is located in Part I
as permitted by Instruction 3 to Item 401(b) of Regulation S-K. Other
information required by this item is incorporated by reference to Seminis'
definitive proxy statement for the Annual Meeting of Stockholders which will be
filed within 120 days of September 30, 2001 with the Securities and Exchange
Commission pursuant to Regulation 14A.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to
Seminis' definitive proxy statement for the Annual Meeting of Stockholders which
will be filed within 120 days of September 30, 2001 with the Securities and
Exchange Commission pursuant to Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference to
Seminis' definitive proxy statement for the Annual Meeting of Stockholders which
will be filed within 120 days of September 30, 2001 with the Securities and
Exchange Commission pursuant to Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to
Seminis' definitive proxy statement for the Annual Meeting of Stockholders which
will be filed within 120 days of September 30, 2001 with the Securities and
Exchange Commission pursuant to Regulation 14A.
26
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Listing of Consolidated Financial Statements
Reference is made to the index set forth on Page F-1.
(a)(2) Listing of Financial Statement Schedules.
Schedule II -- Valuation and Qualifying Accounts on page S-1
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
(a)(3) Listing of Exhibits -- See Index to Exhibits beginning on Page 28 of
this report.
(b) Reports on Form 8-K -- Seminis did not file any Form 8-K during the
quarter ended September 30, 2001.
(c) Exhibits -- See Index to Exhibits beginning on Page 28 of this report.
(d) Financial Statement Schedules -- The following consolidated financial
statement schedule is included herein: Schedule II -- Valuation and Qualifying
Accounts.
27
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.
28
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(h)10.12 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 May
31, 2001, effective May 31, 2001.
(i)10.13 Revision to (h)10.12
(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 30, 2000 form 10Q.
(g) Filed with the March 30, 2001 form 10Q.
(h) Filed with the June 29, 2001 form 10Q.
(i) Filed with this form 10K.
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SEMINIS, INC.
By: /s/ EUGENIO NAJERA SOLORZANO
--------------------------------
Name: Eugenio Najera Solorzano
Title: President and
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ALFONSO ROMO GARZA Chairman of the Board January 14, 2002
- ----------------------------------------- (Chief Executive Officer)
Alfonso Romo Garza
/s/ EUGENIO NAJERA SOLORZANO Director and President January 14, 2002
- ----------------------------------------- (Chief Operating Officer)
Eugenio Najera Solorzano
/s/ JOSE MANUEL GARCIA Director January 14, 2002
- -----------------------------------------
Jose Manuel Garcia
/s/ BERNARDO JIMENEZ BARRERA Director January 14, 2002
- -----------------------------------------
Bernardo Jimenez Barrera
/s/ CARL G. BALL Director January 14, 2002
- -----------------------------------------
Carl G. Ball
/s/ ADRIAN RODRIGUEZ Director January 14, 2002
- -----------------------------------------
Adrian Rodriguez
/s/ PETER DAVIS Director January 14, 2002
- -----------------------------------------
Peter Davis
/s/ FRANK J. PIPP Director January 14, 2002
- -----------------------------------------
Frank J. Pipp
/s/ DR. ELI SHLIFER Director January 14, 2002
- -----------------------------------------
Dr. Eli Shlifer
/s/ ROGER BEACHY Director January 14, 2002
- -----------------------------------------
Roger Beachy
/s/ CHRISTOPHER J. STEFFEN Director January 14, 2002
- -----------------------------------------
Christopher J. Steffen
/s/ MATEO MAZAL BEJA Director January 14, 2002
- -----------------------------------------
Mateo Mazal Beja
/s/ GASPAR ALVAREZ MARTINEZ Chief Financial and January 14, 2002
- ----------------------------------------- Accounting Officer
Gaspar Alvarez Martinez
30
SEMINIS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Report of Independent Accountants........................................................................... F-2
Consolidated Balance Sheets as of September 30, 2001 and 2000............................................... F-3
Consolidated Statements of Operations for the Years Ended September 30, 2001, 2000 and 1999................. F-4
Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2001, 2000 and 1999....... F-5
Consolidated Statements of Cash Flows for the Years Ended September 30, 2001, 2000 and 1999................. F-6
Notes to Consolidated Financial Statements.................................................................. F-7
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholders of Seminis, Inc.
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 27 present fairly, in all material
respects, the financial position of Seminis, Inc. and its subsidiaries at
September 30, 2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended September 30, 2001 in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedules listed
in the index appearing under Item 14(a)(2) on page 27 present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial statements
and financial statement schedules are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 2 to the financial statements, all outstanding amounts
borrowed under the Company's syndicated credit facility must be repaid by
December 31, 2002. In the event that the lenders of the credit facility do not
renew or extend the final maturity date of the facility, the Company will be
obligated to secure alternative sources of financing. There can be no assurance
that such financing will be available and the inability to find such financing
could have a material adverse impact on the future financial position and
operating results of the Company.
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
January 11, 2002
F-2
SEMINIS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
ASSETS:
AS OF
SEPTEMBER 30,
-----------------------
2001 2000
--------- ---------
Current assets
Cash and cash equivalents ........................................................................ $ 22,323 $ 22,479
Accounts receivable, less allowance for doubtful accounts of $12,094 and $14,178, respectively ... 141,691 162,929
Other receivable ................................................................................. 20,612 --
Inventories ...................................................................................... 279,683 333,287
Prepaid expenses and other current assets ........................................................ 3,436 3,105
--------- ---------
Total current assets ...................................................................... 467,745 521,800
Deferred income taxes .............................................................................. -- 5,699
Property, plant and equipment, net ................................................................. 182,261 226,505
Intangible assets, net ............................................................................. 169,664 227,839
Other assets ....................................................................................... 15,687 16,194
--------- ---------
$ 835,357 $ 998,037
========= =========
LIABILITIES, MANDATORILY REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY:
Current liabilities
Short-term borrowings ............................................................................ $ 19,665 $ 20,178
Current maturities of long-term debt ............................................................. 67,527 325,658
Accounts payable ................................................................................. 45,423 54,455
Accrued liabilities .............................................................................. 89,169 96,453
--------- ---------
Total current liabilities ................................................................. 221,784 496,744
Long-term debt ..................................................................................... 248,898 23,468
Deferred income taxes .............................................................................. 15,736 --
Minority interest in subsidiaries .................................................................. 1,721 1,445
--------- ---------
Total liabilities ......................................................................... 488,139 521,657
--------- ---------
Commitments and contingencies
Mandatorily Redeemable Stock
Class B Redeemable Preferred Stock, $.01 par value; 25 shares authorized as of
September 30, 2001 and 2000; 25 shares issued and outstanding as of
September 30, 2001 and 2000 .................................................................... 27,500 25,500
--------- ---------
Total mandatorily redeemable stock ........................................................ 27,500 25,500
--------- ---------
Stockholders' Equity
Class C Preferred Stock, $.01 par value; 14 and 12 shares authorized as of
September 30, 2001 and 2000; 12 shares issued and outstanding as of
September 30, 2001 and 2000 (Liquidation Value of $129.2 and $117.2 million
at September 30, 2001 and 2000, respectively) .................................................. 1 1
Class A Common Stock, $.01 par value; 211,000 and 91,000 shares authorized as of September
30, 2001 and 2000, respectively; 14,682 and 13,976 shares issued and outstanding as of
September 30, 2001 and 2000, respectively ...................................................... 147 140
Class B Common Stock, $.01 par value; 60,229 shares authorized as of September 30, 2001
and 2000; 45,142 and 45,848 shares issued and outstanding as of September 30, 2001
and 2000, respectively ......................................................................... 452 459
Additional paid-in capital ....................................................................... 764,657 712,981
Accumulated deficit .............................................................................. (397,485) (244,706)
Accumulated other comprehensive loss ............................................................. (48,054) (17,995)
--------- ---------
Total stockholders' equity ................................................................ 319,718 450,880
--------- ---------
$ 835,357 $ 998,037
========= =========
The accompanying notes are an integral part of these
consolidated financial statements.
F-3
SEMINIS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE YEARS ENDED
SEPTEMBER 30,
-------------------------------------
2001 2000 1999
--------- --------- ---------
Net sales ................................................................. $ 449,895 $ 474,445 $ 530,633
Cost of goods sold ........................................................ 232,067 237,105 202,349
--------- --------- ---------
Gross profit ......................................................... 217,828 237,340 328,284
--------- --------- ---------
Operating expenses
Research and development expenses ....................................... 52,441 58,364 62,421
Selling, general and administrative expenses ............................ 191,113 222,632 192,978
Amortization of intangible assets ....................................... 28,034 30,454 27,896
--------- --------- ---------
Total operating expenses ........................................ 271,588 311,450 283,295
--------- --------- ---------
Income (loss) from operations ............................................. (53,760) (74,110) 44,989
--------- --------- ---------
Other income (expense)
Interest income ......................................................... 1,341 3,872 4,541
Interest expense ........................................................ (40,425) (37,256) (46,444)
Foreign currency gain (loss) ............................................ 1,709 (5,374) 985
Minority interest ....................................................... (1,436) (1,157) (1,428)
Other, net .............................................................. (1,909) 8,688 2,240
--------- --------- ---------
(40,720) (31,227) (40,106)
--------- --------- ---------
Income (loss) before income taxes and extraordinary items ................. (94,480) (105,337) 4,883
Income tax benefit (expense) .............................................. (39,975) 24,554 (2,496)
--------- --------- ---------
Net income (loss) before extraordinary items .............................. (134,455) (80,783) 2,387
--------- --------- ---------
Extraordinary items, net of income tax of $4,145 .......................... -- -- (6,763)
--------- --------- ---------
Net loss .................................................................. (134,455) (80,783) (4,376)
Preferred stock dividends ................................................. (13,986) (8,624) (4,261)
Additional capital contribution dividends ................................. (4,338) -- --
Accretion of Old Class B Redeemable Common Stock .......................... -- -- (2,223)
--------- --------- ---------
Net loss available for common stockholders ................................ $(152,779) $ (89,407) $ (10,860)
========= ========= =========
Net loss available for common stockholders per common share,
basic and diluted
Loss before extraordinary items available for common stockholders ....... $ (2.55) $ (1.49) $ (0.10)
Extraordinary items, net of income tax .................................. -- -- (0.15)
--------- --------- ---------
Net loss available for common stockholders .............................. $ (2.55) $ (1.49) $ (0.25)
========= ========= =========
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
SEMINIS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
CLASS C CLASS A CLASS B ACCUMULATED TOTAL
PREFERRED STOCK COMMON STOCK COMMON STOCK ADDITIONAL OTHER STOCK
--------------- ---------------- --------------- PAID-IN ACCUMULATED COMPREHENSIVE HOLDERS'
NUMBER AMOUNT NUMBER AMOUNT NUMBER AMOUNT CAPITAL DEFICIT LOSS EQUITY
------ ------ ------- ------ ------ ------ ---------- ----------- ------------- ---------
BALANCE, SEPTEMBER 30,
1998..................... -- -- -- -- 37,386 374 317,826 (144,439) (13,340) 160,421
---------
Comprehensive loss
Net loss................. -- -- -- -- -- -- -- (4,376) -- (4,376)
Translation adjustment... -- -- -- -- -- -- -- -- (1,603) (1,603)
---------
(5,979)
Dividends on Redeemable
Preferred Stock.......... -- -- -- -- -- -- -- (2,000) -- (2,000)
Accretion of Old Class B
Redeemable Common Stock.. -- -- -- -- -- -- -- (2,223) -- (2,223)
Issuance of Class C
Preferred Stock.......... 4 1 -- -- -- -- 42,299 -- -- 42,300
Dividends on Class C
Preferred Stock.......... -- -- -- -- -- -- 2,261 (2,261) -- --
Conversion of subordinated
debt due Savia........... -- -- -- -- 1,916 19 35,838 -- -- 35,857
Conversion of Old Class B
Redeemable Common Stock.. -- -- -- -- 6,772 68 50,571 -- -- 50,639
Issuance of Class A Common
Stock.................... -- -- 13,750 138 -- -- 191,562 -- -- 191,700
--- ----- ------ ---- ------ ---- -------- --------- --------- ---------
BALANCE, SEPTEMBER 30,
1999..................... 4 1 13,750 138 46,074 461 640,357 (155,299) (14,943) 470,715
Comprehensive loss
Net loss................. -- -- -- -- -- -- -- (80,783) -- (80,783)
Translation adjustment... -- -- -- -- -- -- -- -- (3,052) (3,052)
---------
(83,835)
Conversion of shares....... -- -- 226 2 (226) (2) -- -- -- --
Issuance of Class C
Preferred Stock.......... 7 -- -- -- -- -- 66,000 -- -- 66,000
Dividends on Redeemable
Preferred Stock.......... -- -- -- -- -- -- -- (2,000) -- (2,000)
Dividends on Class C
Preferred Stock.......... 1 -- -- -- -- -- 6,624 (6,624) -- --
--- ----- ------ ---- ------ ---- -------- --------- -------- ---------
BALANCE, SEPTEMBER 30,
2000..................... 12 $ 1 13,976 $140 45,848 $459 $712,981 $(244,706) $(17,995) $ 450,880
=== ===== ====== ==== ====== ==== ======== ========= ======== =========
Comprehensive loss
Net loss................. -- -- -- -- -- -- -- (134,455) -- (134,455)
Translation adjustment... -- -- -- -- -- -- -- -- (30,059) (30,059)
---------
(164,514)
Conversion of shares....... -- -- 706 7 (706) (7) -- -- -- --
Additional capital
contribution............. -- -- -- -- -- -- 45,850 -- -- 45,850
Dividends on additional
capital contribution..... -- -- -- -- -- -- 845 (4,338) -- (3,493)
Dividends on Redeemable
Preferred Stock.......... -- -- -- -- -- -- -- (2,000) -- (2,000)
Dividends on Class C
Preferred Stock.......... -- -- -- -- -- -- 2,997 (11,986) -- (8,989)
Restricted shares
issuance................. -- -- -- -- -- -- 1,984 -- -- 1,984
--- ----- ------ ---- ------ ---- -------- --------- -------- ---------
BALANCE, SEPTEMBER 30,
2001..................... 12 $ 1 14,682 $147 45,142 $452 $764,657 $(397,485) $(48,054) $ 319,718
=== ===== ====== ==== ====== ==== ======== ========= ======== =========
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
SEMINIS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE YEARS ENDED
SEPTEMBER 30,
-------------------------------------
2001 2000 1999
-------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .................................................... $(134,455) $ (80,783) $ (4,376)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization ............................. 45,054 50,109 46,923
Deferred income tax ....................................... 33,514 (37,459) (5,500)
Provision for minority interest in subsidiaries ........... 1,436 1,157 1,428
Loss from extraordinary items, net of income tax .......... -- -- 6,763
Inventory write-down ...................................... 73,850 58,948 11,496
Other ..................................................... 7,274 786 72
Changes in assets and liabilities
Accounts receivable ..................................... 15,138 (3,821) (41,303)
Inventories ............................................. (23,209) (102,484) (71,591)
Prepaid expenses and other assets ....................... (4,759) 8,663 1,004
Current income taxes .................................... (3,069) 9,385 3,627
Accounts payable ........................................ (8,608) 1,999 14,346
Other liabilities ....................................... (15,654) 25,045 (10,662)
-------- --------- ---------
Net cash used in operating activities ................ (13,488) (68,455) (47,773)
-------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed and intangible assets .................... (14,280) (41,487) (71,125)
Proceeds from disposition of assets ......................... 14,096 11,291 4,520
Exercise of Hungnong put option ............................. -- -- (54,772)
Young I1 Chemical Company Note .............................. -- -- 35,612
Agroceres acquisition, net of cash acquired ................. -- -- (19,695)
Proceeds from sale of MBS' assets ........................... -- 9,712 --
Other ....................................................... (448) (1,751) (1,779)
-------- --------- ---------
Net cash used in investing activities ................ (632) (22,235) (107,239)
-------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt issuances ...................... 1,424 97,184 837,305
Repayments of long-term debt ................................ (33,670) (81,356) (923,006)
Net short-term borrowings (repayments) ...................... (856) 15,307 56
Dividends paid .............................................. -- (1,500) (2,000)
Issuance of Class A Common Stock ............................ -- -- 191,700
Issuance of Class C Preferred Stock ......................... -- 66,000 42,300
Other ....................................................... -- -- (319)
Savia capital contribution .................................. 45,850 -- --
-------- --------- ---------
Net cash provided by financing activities ............ 12,748 95,635 146,036
-------- --------- ---------
Effect of exchange rate changes on cash and cash
equivalents ................................................. 1,216 (1,534) (851)
-------- --------- ---------
Increase (decrease) in cash and cash equivalents .............. (156) 3,411 (9,827)
Cash and cash equivalents, beginning of period ................ 22,479 19,068 28,895
-------- --------- ---------
Cash and cash equivalents, end of period ...................... $ 22,323 $ 22,479 19,068
======== ========= =========
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
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. (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 ("Asgrow") in December 1994.
PRINCIPLES OF CONSOLIDATION AND 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 years' financial statements to
conform to fiscal year 2001 presentation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the fiscal year, including estimates and assumptions related to
customer discounts and allowances. Actual results could differ from those
estimates.
REVENUE RECOGNITION
Product sales are recognized upon shipment of goods and are reduced by
provisions for discounts, returns and allowances based on the Company's
historical and anticipated experience.
CASH AND CASH EQUIVALENTS
The Company classifies as cash equivalents all highly liquid investments
purchased with an original maturity of three months or less. The Company invests
its excess cash in deposits with major international banks, in government
securities and in money market accounts with financial institutions. Such
investments are considered cash equivalents for purposes of reporting cash flows
and bear minimal risk.
ACCOUNTS RECEIVABLE
Accounts receivable are valued net of reserves for bad debts, discounts and
allowances. Calculations of reserves are based on historical experience and
anticipated market conditions and are adjusted as management determines
necessary. The Company performs ongoing credit evaluations of its customers'
financial condition and generally does not require collateral. The Company's
diversified customer base limits the amount of credit exposure to any one
customer.
No customer accounts for more than 10% of accounts receivable or sales.
INVENTORIES
Inventories are stated at the lower of cost or estimated net realizable
value. Costs for substantially all inventories are determined using the
first-in, first-out ("FIFO") method and include the cost of materials, direct
labor and the applicable share of overhead costs. Unharvested crop-growing costs
are included as part of inventory and represent costs incurred to plant and
maintain seed crops which will be harvested during the subsequent fiscal year.
Inventories are periodically reviewed and reserves established for deteriorated,
excess and obsolete items.
F-7
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Provisions for
depreciation have been made using the straight-line and accelerated methods for
financial reporting purposes and accelerated methods for tax purposes. Estimated
useful lives generally range from 5 to 40 years for buildings and improvements
and from 3 to 20 years for machinery and equipment.
INTANGIBLE ASSETS
Intangible assets consist primarily of the excess of purchase price over the
fair market value of net assets acquired in purchase acquisitions, and the costs
of acquired germplasm patents and trademarks. Goodwill is amortized over 15
years on a straight-line basis. The costs of acquired germplasm, patents and
trademarks are being amortized over 10 to 20 years on an accelerated basis.
Other intangibles are amortized over 3 to 10 years on a straight-line basis.
CAPITALIZED SOFTWARE COSTS
Costs of computer software developed and obtained for internal use are
capitalized and amortized over respective license periods or expected useful
lives, which range from three to five years. Capitalized computer software costs
include external direct costs for licenses and services, and payroll and
payroll-related costs for employees who are directly associated with developing
or installing such software.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company continually monitors its long-lived assets to determine whether
any impairment of these assets has occurred. In making such determination, the
Company evaluates the performance of the underlying businesses, products and
product lines. The Company recognizes impairment of long-lived assets in the
event the net book value of such assets exceeds the future undiscounted cash
flows attributable to such assets. In fiscal year 2000, the Company recognized a
$6,400 impairment write-down associated with its investment in LSL PlantScience.
No other material impairments have been experienced.
SEEDMEN'S ERRORS AND OMISSIONS
The Company maintains third party seedmen's errors and omissions insurance
covering claims by growers for losses incurred as a result of seed quality or
errors arising in fulfilling customer orders. Such policies are subject to
annual renewal and revision and have coverage limits, deductibles and other
terms. Provisions are made for anticipated losses in excess of coverage amounts
provided by insurance based on historical experience and expected resolution.
The Company performs ongoing evaluations of such claims and adjusts reserves as
necessary to reflect expected settlements.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development costs are charged to operations as incurred. Costs
attributable to in-process research and development activities acquired in a
purchase transaction are written-off at the date of acquisition.
INCOME TAXES
Deferred income taxes are determined using the liability method. A deferred
tax asset or liability is determined based on the difference between the
financial statement and tax basis of assets and liabilities as measured by the
enacted tax rates which will be in effect when these differences reverse.
Deferred tax benefit (expense) is the result of changes in the asset and
liability for deferred taxes. A valuation allowance is established against
deferred tax assets when all or some portion, of such assets is unlikely to be
realized.
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
The financial statements of the Company's foreign subsidiaries are generally
measured using the local currency as the functional currency. Assets and
liabilities of these subsidiaries are translated at the rates of exchange at the
balance sheet date. Income and expense items are primarily translated at average
monthly rates of exchange prevailing during the fiscal year. The resultant
translation adjustments are included in accumulated other comprehensive loss as
a separate component of stockholders' equity. Gains and losses from foreign
currency transactions are included in the consolidated statements of operations.
F-8
Subsidiaries operating in highly inflationary economies or primarily using
the United States dollar as their functional currency include gains and losses
from foreign currency transactions and balance sheet translation adjustments in
the consolidated statements of operations.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash, accounts
receivable, notes receivable, accounts payable, accrued liabilities, debt and
mandatorily redeemable securities. These balances are stated in the consolidated
financial statements at amounts that approximate fair market value unless
separately disclosed in the Notes to Consolidated Financial Statements.
COMPREHENSIVE INCOME
Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources. For the Company, comprehensive income consists of its
reported net income or loss and the change in the foreign currency translation
adjustment during a period.
STOCK-BASED COMPENSATION
The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion ("APB")
No. 25, "Accounting for Stock Issued to Employees", and complies with the
disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation". Under APB No. 25, compensation cost is recognized based on the
difference, if any, on the date of grant between the fair market value of the
Company's stock and the amount an employee must pay to acquire the stock.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company accounts for derivative instruments and hedging activities in
accordance with the provisions of 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 fiscal
year 2001.
ACCOUNTING FOR SHIPPING AND HANDLING FEES AND COSTS
The Company accounted for shipping and handling fees and costs in
accordance with the provisions of EITF 00-10, "Accounting for Shipping and
Handling Fees and Costs". EITF 00-10 requires that all amounts billed to a
customer in a sales transaction related to shipping and handling, if any,
represent revenues earned for the goods provided and should be classified as
revenue. It also states that a company may record shipping and handling costs in
cost of sales. If such costs are significant and are not included in cost of
sales (that is, if those costs are accounted for together or separately on other
income statement line items), a company should disclose both the amount(s) of
such costs and the line item(s) on the income statement that include them.
Freight and handling charges of $1.4 million related to customer shipping were
stated on a gross basis in selling expense with a corresponding $1.3 million of
revenue stated in net sales in the fourth quarter of fiscal year 2001. In the
prior reporting periods, these freight and handling charges were netted with the
associated billing of these costs to the Company's customers. Restatements of
the prior periods to conform to EITF 00-10 were impractical because there was no
system in place to capture this information in the past.
F-9
SUPPLEMENTARY CASH FLOW INFORMATION
FOR THE YEARS ENDED
SEPTEMBER 30,
-----------------------------
2001 2000 1999
------- ------- -------
Cash paid for interest ................................... $45,933 $31,890 $53,081
Cash paid for income taxes ............................... 9,530 3,520 4,369
Supplemental non-cash transactions:
Class C Preferred Stock dividends ................... 13,986 6,624 2,261
Class B Redeemable Preferred Stock dividend ......... 2,000 500 --
Additional capital contribution dividends ........... 4,338 -- --
Effective January 2001, Class C Preferred Stock and additional capital
contribution accrue cash dividends at 10% per annum. The syndicated bank
agreement, however, precludes the payment of cash dividends.
INCOME (LOSS) PER COMMON SHARE
Income (loss) per common share has been computed pursuant to the provisions
of Statement of Financial Accounting Standards No. 128, "Earnings per Share."
Basic income (loss) per common share is computed by dividing income (loss)
available to common stockholders by the average number of common shares
outstanding during each period. Income (loss) available to common stockholders
represents reported net income less preferred dividends, additional capital
contribution dividends, and accretion of redemption value for redeemable common
stock. Diluted 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 income from continuing operations
before extraordinary items and sets forth the computation for basic and diluted
income (loss) per share from continuing operations before extraordinary items:
FOR THE YEARS ENDED
SEPTEMBER 30,
-----------------------------------
2001 2000 1999
--------- -------- --------
NUMERATOR FOR BASIC AND DILUTED:
Income (loss) from continuing operations before
extraordinary items ......................................... $(134,455) $(80,783) $ 2,387
Preferred stock dividends ..................................... (13,986) (8,624) (4,261)
Additional capital contribution dividends ..................... (4,338) -- --
Accretion of Old Class B Redeemable Common Stock .............. -- -- (2,223)
--------- -------- --------
Loss from continuing operations before
extraordinary items available for common
stockholders ........................................... $(152,779) $(89,407) $ (4,097)
========= ======== ========
DENOMINATOR -- SHARES:
Weighted average common shares outstanding (basic) ............ 59,824 59,824 43,936
Add potential common shares:
Old Class B Redeemable Common Stock ......................... -- -- 4,909
Less antidilutive effect of potential common shares ........... -- -- (4,909)
--------- -------- --------
Weighted average common shares outstanding
(diluted) .............................................. 59,824 59,824 43,936
========= ======== ========
LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEMS AVAILABLE FOR COMMON
STOCKHOLDERS:
Basic and diluted ........................................... $ (2.55) $ (1.49) $ (0.10)
========= ======== ========
RECENT ACCOUNTING PRONOUNCEMENTS
SFAS No. 141, "Business Combinations" is effective for the Company on July
1, 2001. SFAS No. 141 addresses financial accounting and reporting for business
combinations and supercedes APB Opinion No. 16, Business Combinations, and FASB
Statement No. 38, Accounting for Preacquisition Contingencies of Purchased
Enterprises. All business combinations in the scope of this Statement are to be
accounted for using one method, the purchase method.
SFAS No. 142, "Goodwill and Other Intangible Assets" is effective for the
Company for fiscal years beginning after December 15, 2001, but may be adopted
early as of the beginning of fiscal 2002. SFAS 142 addresses financial
accounting and reporting for acquired goodwill and other intangible assets and
supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible
assets that are acquired individually or with a group of other assets, (but not
those acquired in a business combination) should be accounted for in financial
statements upon their acquisition. This Statement also addresses how goodwill
and other intangible assets should be accounted for after they have been
initially recognized in the financial statements. The Company plans to adopt
early this pronouncement in fiscal 2002 and expects no impairment in its
goodwill and other intangible assets, and to cease the amortization of goodwill
that approximates $9.0 million.
F-10
NOTE 2 -- LIQUIDITY
As of September 30, 2000, the Company was not in compliance with certain
covenants of its syndicated credit facility, which gave the lenders the right to
accelerate payment of all amounts outstanding under the facility. In December
2000, the lenders granted a waiver with respect to these covenants as of
September 30, 2000, December 29, 2000, and March 31, 2001 that extended through
April 30, 2001, at which time any defaults would once again arise. As the
Company did not expect to be in compliance with its covenants once the waiver
expired, all outstanding borrowings under the credit facility were classified as
a current liability as of September 30, 2000.
In connection with granting the waivers, the lenders agreed to reschedule
principal payments within fiscal year 2001. The lenders also accelerated the
final maturity of the term loan and the termination date for the revolving
credit commitments to June 30, 2002 from June 30, 2004. The Company was
obligated to deliver a financial plan through September 30, 2002, which detailed
cash flow projections on a monthly basis as well as proposed alternatives for
the refinancing of the syndicated credit facility or recapitalization of the
Company.
In April 2001, the Company submitted its financial plan to its lenders,
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 non-strategic assets, debt refinancing and additional equity infusions.
On May 31, 2001, the Company's lenders agreed with the financial plan and
the terms to restructure the Company's $310.0 million credit facility. Upon
receipt of the amended credit agreement, long-term portions of borrowings were
reclassified from current liabilities to long-term debt. Among other things, the
amendment extended the final maturity of the credit facility from the previously
agreed on date of June 30, 2002 to December 31, 2002, revised principal payment
dates under the term loan, instituted a new grid pricing formula to determine
interest on borrowings, and revised covenant obligations. Additionally, the
amendment requires the Company to submit monthly reports comparing actual cash
flows to projections as well as describing the progress and status of any asset
sales.
Interim principal obligations under the amendment included $16.0 million due
in the fourth quarter of fiscal year 2001, and $19.0 million, $4.0 million,
$31.0 million, and $9.0 million due in the first, second, third, and fourth
quarters of fiscal year 2002, respectively. All remaining amounts will be due in
the first quarter of fiscal year 2003.
The Company met all required principal and interest payments during fiscal
year 2001, and was in compliance with all of its financial covenants under the
amended credit agreement at September 30, 2001. In October 2001, the Company
completed the sale of an office building in Seoul, South Korea, which generated
net proceeds of approximately $20.0 million. The Company used $19.5 million of
the proceeds to pay the scheduled $19.0 million of its syndicated debt in
October 2001. The Company also sold one of its noncore businesses during fiscal
year 2002, which generated additional proceeds of approximately $17.6 million.
The Company used $13.0 million of the proceeds to prepay its syndicated debt in
January 2002. When combined with cash flows expected to be generated from
on-going operations, these additional proceeds will enable the Company to meet
all obligations and covenants under the credit facility through September 30,
2002. Supporting this assertion is the fact that the Company has exceeded all
cash flow projections on a cumulative basis since March 2001. The Company
believes it can continue to improve its operating cash flows through aggressive
cash collection efforts, disciplined inventory purchases, and lower operating
expenses following the Global Restructuring and Optimization Plan.
Whereas the Company expects to meet its obligations as well as covenant
requirements under the amended credit facility through September 30, 2002, the
Company must successfully execute a refinancing or recapitalization plan prior
to December 31, 2002 in order to meet the final maturity of the facility. Based
on current projections, the Company will be obligated to pay $230.2 million
during the first quarter of fiscal year 2003. The Company intends to pursue
various alternatives in order to complete the refinancing or recapitalization,
however there can be no assurances that it will be able to do so. Failure to
comply with existing covenants which would make the syndicated debt callable, or
inability to obtain adequate financing with reasonable terms prior to December
31, 2002 could have a material adverse impact on the Company's business, results
of operations, or financial condition.
As a result of the Global Restructuring and Optimization Plan the Company
has made significant strides in the enhancement of its cash flow. During fiscal
year 2001, operating activities of the Company utilized $55.0 million less cash
as compared to fiscal year 2000. This improvement in cash flow was primarily due
to positive impacts of a decrease in operating expenses related to a 21.2%
reduction in global headcount since August 2000 and an overall reduction in
working capital arising from strong accounts receivable collections and improved
production planning over the Company's inventory levels. These working capital
improvements were partially offset by severance related costs due to
restructuring and other non-recurring expenses in connection with the Global
Restructuring and Optimization Plan.
F-11
Capital expenditures decreased to $14.3 million for the year ended September
30, 2001, from $41.5 million for the year ended September 30, 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 year
ended September 30, 2001. During fiscal year 2001, the Company sold its
properties in Saticoy, California, Filer, Idaho, and Vineland, New Jersey as
part of its efforts to reduce and consolidate operation and production
facilities. Other investing activities for the year ended September 30, 2001
included approximately $14.1 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 contributions from Savia. The
Company is obligated to pay dividends on these contributions at the rate of
10.0% per year. Through the year ended September 30, 2001, $4.3 million of
accrued dividends pertaining to this transaction have been recorded of which
$3.5 million are classified in accrued liabilities and $.8 million were
paid-in-kind in the form of additional shares and are classified in additional
paid in capital.
The Company had $2.5 million of accrued dividends relating to Class B
Mandatorily Redeemable Preferred Stock at September 30, 2001. These accrued
dividends are classified within mandatorily redeemable stock.
Seminis' total indebtedness as of September 30, 2001 was $336.1 million, of
which $293.2 million were borrowings under the current credit agreement.
Additionally, $16.9 million, $6.1 million, $8.0 million, $3.3 million, and $4.6
million were borrowings by the United States, Chilean, Italian, Spanish, and
Korean subsidiaries, respectively, and $4.0 million were borrowings primarily by
other foreign subsidiaries.
Seminis' exposure to foreign currency fluctuations is primarily due to
foreign currency gains or losses that occur from intercompany loans between
Seminis and its foreign subsidiaries and from 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 September 30, 2001.
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, which commenced in
fiscal year 2000, and focused on North American operations, was completed by the
end of fiscal year 2001. In June 2000, the Company announced the second phase,
which was targeted at its global operations. An expansion of phase two of the
plan was launched in the third quarter of fiscal year 2001 and is expected to be
completed by the end of fiscal year 2002. The key elements to Seminis' global
restructuring and optimization plan involve:
- - Reorganizing its 10 legacy seed companies into four geographical regions;
- - Reducing operation and production facilities;
- - Reducing headcount that results from the reorganization and facility
consolidation;
- - Rationalizing the product portfolio;
- - Implementing an advanced global logistics management information system; and
- - Divesting non-strategic assets.
In connection with phase one of the Global Restructuring and Optimization
Plan, the Company recorded nonrecurring pre-tax charges to operations of
approximately $34.4 million for restructuring costs during fiscal year 2000 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 phase one and
initial phase two severance charge related to a planned 600-employee reduction
worldwide in both operational and administrative groups.
As part of the Implementation of the expanded second phase of the Global
Restructuring and Optimization Plan, a pre-tax charge of $12.0 million was
recorded in selling, general and administrative expenses by the Company in the
third quarter of fiscal year 2001. This charge primarily related to severance
and related costs, resulting from an additional planned 250-employee reduction
worldwide in both operational and administrative groups. Further employee
reductions were identified in the fourth quarter of fiscal year 2001.
Additionally, the Company recorded non-cash inventory write-downs of $58.2
million in cost of goods sold in order to comply with more stringent seed
quality standards and to further rationalize the Company's product portfolio
from 6,000 to 4,000 varieties. The Company also sold its properties in Saticoy,
California, Filer, Idaho, Vineland, New Jersey and South Korea as part of its
efforts to reduce and consolidate operation and production facilities.
There were 758 and 144 employees severed in fiscal year 2001 and 2000,
respectively, primarily as part of the Global Restructuring and Optimization
Plan.
Remaining components of the restructuring accruals are as follows:
F-12
AMOUNTS BALANCE AT ADDITIONAL AMOUNTS BALANCE AT
CHARGES INCURRED SEPTEMBER 30, CHARGES INCURRED SEPTEMBER 30,
2000 2000 2000 2001 2001 2001
------- -------- ------------- ---------- --------- -------------
Severance and related expenses ......... $14.0 $ (1.8) $12.2 $12.0 $(12.3) $11.9
Inventory write-down ................... 18.4 (18.4) -- $58.2 $(58.2) --
Other .................................. 2.0 (2.0) -- -- -- --
----- ------ ----- ----- ------ -----
Total ............................... $34.4 $(22.2) $12.2 $70.2 $(70.5) $11.9
===== ====== ===== ===== ====== =====
To date, there have been no material adjustments to amounts accrued under
the plan.
NOTE 4 -- MERGERS AND ACQUISITIONS
HUNGNONG SEED CO., LTD
In July 1998, the Company acquired newly and previously issued common stock
of Hungnong Seed Co., Ltd. ("Hungnong"), a South Korean vegetable seed company
representing a 70% ownership interest, for $120,620. The acquisition was funded
by capital contributions by the Company's stockholders (Note 10) and borrowings
under the Company's long-term debt facility (Note 9). The results of Hungnong's
operations have been consolidated with those of the Company since the date of
acquisition. The gross acquisition cost of $120,620 includes $86,687 of acquired
cash.
The acquisition was accounted for using the purchase method of accounting.
Accordingly, a portion of the purchase price was allocated to the net assets
acquired based on their estimated fair market values. The fair market value of
assets acquired and liabilities assumed was $196,176 and $144,513, respectively.
The balance of the purchase price, $68,957, was recorded as excess of cost over
net assets acquired (goodwill) and is being amortized over 15 years on a
straight-line basis.
In connection with the purchase of its 70% interest in Hungnong, Seminis
loaned $35,612 to Young Il Chemical Company which is owned by minority
stockholders of Hungnong. In July 1999, the Young Il Chemical Company repaid the
entire outstanding balance of its loan due to Seminis.
The Hungnong minority shareholders had the option to put their 30% interest
in Hungnong to the Company at a price of 2 billion South Korean won for each 1%
of outstanding shares plus accrued interest which accrued at 10% per annum from
July 15, 1998. In fiscal year 1999, the Hungnong minority shareholders exercised
their put option for the remaining 30% of the outstanding shares of Hungnong. As
a result, the Company paid $54,772 to increase its ownership in Hungnong from
70% to 100%. The Company also recorded additional goodwill of $34,359 in
connection with the 30% put option purchase.
The Hungnong 30% put option purchase was partially funded by Savia's
December 1998 equity investment in Seminis of $10,000 in exchange for 1.0 shares
of Class C Preferred Stock (Note 10) and proceeds of $35,612 from the Young Il
Chemical Note which was collected in July 1999.
CHOONG ANG SEED COMPANY
In July 1998, the Company acquired all of the outstanding shares of Choong
Ang Seed Company ("Choong Ang"), a South Korean vegetable seed company, for
$20,500. The acquisition was funded by capital contributions by the Company's
stockholders (Note 10) and borrowings under long-term debt facilities (Note 9).
The results of Choong Ang's operations have been consolidated with those of the
Company since the date of acquisition. The gross acquisition cost of $20,500
includes $1,112 of acquired cash.
The acquisition was accounted for using the purchase method of accounting.
Accordingly, a portion of the purchase price was allocated to the net assets
acquired based on their estimated fair market values. The fair market value of
assets acquired and liabilities assumed was $35,272 and $21,589, respectively.
The balance of the purchase price, $6,817, was recorded as excess of cost over
net assets acquired (goodwill) and is being amortized over 15 years on a
straight-line basis.
UNAUDITED PRO FORMA RESULTS
Unaudited pro forma consolidated results of operations are presented in the
table below for the year ended September 30, 1999. The pro forma results reflect
the Hungnong and Choong Ang fiscal year 1998 acquisitions, as well as the fiscal
year 1999 Hungnong put option purchase, as if they had occurred at the beginning
of the fiscal year:
F-13
1999
---------
Total revenues ..................................................... $ 530,633
Income (loss) from continuing operations before extraordinary
items ............................................................ 288
Loss from continuing operations before extraordinary items
available for common stockholders ................................ (6,446)
Loss from continuing operations before extraordinary items
available for common stockholders per common share
Basic and diluted ................................................ $ (0.15)
Weighted average common shares outstanding
Basic and diluted ................................................ 43,936
In management's opinion, the unaudited pro forma consolidated results of
operations may not necessarily be indicative of the actual results that would
have occurred had the acquisition been consummated at the beginning of fiscal
year 1999 or of future operations of the combined companies under the ownership
and management of the Company.
NOTE 5 -- INVENTORIES
Inventories consist of the following at September 30, 2001 and 2000:
2001 2000
-------- --------
Seed .................................................. $246,250 $290,629
Unharvested crop growing costs ........................ 25,857 31,663
Supplies .............................................. 7,576 10,995
-------- --------
Total net inventories ....................... $279,683 $333,287
======== ========
Inventories are presented net of reserves of $114,316 and $94,640 at
September 30, 2001 and 2000, respectively. Non-cash inventory write-downs of
approximately $73,851 and $58,948 were taken in fiscal years 2001 and 2000,
respectively. The write-downs in fiscal year 2001 included approximately $58.2
million of charges taken in conjunction with the Company's Global Restructuring
and Optimization Plan. During fiscal year 2001, the Company rationalized its
product line from 6,000 to 4,000 varieties as well as imposed more stringent
quality standards.
F-14
NOTE 6 -- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following at September 30, 2001
and 2000:
2001 2000
--------- ---------
Land .................................................. $ 42,383 $ 72,763
Buildings and improvements ............................ 123,893 137,063
Machinery and equipment ............................... 67,518 70,523
Construction in progress .............................. 7,073 606
--------- ---------
240,867 280,955
Less: accumulated depreciation ........................ (58,606) (54,450)
--------- ---------
$ 182,261 $ 226,505
========= =========
NOTE 7 -- INTANGIBLE ASSETS
Intangible assets at September 30, 2001 and 2000 consist of the following
and are net of accumulated amortization for the respective fiscal years as
parenthetically noted:
2001 2000
-------- --------
Goodwill (net of $28,017 and $21,654) ................. $ 93,082 $128,387
Software costs (net of $14,603 and $8,017) ............ 17,747 23,491
Trademarks (net of $6,980 and $6,101) ................. 7,920 8,799
Germplasm (net of $64,044 and $58,261) ................ 35,087 48,662
Other intangible assets (net of $10,109 and $6,972) ... 15,828 18,500
-------- --------
$169,664 $227,839
======== ========
NOTE 8 -- ACCRUED LIABILITIES
Accrued liabilities consist of the following at September 30, 2001 and 2000:
2001 2000
------- -------
Employee salaries and related benefits ................ $34,504 $46,110
Seedmen's errors and omissions ........................ 3,595 3,328
Interest .............................................. 1,184 6,692
Other ................................................. 49,886 40,323
------- -------
$89,169 $96,453
======= =======
NOTE 9 -- LONG-TERM DEBT
Long-term debt consists of the following at September 30, 2001 and 2000:
2001 2000
--------- ---------
Syndicated credit agreement borrowings ................ $ 293,200 $ 322,300
South Korean borrowings due in annual installments
through 2007 ........................................ 1,956 2,632
GE Capital borrowings ................................. 16,077 17,773
Other borrowings ...................................... 5,192 6,421
--------- ---------
316,425 349,126
Less current portion .................................. (67,527) (325,658)
--------- ---------
$ 248,898 $ 23,468
========= =========
Other borrowing consist of various domestic and foreign, government and
non-government loans of less than $2,000 each, bearing interest annually at
average rates of 8.5% through 2007.
F-15
As of September 30, 2001, long-term debt maturities are as follows:
YEAR ENDING
SEPTEMBER 30
------------
2002..................................... $ 67,527
2003..................................... 233,242
2004..................................... 2,703
2005..................................... 2,807
2006..................................... 2,801
Thereafter............................... 7,345
--------
$316,425
========
In July 1999, the Company entered into a new credit agreement with Bank of
Montreal and Harris Trust and Savings Bank providing for a $350,000 credit
facility. The Company used a portion of the net proceeds of its initial public
offering (Note 10) and funds available under the new credit facility to pay loan
origination fees and repay indebtedness under its previous credit agreement. The
Company's $350,000 credit facility consists of a term loan in the amount of
$200,000 and a revolving line of credit in the amount of $150,000. The term loan
required semi-annual payments, with the remaining balance due and the revolving
line of credit originally maturing on June 30, 2004.
The July 1999 agreement contains a number of financial covenants, including
net worth and indebtedness tests, and limitations on its ability to make
acquisitions, transfer or sell assets, create liens, pay dividends, enter into
transactions with its affiliates or enter into a merger, consolidation or sale
of substantially all of its assets. The agreement is secured by the intellectual
property of Seminis and 100% of the shares of Seminis Vegetable Seeds, Inc., a
wholly owned subsidiary of Seminis, Inc., and shares of some other international
subsidiaries. The credit agreement provides for events of default typical of
facilities of its type, as well as an event of default if Pulsar Internacional,
S.A. de C.V., together with its affiliates, which includes Savia, fails to hold
a majority of the board of directors or direct management of the Company or
control at least 51% of the voting rights of the Company.
In June 2000, the Company amended its credit agreement to provide for more
relaxed financial covenant ratios as well as to allow for the needed expenses
related to the Global Restructuring and Optimization Plan. The Company also
entered into a security agreement with the lenders that collateralized certain
receivables, general intangibles and inventory. At September 30, 2000, December
29, 2000 and March 30, 2001, the Company was not in compliance with minimum
interest coverage and maximum debt ratio covenants and therefore, outstanding
borrowings under this facility were classified as a current liability as of
September 30, 2000, December 29, 2000, and March 30, 2001.
In April 2001, the Company submitted a 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 non-strategic assets, debt
refinancing and additional equity infusions.
On May 31, 2001, the Company's lenders agreed with the financial plan and
the terms to restructure the Company's $310.0 million credit facility. Under the
revised maturity schedule of the amended credit agreement, long-term portions of
borrowings have been reclassified from current liabilities to long-term debt.
The amendment extended the final maturity of the credit facility from the
previously agreed on date of June 30, 2002 to December 31, 2002, with principal
payments of $63.0 million due in fiscal year 2002. The Company expects to fund
these principal payments through improved operating cash flows and the sale of
non-strategic assets. The amended credit agreement bears interest according to a
grid pricing formula based on the achievement of specified debt levels with
current interest at the prime rate plus 2.25%. The effective interest rate at
September 2001 was 8.5%. Under the terms of the amended credit agreement, the
Company believes it will be able to satisfy all revised covenants ratios during
the remaining term of the agreement. The Company is continuing to pursue its
efforts of finding alternative sources of capital to improve its capital
structure and repay the bank debt.
At September 30, 2001, the Company was in compliance with all of its
financial covenants and obligations under the amended credit agreement.
Loan origination fees of $3,611 were capitalized in fiscal year 1999 in
connection with the July 1999 credit agreement, $2,222 were capitalized in
fiscal year 2000 in connection with the amended credit agreement, and $2,985
were capitalized in fiscal year 2001 in connection with the May 2001 amended
credit agreement. The fees are being amortized to interest expense over the life
of the
F-16
agreement. Interest expense includes amortization of loan origination fees of
$3,075, $843, and $1,560 in fiscal years 2001, 2000, and 1999, respectively.
Upon extinguishment of the April 1999 credit agreement, the unamortized loan
fees of $4,500 relating to the agreement were charged to results of operations
as an extraordinary item of $2,790, net of tax.
At September 30, 1998, the Company's credit facility consisted of a $75,000
revolving line of credit and $300,000 in term loans. The Company used borrowings
under its April 1999 credit agreement to repay borrowings outstanding under the
old agreement existing at September 30, 1998. Upon extinguishment of the old
agreement, unamortized loan fees of $6,408, relating to the old agreement were
charged to operations as an extraordinary item of $3,973, net of tax.
For the fiscal year ended September 30, 2001, the Company incurred interest
at a weighted-average rate of 11.19% per annum.
NOTE 10 -- CAPITAL STOCK AND MANDATORILY REDEEMABLE EQUITY SECURITIES
RECAPITALIZATION
In January 1999, the Board of Directors of Seminis, Inc., an Illinois
corporation, authorized the reincorporation of the Company in Delaware. In
conjunction with the reincorporation the holders of certain securities agreed to
a plan for the recapitalization of the Company (the "Recapitalization") to occur
concurrently. The Recapitalization was effective June 18, 1999 and provided for
the exchange of shares of the Illinois corporation for shares of the Delaware
corporation as follows: (i) all preferred stock was exchanged for like preferred
stock; (ii) all 6,772 shares of Class B Redeemable Common Stock ("Old Class B
Redeemable Common Stock") were converted into one-half the number of such shares
of Class B Common Stock; (iii) all Class A Common Stock was exchanged for
one-half the number of such shares of Class B Common Stock; and (iv) all options
to purchase Class C Common Stock were exchanged for options to purchase Class A
Common Stock. Immediately following the Recapitalization, the Company paid a
1-for-1 stock dividend to all holders of Class B Common Stock.
INITIAL PUBLIC OFFERING
In July 1999, the Company completed an initial public offering of 13,750
shares of Class A Common Stock at an initial offering price of $15.00 per share,
raising net proceeds of $191,700. The Company used the net proceeds of the
offering and funds available under the new July 1999 credit facility (Note 9) to
pay loan origination fees, repay indebtedness under the April 1999 credit
agreement and $7,700 of a $20,000 intercompany advance from Savia (Note 15). The
remaining $12,300 of the intercompany advance was converted into 1.2 shares of
Class C Preferred Stock.
CLASS A AND B REDEEMABLE PREFERRED STOCK
On October 1, 1995, the Company acquired Petoseed Co., Inc. ("Petoseed")
through a tax-free merger (the "Merger") with George J. Ball, Inc. ("Ball"). As
part of the transaction, Seminis issued 25 shares of Class A Redeemable
Preferred Stock to the stockholders of Ball. Upon the completion of the
Company's initial public offering in July 1999, each share of Class A Redeemable
Preferred Stock automatically converted into one share of Class B Redeemable
Preferred Stock.
The Class B Redeemable Preferred Stock has no voting rights. The Company
pays quarterly dividends on all issued shares of Class B Redeemable Preferred
Stock at a rate of 8% per year. Dividends are cumulative if unpaid and are added
to the redemption value of the shares. The liquidation value of the shares is
equal to the redemption value at any point in time. Class B Redeemable Preferred
Stock is not redeemable at the option of the holder. The Company shall redeem
all outstanding shares of the Class B Redeemable Preferred Stock on October 1,
2005.
OLD CLASS B REDEEMABLE COMMON STOCK
The Company also issued 18,091 shares of Old Class B Redeemable Common Stock
to the Ball stockholders as part of the Ball Merger. In November 1997, Savia
purchased 3,895 shares of Old Class B Redeemable Common Stock from the former
Ball stockholders for $72,875 or $18.71 per share. In January 1998, the Company
repurchased 11,319 shares of Old Class B Redeemable Common Stock from the former
Ball stockholders for $211,824 or $18.71 per share. Such shares were canceled
upon repurchase.
F-17
Upon the Recapitalization in June 1999, each share of Old Class B Redeemable
Common Stock automatically converted into one share of Class B Common Stock,
however, upon the conversion, the Old Class B Redeemable Common Stock lost its
redemption and accretion rights.
The redemption price of the Old Class B Redeemable Common Stock accreted at
an annual rate of approximately 6%. The redemption price was $7.48 per share on
the June 18, 1999 conversion date, and $7.15 per share on October 1, 1998.
CLASS A COMMON STOCK
The Company is authorized to issue up to 211,000 shares of Class A Common
Stock. Upon completion of the Company's initial public offering in July 1999,
the Company issued 13,750 shares of Class A Common Stock. In addition, 3,677
shares were reserved for issuance of stock options. Class A Common Stock is
entitled to one vote per share.
CLASS B COMMON STOCK
Following the Ball Merger, Savia owned all 30,000 outstanding shares of the
Company's Class B Common Stock. During fiscal year 1998, the Company issued
7,386 shares of Class B Common Stock for cash in the amount of $138,200. The
share price of $18.71 was based on the fair market value of the Company at the
time of the transaction.
In February 1999, the Company converted its convertible subordinated debt
due Savia of $35,857 into 1,916 shares of Class B Common Stock at $18.71 per
share. As part of the Company's recapitalization in June 1999, 6,772 shares of
Old Class B Redeemable Common Stock were effectively converted into the same
number of shares of Class B Common Stock. Holders of the Class B Common Stock
are entitled to three votes per share.
In the fourth quarter of fiscal year 2001, 706 shares of Class B Common
Stock were converted to Class A Common Stock and in the second quarter of fiscal
year 2000, 226 shares of Class B Common Stock were converted to Class A Common
Stock.
CLASS C PREFERRED STOCK
The Company is authorized to issue up to 14 shares of its Class C Preferred
Stock. In December 1998, Savia made an equity investment in Seminis of $10,000
in exchange for 1 shares of Class C Preferred Stock to finance the purchase of
shares of Hungnong which Seminis was obligated to purchase from the minority
shareholders. In March 1999, Savia made an additional equity investment in
Seminis of $20,000 in exchange for 2 shares of Class C Preferred Stock to
finance working capital requirements. In July 1999, the Company converted
$12,300 of an intercompany advance from Savia into 1.2 shares of Class C
Preferred Stock. In April, May and June 2000, the company converted $22,000,
$14,000 and $6,000 respectively, of intercompany advances from Savia into 2.2
shares, 1.4 shares and .6 shares of Class C Preferred Stock. In August and
September 2000, Savia made additional equity investments of $10,000 and $14,000,
respectively, in exchange for 1.0 shares and 1.4 shares of Class C Preferred
Stock.
Shares of Class C Preferred Stock have no voting rights and are redeemable
at the option of the Company. Dividends accrue cumulatively at the rate of 10%
per year and are payable quarterly. Dividends payable through January 2001 are
payable by issuing additional fully paid and non assessable shares of Class C
Preferred Stock. Subsequently, the dividends are part of the accrued
liabilities.
The liquidation value of Class C Preferred Stock at September 30, 2001,
included $8,989 of accrued cash dividends classified in accrued liabilities.
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. The Company is obligated to pay
dividends on these contributions at the rate of 10% per year.
F-18
NOTE 11 -- INCOME TAXES
Income (loss) from continuing operations before income taxes and
extraordinary items consists of the following:
2001 2000 1999
--------- --------- --------
U.S. operations ............................ $ (98,826) $ (90,311) $(10,936)
Foreign operations ......................... 4,346 (15,026) 15,819
--------- --------- --------
$ (94,480) $(105,337) $ 4,883
========= ========= ========
The expense (benefit) for income taxes consists of the following:
2001 2000 1999
-------- -------- --------
Current:
Federal .............................. $ -- $ -- $ (2,150)
State ................................ 125 806 (183)
Foreign .............................. 6,336 12,099 10,329
-------- -------- --------
6,461 12,905 7,996
-------- -------- --------
Deferred:
Federal .............................. 23,355 (32,466) (1,705)
State ................................ 2,702 (2,824) (145)
Foreign .............................. 7,457 (2,169) (3,650)
-------- -------- --------
33,514 (37,459) (5,500)
-------- -------- --------
$ 39,975 $(24,554) $ 2,496
======== ======== ========
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities as of September 30, 2001 and
2000 are as follows:
2001 2000
-------- --------
Deferred tax assets:
Accounts Receivable .................................... $ 2,626 $ 1,396
Inventories ............................................ 23,411 20,353
Other accruals ......................................... 12,338 10,636
Net operating loss carryforwards and other credits ..... 59,135 42,732
-------- --------
Total deferred tax assets ...................... 97,510 75,117
Valuation allowances and reserves ...................... (62,769) (18,601)
-------- --------
Net deferred tax assets ........................ 34,741 56,516
-------- --------
Deferred tax assets (liabilities):
Fixed and Intangible Assets ............................ (28,640) (37,164)
Accrued taxes on undistributed foreign earnings ........ (21,837) (13,653)
-------- --------
Total deferred tax assets (liabilities) ........ (50,477) (50,817)
-------- --------
$(15,736) $ 5,699
======== ========
Based upon assessment of the net deferred tax assets in the United States
and foreign jurisdictions, an increase in the valuation allowance on the
remaining deferred tax assets in the United States and the Netherlands was
considered necessary as of September 30, 2001.
The valuation allowance for deferred tax assets as of September 30, 2001 and
2000 was $62,769 and $18,601, respectively. The net change in the total
valuation allowance for the years ended September 30, 2001 and 2000 was an
increase of $44,168 and an increase of $11,521, respectively.
The Company's tax asset for net operating loss carryforwards and other
credits primarily consists of a Netherlands net operating loss carryforward of
$45,655 which has an indefinite life, and a United States net operating loss
carryforward of $94,456 which will expire in 2020 and 2021.
To address current cash flow needs in the United States, the repatriation
strategy during fiscal year 2001 for earnings in Korea was changed. Accordingly,
tax was recorded for previously undistributed Korean earnings. The earnings for
certain other foreign subsidiaries will only be repatriated to the United States
to the extent the foreign taxes can be utilized as foreign tax credits against
federal taxes.
F-19
The expense (benefit) for income taxes varies from income taxes based on
the federal statutory rate as follows:
2001 2000 1999
-------- -------- --------
Income tax (benefit) at statutory Federal rate .............................. $(33,068) $(36,868) $ 1,709
State and local income tax (benefit), net of Federal income tax effect ...... (168) (1,312) (213)
Research and other tax credits .............................................. (1,064) (1,358) (1,034)
Repatriated foreign earnings................................................. 23,739 -- --
Foreign earnings taxed at different rates ................................... 4,385 (2,051) (317)
Net increase (decrease) in valuation allowances and reserves ................ 44,168 11,521 (134)
Goodwill amortization ....................................................... 3,194 3,558 2,672
Other ....................................................................... (1,211) 1,956 (187)
-------- -------- --------
$ 39,975 $(24,554) $ 2,496
======== ======== ========
NOTE 12 -- EMPLOYEE BENEFITS
PENSION AND RETIREMENT PLANS
U.S. Plans. The Company maintains a Company-sponsored defined contribution
savings plan covering eligible employees. Company contributions are based on a
percentage of employee contributions and on employee salaries. Company
contributions totaled $2,428, $2,499, and $2,208 in fiscal years 2001, 2000, and
1999, respectively. The Company also maintains a qualified profit sharing plan.
Annual contributions are made at the discretion of the Company's board of
directors and totaled $566, $440, and $1,058 in fiscal years 2001, 2000, and
1999, respectively.
Foreign Plans. In accordance with the local statutory requirements, the
Company sponsors retirement and severance plans at several of its foreign
locations. The Company has an accrual of $11,531 at September 30, 2001 and
$12,932 at September 30, 2000 for anticipated payments to be made to foreign
employees upon retirement or termination.
The Company provides a defined-benefit pension plan in the Netherlands (the
"Netherlands Plan") as required by statute. The following provides a
reconciliation of the benefit obligation, plan assets and funded status of the
Netherlands Plan as of September 30, 2001 and 2000.
2001 2000
-------- --------
CHANGE IN PROJECTED BENEFIT OBLIGATION:
Projected benefit obligation at beginning of year .............. $ 34,193 $ 32,597
Service cost ................................................... 1,393 1,509
Interest cost .................................................. 2,265 1,752
Actuarial loss ................................................. 3,019 4,710
Benefits paid .................................................. (844) --
Translation difference ......................................... 1,653 (6,375)
-------- --------
Projected benefit obligation at end of year .................... 41,679 34,193
-------- --------
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year ................. 31,978 36,564
Actual return on plan assets ................................... 671 884
Contributions .................................................. 1,035 966
Benefits paid .................................................. (844) --
Translation difference ......................................... 1,303 (6,436)
-------- --------
Fair value of plan assets at end of year ....................... 34,143 31,978
-------- --------
Funded status of plan .......................................... (7,536) (2,215)
Unrecognized net loss .......................................... 10,981 7,032
Unrecognized prior service cost ................................ (3,322) (3,380)
-------- --------
Prepaid pension asset .......................................... $ 123 $ 1,437
======== ========
F-20
The components of net pension expense of the Netherlands Plan, based on the
most recent valuation dates, are as follows:
2001 2000 1999
------- ------- -------
Service cost ............................... $ 1,393 $ 1,509 $ 1,236
Interest cost .............................. 2,265 1,752 1,928
Actual gain on plan assets ................. (649) (960) (3,992)
Net amortization and deferral .............. (1,294) (1,256) 1,403
------- ------- -------
$ 1,715 $ 1,045 $ 575
======= ======= =======
Assumptions used in the above calculations are as follows:
2001 2000 1999
---- ---- ----
Weighted-average discount rate................... 6.0% 6.3% 6.0%
Rate of future compensation increases............ 5.5 5.5 5.0
Long-term rate of return on plan assets.......... 8.0 8.0 7.5
STOCK OPTION PLAN
In 1998, the Company adopted the Seminis 1998 Stock Option Plan (the "Stock
Option Plan") under which key employees and board of director members may be
granted options to purchase shares of the Company's authorized and issued Class
A Common Stock. The board of directors reserved 3,677 shares for issuance under
the plan, and, in July 1998, awarded options to acquire 267 shares by plan
participants. During October 1999 and August 2000, 520 options and 432 options
were issued at $7.63 and $1.56 per share, respectively. During October 2000 and
August 2001, 513 options and 950 options were issued at $1.36 and $1.18 per
share, respectively. Under the Stock Option Plan, the option exercise price is
equal to fair market value at the date of grant.
Options currently expire no later than ten years from the grant date and
generally vest over four years. Proceeds received by the Company from exercises
will be credited to common stock and additional paid-in capital.
Stock option plan activity during the three years ended September 30, 2001
was as follows:
NUMBER WEIGHTED AVERAGE
OF SHARES EXERCISE PRICE
--------- ----------------
September 30, 1998...................... 3,410 --
Grants................................ -- --
Exercises............................. -- --
Cancellations......................... -- --
-----
September 30, 1999...................... 3,410 --
Grants................................ (952) $ 4.87
Exercises............................. -- --
Cancellations......................... 135 13.02
-----
September 30, 2000...................... 2,593
Grants................................ (1,462) 1.24
Exercises............................. -- --
Cancellations......................... 434 7.11
-----
September 30, 2001...................... 1,565
=====
The following table summarizes information concerning currently outstanding
and exercisable stock options:
NUMBER NUMBER
OUTSTANDING EXERCISABLE
AS OF REMAINING AS OF
EXERCISE PRICE 9/30/01 CONTRACTUAL LIFE 9/30/01
-------------- ----------- ---------------- -----------
$ 1.18........ 950 9.92 years 0
1.36........ 434 9.04 years 0
1.56........ 308 8.92 years 77
7.63........ 311 8.04 years 78
18.71........ 109 6.75 years 82
------ ---
2,112 237
====== ===
F-21
Pro forma information regarding net income is required by SFAS No. 123. This
information is required to be determined as if the Company had accounted for its
employee stock options granted under the fair market value method of that
statement. The weighted average fair value of options granted in fiscal year
2000 was $2.80 per share using the Black-Scholes option pricing model, assuming
a weighted average risk-free interest rate of 6.03%, an expected life of five
years and no projected dividend yields. Stock price volatility was 55% and 100%
for the October 1999 and August 2000 grants, respectively. The weighted average
fair value of options granted in fiscal year 2001 was $0.96 per share using the
Black-Scholes options pricing model, assuming a weighted average risk-free
interest rate of 5.04%, an expected life of five years and no projected dividend
yields. Stock price volatility was 100% for both the October 2000 grants and
August 2001 grants.
For purposes of pro forma disclosures, the estimated fair market value of
the options is amortized to expense over the options' vesting periods. There is
no material difference in net loss per share in applying the pro forma
provisions of SFAS No. 123 for the years ended September 30, 2001, 2000 and
1999.
STOCK AWARD PLAN
During the quarter ended June 29, 2001, the Company adopted a stock award
plan that is subject to shareholders' approval. Certain key executives will be
awarded with Company shares that vest after meeting certain quarterly
performance criteria over 18 months. Upon meeting each quarterly goal, the
shares awarded are immediately vested subject to shareholders' approval. Total
number of shares eligible to be awarded under this plan is 4.8 million.
Performance targets were met for the first two quarters of the defined periods
of the stock award plan, which resulted in an accrual of approximately $2.6
million recorded in selling, general and administrative expenses based on
current market value of Common Stock at the date the award was earned.
NOTE 13 -- COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases land, buildings, machinery and equipment under operating
leases. Rental expenses aggregated approximately $9,461, $11,973, and 12,420 in
fiscal years 2001, 2000, and 1999, respectively.
Minimum annual lease commitments under non-cancelable operating leases at
September 30, 2001 are as follows:
YEAR ENDING
SEPTEMBER 30,
-------------
2002................................... $ 6,225
2003................................... 4,321
2004................................... 3,239
2005................................... 1,915
2006................................... 719
Thereafter............................. 750
-------
$17,169
=======
CONTINGENCIES
The Company has been named as a defendant in various lawsuits arising out of
alleged seedmen's errors and omissions. The Company maintains third-party
seedmen's errors and omissions insurance covering these types of claims, thus
policies are subject to annual renewal and revisions and house deductibles and
coverage limits. An accrual for management's estimate of exposure related to
such claims has been recorded in the financial statements and is disclosed in
Note 8. It is the opinion of management that the ultimate resolution of these
matters will not have a material adverse effect on the Company's consolidated
financial position or results of operations.
Historically, resolution of asserted claims has been in line with
management's expectations.
F-22
NOTE 14 -- GEOGRAPHIC INFORMATION
The Company operates principally in one business segment consisting of the
development, production and marketing of vegetable and fruit seeds. Revenues
derived from sales to external customers attributed to the Company's country of
domicile, to individual countries representing more than 10% of the Company's
consolidated net sales and to all other foreign countries in total are
summarized as follows:
2001 2000 1999
-------- -------- --------
Net sales:
United States ................................. $140,016 $138,774 $151,271
Italy ......................................... 37,933 41,789 50,928
South Korea ................................... 56,583 60,732 53,469
Spain ......................................... 25,717 28,153 28,622
Mexico ........................................ 27,809 22,578 34,426
Other foreign ................................. 161,837 182,419 211,917
-------- -------- --------
Consolidated net sales ................ $449,895 $474,445 $530,633
======== ======== ========
Long-lived assets other than financial instruments and deferred tax assets
located in the Company's country of domicile, located in individual foreign
countries representing more than 10% of the Company's consolidated long-lived
assets and located in all other foreign countries in total in which the Company
holds assets are summarized as follows:
2001 2000
-------- --------
Long-lived assets:
United States ........................................... $159,169 $180,101
The Netherlands ......................................... 32,724 33,804
South Korea ............................................. 125,608 194,939
Other foreign ........................................... 50,111 61,694
-------- --------
Consolidated long-lived assets .................. $367,612 $470,538
======== ========
NOTE 15 -- RELATED PARTIES
Balances and transactions with related parties included in the consolidated
financial statements are as follows:
(a) Research and development expenses included $2,255 in fiscal year
2001 and $2,500 in fiscal years 2000 and 1999 in biotechnology research fees
incurred pursuant to an agreement between the Company and Bionova Holding
Corporation, a publicly traded company. Savia is the majority stockholder in
Bionova.
(b) On February 1, 1999, the subordinated debt of $35,857 payable to
Savia was converted into 1,916 shares of Class B Common Stock at $18.71 per
share.
(c) At September 30, 2000, Savia owned 11.70 shares of Class C Preferred
Stock. The amount consists of an equity investment made by Savia of $10,000
in December 1998 in exchange for 1 shares of Class C Preferred Stock to
finance the purchase of shares of Hungnong (Note 2) and an equity investment
in March 1999 of $20,000 in exchange for 2 shares to finance working capital
requirements. In addition, Seminis borrowed $20,000 in January 1999 from
Savia. Seminis used net proceeds from its initial public offering to repay
$7,700 of the intercompany advance and the remaining $12,300 was converted
into 1.23 shares of Class C Preferred Stock. The remaining 0.23 shares were
issued as payment in kind dividends during fiscal year 1999. In April, May
and June 2000, Savia converted $22,000, $14,000 and $6,000 of intercompany
advances, respectively, to 2.20, 1.40 and .60 shares of Class C Preferred
Stock. In August and September 2000, Savia made additional equity
investments of $10,000 and $14,000 in exchange for 1.00 and 1.40 shares of
Class C Preferred Stock. The remaining .64 shares were issued as payment in
kind dividends during fiscal year 2000.
(d) In October and November 2000, Savia made additional capital
contributions of $31,850 and $14,000, respectively.
(e) In fiscal year 2001, the Company had sales of $944 to Agrobionova,
an affiliate of Savia, and a receivable of $617 at September 30, 2001. The
Company also had sales of $296 to Bionova, an affiliate of Savia, and a
corresponding receivable of $296 at September 30, 2001.
F-23
NOTE 16 -- QUARTERLY FINANCIAL DATA (UNAUDITED)
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 33.7% and 39.3% of
its fiscal year 2001 and 2000 net sales, respectively, during its second fiscal
quarter. Seminis' results in any particular quarter should not be considered
indicative of those to be expected for a full year.
The following table sets forth results of operations data for the last eight
fiscal quarters.
QUARTER ENDED
--------------------------------------------------------------------------------------
FISCAL YEAR 2001 FISCAL YEAR 2000
------------------------------------------ -----------------------------------------
DEC. 31, MAR. 31, JUN. 30, SEP. 30, DEC. 31, MAR. 31, JUN. 30, SEP. 30,
-------- -------- --------- --------- -------- -------- --------- --------
Net sales ............................ $ 81,233 $151,514 $ 106,445 $ 110,703 $ 81,186 $186,604 $ 114,360 $ 92,295
Gross profit ......................... 48,271 92,155 10,238 67,164 50,336 111,863 54,724 20,417
Net income (loss) .................... (16,837) 4,879 (107,090) (15,407) (19,067) 19,408 (19,247) (61,877)
Income (loss) from continuing
operations before
Extraordinary items available
for common stockholders ............ (21,086) 216 (111,750) (20,159) (20,706) 17,753 (21,613) (64,841)
Income (loss) from continuing
operations before extraordinary
items available for common
stockholders per common share,
basic and diluted .................. (0.35) -- (1.87) (0.33) (0.35) 0.30 (0.36) (1.08)
Results for the third quarter of fiscal year 2001 have been restated from
those originally issued by the Company in order to reflect the establishment of
a valuation allowance for certain deferred tax assets which should have been
recognized following the losses incurred during the third quarter. The effect
of the restatement was to increase tax expense and net loss by $42.6 million
and increase net loss per share by $0.71.
NOTE 17 -- SUBSEQUENT EVENT
In January 2002, the Company completed the sale of one of its non-core
subsidiary, Incotec. Proceeds from the sale totalled $17.6 million, of which
$13.0 million was used to prepay future debt maturities under the Syndicated
Debt Facilities. The Company expects to record a gain related to the
transaction.
F-24
VALUATION AND QUALIFYING ACCOUNTS
FOREIGN
BALANCE AT ADDITIONS CURRENCY
BEGINNING OF CHARGED TO TRANSLATION BALANCE AT
YEAR OPERATIONS DEDUCTIONS ACQUISITIONS RECLASSIFICATION ADJUSTMENTS END OF YEAR
------------ ---------- ---------- ------------ ---------------- ----------- -----------
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Year Ending September 30, 1999 .. 12,451,000 5,199,000 (2,816,000) -- -- 4,000 14,838,000
Year Ending September 30, 2000 .. 14,838,000 4,886,000 (5,152,000) -- -- (394,000) 14,178,000
Year Ending September 30, 2001 .. 14,178,000 5,482,000 (6,461,000) -- (385,000) (720,000) 12,094,000
INVENTORY RESERVE
Year Ending September 30, 1999 .. 44,263,000 11,496,000 (14,325,000) -- -- 727,000 42,161,000
Year Ending September 30, 2000 .. 42,161,000 58,948,000 (16,085,000) -- 11,408,000(a) (1,792,000) 94,640,000
Year Ending September 30, 2001 .. 94,640,000 73,851,000 (52,766,000) -- -- (1,409,000) 114,316,000
- ----------
(a) Amount primarily related to reserve reclassification of non-valued
(obsolete) seed from a net inventory presentation in fiscal years 1998 and
1999, to a gross inventory presentation in fiscal years 2000 and 2001.
S-1