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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
----------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 28, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO _______________
COMMISSION FILE NUMBER 000-26519
SEMINIS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-0769130
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2700 CAMINO DEL SOL, OXNARD, CALIFORNIA 93030-7967
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(805) 647-1572
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME, ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT)
Indicate, by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ___
As of February 5, 2002, the Registrant had 16,919,453 registered shares of Class
A Common Stock, $0.01 par value per share, issued and outstanding, and
45,142,508 unregistered shares of Class B Common Stock, $0.01 par value per
share, issued and outstanding.
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SEMINIS, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED DECEMBER 28, 2001
TABLE OF CONTENTS
Page
----
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of December 28, 2001 and
September 30, 2001.................................................. 3
Consolidated Statements of Operations for the Three
Months Ended December 28, 2001 and December 29, 2000 ............... 4
Consolidated Statement of Stockholders' Equity
for the Three Months Ended December 28, 2001........................ 5
Consolidated Statements of Cash Flows for the Three
Months Ended December 28, 2001 and December 29, 2000................ 6
Notes to Consolidated Financial Statements.......................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................... 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......... 22
PART II OTHER INFORMATION
Item 1. Legal Proceedings................................................... 23
Item 6. Exhibits and Reports on Form 8-K.................................... 23
Signatures.......................................................... 27
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEMINIS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
AS OF AS OF
DECEMBER 28, SEPTEMBER 30,
2001 2001
------------ -------------
(Unaudited)
ASSETS:
Current assets
Cash and cash equivalents $ 22,293 $ 22,323
Accounts receivable, net 126,193 141,691
Other receivable -- 20,612
Inventories 288,658 279,683
Prepaid expenses and other current assets 4,443 3,436
--------- ---------
Total current assets 441,587 467,745
Property, plant and equipment, net 180,588 182,261
Intangible assets, net 165,292 169,664
Other assets 15,888 15,687
--------- ---------
$ 803,355 $ 835,357
========= =========
LIABILITIES, MANDATORILY REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY:
Current liabilities
Short-term borrowings $ 28,321 $ 19,665
Current maturities of long-term debt 277,672 67,527
Accounts payable 47,786 45,423
Accrued liabilities 90,710 89,169
--------- ---------
Total current liabilities 444,489 221,784
Long-term debt 18,554 248,898
Deferred income taxes 14,999 15,736
Minority interest in subsidiaries 1,400 1,721
--------- ---------
Total liabilities 479,442 488,139
--------- ---------
Commitments and contingencies
Mandatorily redeemable stock
Class B Redeemable Preferred Stock, $.01 par value; 25
shares authorized as of December 28, 2001 and September
30, 2001; 25 shares issued and outstanding as of December
28, 2001 and September 30, 2001 28,000 27,500
--------- ---------
Total mandatorily redeemable stock 28,000 27,500
--------- ---------
Stockholders' equity
Class C Preferred Stock, $.01 par value; 14 shares 1 1
authorized as of December 28, 2001 and September 30, 2001;
12 shares issued and outstanding as of December 28, 2001
and September 30, 2001 (Liquidation Value of $132.1 and
$129.2 million at December 28, 2001 and September 30,
2001, respectively)
Class A Common Stock, $.01 par value; 211,000 shares 169 147
authorized as of December 28, 2001 and September 30, 2001;
16,919 and 14,682 shares issued and outstanding as of
December 28, 2001 and September 30, 2001, respectively
Class B Common Stock, $.01 par value; 67,000 shares 452 452
authorized as of December 28, 2001 and September 30, 2001;
45,142 shares issued and outstanding as of December 28,
2001 and September 30, 2001
Additional paid-in-capital 765,441 764,657
Accumulated deficit (421,365) (397,485)
Accumulated other comprehensive loss (48,785) (48,054)
--------- ---------
Total stockholders' equity 295,913 319,718
--------- ---------
$ 803,355 $ 835,357
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
SEMINIS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
FOR THE THREE MONTHS ENDED
---------------------------
DECEMBER 28, DECEMBER 29,
2001 2000
------------ ------------
(UNAUDITED)
Net sales $ 80,079 $ 81,233
Cost of goods sold 30,286 32,962
-------- --------
Gross profit 49,793 48,271
-------- --------
Operating expenses
Research and development expenses 11,899 13,556
Selling, general and administrative expenses 43,907 45,133
Amortization of intangible assets 4,158 7,300
-------- --------
Total operating expenses 59,964 65,989
-------- --------
Loss from operations (10,171) (17,718)
-------- --------
Other income (expense)
Interest income 120 554
Interest expense (7,290) (8,665)
Foreign currency gain (loss) (1,064) 2,442
Other, net 394 (101)
-------- --------
(7,840) (5,770)
-------- --------
Loss before income taxes (18,011) (23,488)
Income tax benefit (expense) (1,300) 6,651
-------- --------
Net loss (19,311) (16,837)
Preferred stock dividends (3,430) (3,430)
Additional capital contribution dividends (1,139) (819)
-------- --------
Net loss available for common stockholders $(23,880) $(21,086)
======== ========
Net loss available for common stockholders per
common share, basic and diluted $ (0.40) $ (0.35)
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
SEMINIS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In thousands)
CLASS C CLASS A CLASS B ACCUMULATED
PREFERRED STOCK COMMON STOCK COMMON STOCK ADDITIONAL OTHER TOTAL
---------------- --------------- -------------- PAID-IN ACCUMULATED COMPREHENSIVE STOCKHOLDERS'
NUMBER AMOUNT NUMBER AMOUNT NUMBER AMOUNT CAPITAL DEFICIT LOSS EQUITY
------ ------ ------ ------ ------ ------ ---------- ----------- ------------- -------------
BALANCE,
SEPTEMBER 30, 2001 12 $ 1 14,682 $ 147 45,142 $ 452 $ 764,657 $(397,485) $ (48,054) $ 319,718
---------
Comprehensive
loss
Net loss
(Unaudited) -- -- -- -- -- -- -- (19,311) -- (19,311)
Translation adjustment -- -- -- -- -- -- -- -- (731) (731)
(Unaudited) ---------
(20,042)
Restricted Share
Issuance -- -- 2,237 22 -- -- 784 -- -- 806
(Unaudited)
Dividends on
additional
capital
contribution -- -- -- -- -- -- -- (1,139) -- (1,139)
(Unaudited)
Dividends on
Redeemable -- -- -- -- -- -- -- (500) -- (500)
Preferred Stock
(Unaudited)
Dividends on
Class C -- -- -- -- -- -- -- (2,930) -- (2,930)
Preferred Stock ------ ------ ------ ------ ----- ------ --------- --------- --------- ---------
(Unaudited)
BALANCE,
DECEMBER 28, 2001 12 $ 1 16,919 $ 169 45,142 $ 452 $ 765,441 $(421,365) $ (48,785) $ 295,913
(UNAUDITED) ====== ====== ====== ====== ====== ====== ========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
SEMINIS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
FOR THE THREE MONTHS ENDED
---------------------------
DECEMBER 28, DECEMBER 29,
2001 2000
------------ ------------
(Unaudited)
Cash flows from operating activities:
Net loss $(19,311) $(16,837)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 8,050 11,516
Deferred income taxes 157 (8,166)
Inventory write-down 4,000 3,979
Other 1,822 (1,930)
Changes in assets and liabilities:
Accounts receivable 14,577 19,476
Inventories (15,009) (20,804)
Prepaid expenses and other assets (2,276) (3,100)
Current income taxes 202 440
Accounts payable 2,646 (1,948)
Other liabilities (1,774) (14,608)
-------- --------
Net cash used in operating activities (6,916) (31,982)
-------- --------
Cash flows from investing activities:
Purchases of fixed and intangible assets (4,428) (2,439)
Proceeds from disposition of assets 22,232 2,770
Other (298) --
-------- --------
Net cash provided by investing activities 17,506 331
-------- --------
Cash flows from financing activities:
Proceeds from long-term debt 119 1,230
Repayment of long-term debt (20,129) (8,611)
Net short-term borrowings 9,164 (635)
Additional capital contribution -- 45,850
-------- --------
Net cash provided by (used in) financing activities (10,846) 37,834
-------- --------
Effect of exchange rate changes on cash and cash equivalents 226 (825)
-------- --------
Increase (decrease) in cash and cash equivalents (30) 5,358
Cash and cash equivalents, beginning of period 22,323 22,479
-------- --------
Cash and cash equivalents, end of period 22,293 27,837
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Seminis, Inc. ("Seminis" or the "Company") is the largest developer,
producer and marketer of vegetable and fruit seeds in the world. The Company is
a majority-owned subsidiary of Savia, S.A. de C.V. ("Savia") and effectively
began operations when it purchased Asgrow Seed Company in December 1994.
Basis of Presentation
The consolidated financial statements include the accounts of the Company
and its majority controlled and owned subsidiaries. Investments in
unconsolidated entities, representing ownership interests between 20% and 50%,
are accounted for using the equity method of accounting. All material
intercompany transactions and balances have been eliminated in consolidation.
Certain reclassifications have been made to prior periods to conform to the
current quarter presentation.
Seminis generally operates on a thirteen week calendar closing on the
Friday closest to the natural calendar quarter, except for the fiscal year end
which closes on September 30.
The unaudited consolidated financial statements included herein reflect
all adjustments, (consisting only of normal recurring adjustments), that the
Company considers necessary for a fair presentation of the results of operations
for the interim periods covered and of the financial condition of the Company at
the date of the interim balance sheet. The Company's business is subject to
seasonal fluctuation and, therefore, the results of operations for periods less
than one year are not necessarily indicative of results which may be expected
for any other interim period or for the fiscal year as a whole.
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Supplementary Cash Flow Information
THREE MONTHS ENDED
--------------------------
DECEMBER 28, DECEMBER 29,
2001 2000
------------ -----------
(Unaudited)
Cash paid for interest $5,909 $7,328
Cash paid for income taxes 941 1,075
Supplemental non-cash transactions:
Class C Preferred Stock dividends 2,930 2,930
Class B Redeemable Preferred Stock dividends 500 500
Additional capital contribution dividends 1,139 819
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.
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Loss per Common Share
Net loss per common share has been computed pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings per Share." Basic
loss per common share is computed by dividing net loss available to common
stockholders by the average number of common shares outstanding during each
period. Net loss available to common stockholders represents reported net loss
less preferred and additional capital contribution dividends. Diluted net loss
per common share reflects the potential dilution that could occur if dilutive
securities and other contracts were exercised or converted into common stock or
resulted in the issuance of common stock. The following table provides a
reconciliation of net loss and sets forth the computation for basic and diluted
net loss per share available for common stockholders.
THREE MONTHS ENDED
-----------------------------
DECEMBER 28, DECEMBER 29,
2001 2000
------------ ------------
(Unaudited)
NUMERATOR FOR BASIC AND DILUTED:
Net loss $(19,311) $(16,837)
Preferred stock dividends (3,430) (3,430)
Additional capital contribution dividends (1,139) (819)
-------- --------
Net loss available for common stockholders $(23,880) $(21,086)
======== ========
DENOMINATOR -- SHARES:
Weighted average common shares outstanding (basic) 60,051 59,824
Add: potential common shares: -- --
Less: antidilutive effect of potential common shares -- --
-------- --------
Weighted average common shares outstanding (diluted) 60,051 59,824
======== ========
NET LOSS AVAILABLE FOR COMMON STOCKHOLDERS PER COMMON SHARE:
Basic and diluted $ (0.40) $ (0.35)
======== ========
Reclassification
Certain amounts have been reclassified to conform to the current period
presentation.
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
SFAS No. 141, "Business Combinations" became 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 has early adopted
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.
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,
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 $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. As all remaining amounts
under the credit facility are due within one year, the $273.7 million of
outstanding borrowings under the credit facility have been classified as a
current liability as of December 28, 2001.
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 and December 28, 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 non-core
businesses in January 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. 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.
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 3 -- GLOBAL RESTRUCTURING AND OPTIMIZATION PLAN
In February 2000, the Company announced a global cost saving initiative
designed to streamline operations, increase utilization of facilities and
improve efficiencies. The first phase of the initiative, 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. During fiscal year 2001, 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 92, 758, and 144 employees severed in the first quarter of
fiscal year 2002, fiscal year 2001 and fiscal year 2000, respectively, primarily
as part of the Global Restructuring and Optimization Plan.
Remaining components of the restructuring accruals are as follows:
BALANCE AT BALANCE AT
SEPTEMBER 30, ADDITIONAL AMOUNTS DECEMBER 28,
2001 CHARGES INCURRED 2001
------------ ---------- -------- ------------
Severance and related expenses ............. $11,936 $ -- $ 3,944 $ 7,992
To date, there have been no material adjustments to amounts accrued under
the plan.
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4 -- INVENTORIES
Inventories consist of the following:
DECEMBER 28, SEPTEMBER 30,
2001 2001
------------ -------------
(Unaudited)
Seed $253,089 $246,250
Unharvested crop growing costs 26,252 25,857
Supplies 9,317 7,576
-------- --------
$288,658 $279,683
======== ========
NOTE 5 -- SEMINIS INC. STOCK AWARD PLAN
During the quarter ended June 29, 2001, the Company adopted a stock award
plan that is subject to stockholders' approval. Certain key executives are
awarded Company shares that vest if certain quarterly performance criteria are
achieved over an eighteen month period. Upon meeting each quarterly goal, the
shares awarded become vested subject to shareholders' approval. Total number of
Class A Common Stock eligible to be awarded under this plan is 4.8 million.
During the first quarter of fiscal year 2002, the Company met its performance
goals, which resulted in a quarterly compensation charge of approximately $1.3
million recorded in selling, general and administrative expenses. As the
quarterly goals related to the stock award plan were met in each of the last
three quarters, .8 million, .7 million, and .7 million shares were earned in the
third quarter of fiscal year 2001, fourth quarter of fiscal year 2001 and the
first quarter of fiscal year 2002, respectively. On December 19, 2001, the
Company received confirmation from the NASDAQ that the Company could implement
the stock award plan in accordance with NASDAQ rules provided that the stock
awards will not vest before shareholder approval is obtained and the awards will
be forfeited back to the Company if shareholder approval is not obtained. As
such the earned share amounts have been shown as issued Class A Common Stock
during the first quarter of fiscal year 2002. The Company believes that during
its shareholders' meeting to be held in 2002, the stock award plan will be
approved by its shareholders.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto of the Company included
elsewhere herein. The following discussion and analysis contains certain
"forward-looking statements" which are subject to certain risks, uncertainties
and contingencies which could cause Seminis' actual business, results of
operations or financial condition to differ materially from those expressed in,
or implied by, such statements.
OVERVIEW
Seminis is the largest developer, producer and marketer of vegetable and
fruit seeds in the world. Seminis produces more than 60 species and 4,000
distinct varieties of vegetable and fruit seeds. Seminis has established a
worldwide presence and global distribution network that spans 120 countries with
30 research and development facilities and 29 screening farms in 19 countries
and production sites in over 25 countries. Seminis is a majority owned
subsidiary of Savia, S.A. de C.V. ("Savia").
In order to achieve its position as the premier vegetable and fruit seed
company, Seminis has completed nine acquisitions since its formation in 1994 and
has incurred significant expenses related to the development of its
infrastructure, including its human resource capability, information systems,
brand marketing teams and its research and development capability. Seminis
expenses its investments in research and development and in the creation of its
worldwide sales capability. The comparability of Seminis' results of operations
from year to year has also been affected by the impact of acquisition accounting
under purchase accounting principles, interest expense attributable to
acquisition financing and exposure to foreign currency fluctuations.
RESULTS OF OPERATIONS
The table below sets forth Seminis' results of operations data expressed
as a percentage of net sales.
THREE MONTHS ENDED
---------------------------
DECEMBER 28, DECEMBER 29,
2001 2000
------------ ------------
(Unaudited)
Net sales 100.0% 100.0%
------ ------
Gross margin 62.2 59.4
Research and development expenses 14.9 16.7
Selling, general and administrative expenses 54.8 55.6
Amortization of intangible assets 5.2 8.9
------ ------
Loss from operations (12.7) (21.8)
Interest expense, net (9.0) (10.0)
Other non-operating income, net (0.8) 2.9
------ ------
Loss before income taxes (22.5) (28.9)
Income tax benefit (expense) (1.6) 8.2
------ ------
Net loss (24.1)% (20.7)%
====== ======
THREE MONTHS ENDED DECEMBER 28, 2001 COMPARED WITH THREE MONTHS ENDED
DECEMBER 29, 2000
Net Sales
Net sales decreased 1.4% to $80.1 million for the three months ended
December 28, 2001 compared to the three months ended December 29, 2000. The
result was primarily due to $1.7 million of negative impact of currency
fluctuations relating to weakness in the Euro, South Korean Won, and Brazilian
Real versus the U.S. Dollar during the first quarter of fiscal year 2002
compared to the same period in the prior year. In constant dollars stated at
monthly average exchange rates of fiscal year 2001, sales increased .7% to $81.8
million for the first quarter of fiscal year 2002 from $81.2 million for the
first quarter of fiscal year 2001. Geographically, there were sales increases in
Europe due to strong performances of tomatoes, cucumbers and onions sales. This
increase was partially offset by decreased sales in the Far East due to timing
changes of the buying patterns of certain South Korean customers in the first
quarter of fiscal year 2002 compared to the first quarter of fiscal year 2001.
The Company's business is subject to seasonal fluctuations and, therefore, the
sales for the first quarter of a fiscal year are not necessarily indicative of
those to be expected in any other interim period or for a fiscal year as a
whole.
Gross Profit
Gross profit increased 3.2% to $49.8 million for the three months ended
December 28, 2001 from $48.3 million for the three months ended December 29,
2000. Gross margin increased to 62.2% for the three months ended December 29,
2000 from 59.4% for the three months ended December 29, 2000. The increase was
primarily due to the Company's seed price increases within the NAFTA and
European sales regions. Additionally, $.6 million of freight and handling charge
revenue was recognized in net sales during the first quarter of fiscal year 2002
in compliance with EITF 00-10, "Accounting for Shipping and Handling Fees and
Costs," with the corresponding expense recorded in selling, general and
administrative expense. In the prior year, such freight and handling charge
revenue was netted against the corresponding selling, general and administrative
expense.
Research and Development Expenses
Research and development expenses decreased 12.2% to $11.9 million for
the three months ended December 28, 2001 from $13.6 million for the three months
ended December 29, 2000. This decrease was primarily a result of personnel
reduction from the Global Restructuring and Optimization Plan and currency
fluctuations from research and development operations in Europe, South Korea,
and Brazil in the first quarter of fiscal year 2001.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses decreased 2.7% to $43.9
million for the three months ended December 28, 2001 from $45.1 million for the
three months ended December 29, 2000. The decrease was primarily due to the
impact of further 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 approximately $1.5
million of facility moving costs incurred in the first quarter of fiscal year
2001 with no similar expenses during the same period in fiscal year 2002. The
decrease in expenses was partially offset by a compensation charge of $1.3
million related to an employee stock award plan, recorded during the first
quarter of fiscal year 2002. Additionally, the decrease in expenses was offset
as the Company recorded $.6 million of freight and handling charge revenue in
net sales during the first quarter of fiscal year 2002 in compliance with EITF
00-10, "Accounting for Shipping and Handling Fees and Costs," with the
corresponding expense recorded in selling, general and administrative expense.
In the prior year, such freight and handling charges within selling, general and
administrative expense were netted against the corresponding revenue.
Amortization of Intangible Assets
Amortization of intangible assets decreased 43.0% to $4.2 million for
the three months ended December 28, 2001 from $7.3 million for the three months
ended December 29, 2000. The decrease was primarily due to the Company's early
adoption of SFAS No. 142, "Goodwill and Other Intangible Assets." The
pronouncement requires that periodic amortization of goodwill be ceased, and
that annual reviews of the net realizable value of the goodwill need to be
performed to determine if an impairment of the goodwill asset value exists. The
Company expects no impairment in its goodwill and other intangible assets.
Therefore, the Company recorded no goodwill amortization in accordance to SFAS
No. 142 in the first quarter of fiscal year 2002, whereas approximately $2.4
million of goodwill amortization was recorded during the first quarter of fiscal
year 2001. Furthermore, the balance of the decrease was due to the currency
impact from the devaluation of the South Korean Won on Korean based intangible
assets.
Interest Expense, Net
Interest expense, net decreased 11.6% to $7.2 million for the three
months ended December 28, 2001 from $8.1 million for the three months ended
December 29, 2000. The decrease was primarily due to lower average debt balances
and interest rates during the first quarter of fiscal year 2002 compared to the
same period of the prior year. The decrease was partially offset by the
accelerated amortization of deferred financing cost related to the Company's
credit facility, resulting from the advancement of the maturity date of the term
loan and revolving credit commitments of the Company's credit facility from June
30, 2004 to December 31, 2002.
Other Non-Operating Income (Expense), Net
Seminis had other non-operating expense including foreign currency gain
(loss), net of $.7 million for the three months ended December 28, 2001 as
compared to other non-operating income, net of $2.3 million for the three months
ended December 29, 2000. Other non-operating expense, net, for the three months
ended December 28, 2001, was due to a foreign currency loss of $1.1 million
primarily resulting from the devaluation of the Euro on a U.S. dollar
denominated loan in Holland partially offset by gains from non-strategic asset
sales in South Korea. Other non-operating income, net, for the three months
ended December 29, 2000 includes a foreign currency gain of $2.4 million
primarily resulting from the appreciation of the Euro on a U.S. dollar
denominated loan in Holland.
Income Tax Benefit (Expense)
Income tax expense was $1.3 million for the three months ended December
28, 2001 compared with an income tax benefit of $6.7 million for the three
months ended December 29, 2000. The change in the effective tax rate during the
first quarter of fiscal year 2002 compared to the same period in the prior year
was primarily due to the mix of worldwide income and local statutory tax rates.
Seasonality
The seed business is highly seasonal. Generally, net sales are highest
in the second fiscal quarter due to increased demand from Northern Hemisphere
growers who plant seed in the early spring. Seminis recorded 33.7% of its fiscal
year 2001 net sales during its second fiscal quarter. Seminis has historically
operated at a loss during the first and third fiscal quarters due to lower
sales during such quarters. Seminis' results in any particular quarter should
not be considered indicative of those to be expected for a full year.
LIQUIDITY AND CAPITAL RESOURCES
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 $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. As all remaining
amounts under the credit facility are due within one year, the $273.7 million of
outstanding borrowings under the credit facility have been classified as a
current liability as of December 28, 2001.
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 and December 28, 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 non-core businesses in January 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. 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
the first quarter of fiscal year 2002, operating activities of the Company
utilized $25.1 million less cash as compared to the same period in fiscal year
2001. This improvement in cash flow was primarily due to positive impacts of a
decrease in operating expenses related to a reduction in global headcount and an
overall reduction in working capital arising from strong accounts receivable
collections and improved production planning over the Company's inventory
levels.
Capital expenditures increased to $4.4 million for the first quarter of
fiscal year 2002, from $2.4 million for the same period in the prior year. The
increase was primarily due to investment in a production facility in South
Korea, which is being utilized to consolidate our Korean operations and to
enable our growth strategy in the Far East market. Other investing activities
for the three months ended December 28, 2001 included approximately $22.2
million in proceeds from the sale of non-operating assets, primarily relating to
the sale of an office building in Seoul, South Korea.
The Company had $3.0 million of accrued dividends relating to Class B
Mandatorily Redeemable Preferred Stock at December 28, 2001. These accrued
dividends are classified within mandatorily redeemable stock.
Seminis' total indebtedness as of December 28, 2001 was $324.5 million,
of which $273.7 million were borrowings under the syndicated credit facility.
Additionally, $16.6 million, $6.5 million, $9.5 million, $5.1 million, and $7.4
million were borrowings by the United States,
Chilean, Italian, Spanish, and Korean subsidiaries, respectively, and $5.7
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 December 28, 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk disclosures set forth in the 2001 Form 10-K have not
changed significantly through the first quarter ended December 28, 2001.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved from time to time as a defendant in various
lawsuits arising in the normal course of business. Seminis believes that no
current claims, individually or in the aggregate, will have a material adverse
effect on Seminis' business, results of operations or financial condition.
Since our 2001 Form 10-K filed on January 14, 2002 and Form 10-K/A filed
on January 28, 2002, there have been no material changes in legal proceedings
discussed in such Form 10-K.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K for the quarter ended
December 28, 2001.
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
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
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.
EXHIBIT INDEX -- (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(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.
(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 the September 30, 2001 form 10K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 5, 2002 SEMINIS, INC.
/s/ Eugenio Najera Solorzano
--------------------------------------------
Eugenio Najera Solorzano
President
(Principal Executive Officer)
/s/ Gaspar Alvarez Martinez
--------------------------------------------
Gaspar Alvarez Martinez
Chief Financial and Accounting Officer
(Principal Financial and Accounting Officer)