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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
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: 0-12177
DNAP HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2632242
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
6701 SAN PABLO AVENUE 94608
OAKLAND, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(510) 547-2395
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 [_] No [X]
As of October 28, 1996, 18,370,640 shares of common stock, par value $0.01
per share, of DNAP Holding Corporation were outstanding.
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PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DNAP HOLDING CORPORATION
(FORMERLY BIONOVA U.S. INC.)
(A WHOLLY-OWNED SUBSIDIARY OF BIONOVA, S.A. DE C.V.)
UNAUDITED CONSOLIDATED BALANCE SHEET
THOUSANDS OF US DOLLARS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............................. 1,430 1,580
Accounts receivable.................................... 24,391 25,444
Advances to growers.................................... 9,727 7,889
Inventories............................................ 9,983 14,730
Other current assets................................... 71 142
------- -------
Total current assets............................... 45,602 49,785
------- -------
Note receivable from DNAP.............................. 5,000 --
Property, plant and equipment, net..................... 27,958 25,983
Deferred income taxes.................................. 1,248 3,281
Goodwill, net.......................................... 9,050 9,319
Other assets........................................... 640 758
------- -------
Total assets....................................... 89,498 89,126
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Short-term bank loans.................................. 32,852 32,493
Current portion of long-term debt...................... 598 610
Payables to growers.................................... 15,964 8,885
Accounts payable and accrued expenses.................. 6,224 10,798
Deferred income taxes.................................. 84 2,037
------- -------
Total current liabilities.......................... 55,722 54,823
------- -------
Long-term debt......................................... 2,180 10,222
Long-term debt to related parties...................... 903 293
------- -------
Total liabilities.................................. 58,805 65,338
------- -------
Minority interest...................................... 10,079 8,603
------- -------
Commitments and contingencies
Stockholder's equity:
Preferred stock, $.01 par value, 5,000,000 shares
authorized, no shares issued and outstanding
Common stock, $.01 par value, 250,000,000 shares autho-
rized, 348,722 issued and outstanding................. 4 --
Additional paid-in capital............................. 38,147 --
Stockholder receivable................................. (5,280) --
Contributed capital by parent company.................. -- 27,848
Accumulated deficit.................................... (12,072) (12,434)
Cumulative translation adjustment...................... (185) (229)
------- -------
20,614 15,185
------- -------
Total liabilities and stockholder's equity......... 89,498 89,126
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
2
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DNAP HOLDING CORPORATION
(FORMERLY BIONOVA U.S. INC.)
(A WHOLLY-OWNED SUBSIDIARY OF BIONOVA, S.A. DE C.V.)
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
THOUSANDS OF US DOLLARS
<TABLE>
<CAPTION>
THREE MONTHS
ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------- -----------------
1996 1995 1996 1995
------- ------- ------- --------
<S> <C> <C> <C> <C>
Total revenues........................... 52,942 56,759 104,301 109,632
------- ------- ------- --------
Cost of sales............................ (43,646) (50,587) (84,270) (93,334)
Selling and administrative expenses...... (8,485) (4,234) (15,388) (10,769)
Amortization of goodwill................. (134) (134) (269) (269)
------- ------- ------- --------
(52,267) (54,955) (99,927) (104,372)
------- ------- ------- --------
Operating income (loss).................. 675 1,804 4,374 5,260
Interest expense......................... (1,288) (1,162) (2,946) (2,322)
Interest income.......................... 440 441 950 1,050
Exchange gain (loss)--net................ 1,858 553 590 (481)
------- ------- ------- --------
Income before income tax................. 1,685 1,636 2,968 3,507
Income tax (expense) benefit............. (216) 62 (1,309) (1,751)
------- ------- ------- --------
Net income before minority interest...... 1,469 1,698 1,659 1,756
Minority interest in net income of
subsidiaries............................ (1,143) (860) (1,297) (1,073)
------- ------- ------- --------
Net income (loss)........................ 326 838 362 683
======= ======= ======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
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DNAP HOLDING CORPORATION
(FORMERLY BIONOVA U.S. INC.)
(A WHOLLY-OWNED SUBSIDIARY OF BIONOVA, S.A. DE C.V.)
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
THOUSANDS OF US DOLLARS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................. 362 683
Items not affecting cash:
Minority interest........................................ 1,297 1,073
Depreciation............................................. 1,209 1,176
Amortization of goodwill................................. 269 269
Deferred income taxes.................................... 80 183
Net changes (exclusive of changes due to subsidiaries ac-
quired):
Accounts receivable and advances to growers.............. (1,983) (18,859)
Notes receivable from related parties.................... 1,199 (9,119)
Inventories.............................................. 4,747 4,727
Other assets............................................. 189 (360)
Accounts payable, accrued expenses, and payables to grow-
ers..................................................... 1,879 7,706
Income tax payable....................................... 626 1,333
Other.................................................... 222 834
------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES........ 10,096 (10,353)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiaries--net of cash acquired.......... -- (2,026)
Purchases of property, plant and equipment................. (3,185) (851)
Note receivable from DNAP.................................. (5,000) --
------- --------
NET CASH USED IN INVESTING ACTIVITIES...................... (8,185) (2,877)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayments of) proceeds from bank loans................... (7,695) 6,541
Amounts due to related parties............................. 609 5,882
Investment by Bionova, S.A. de C.V. ....................... 5,025 936
Investment by minority interests........................... -- 936
------- --------
NET CASH PROVIDED (USED IN) FINANCING ACTIVITIES........... (2,061) 14,295
------- --------
Net increase (decrease) in cash and cash equivalents....... (150) 1,065
Cash at beginning of period................................ 1,580 2,540
------- --------
Cash at end of period...................................... 1,430 3,605
======= ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES................................................
Contribution of parent company's investment in subsidiaries
for common stock.......................................... 27,848 --
Increase in stockholder's receivable....................... 5,280 --
</TABLE>
See accompanying notes to consolidated financial statements.
4
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DNAP HOLDING CORPORATION
(FORMERLY BIONOVA U.S. INC.)
(A WHOLLY-OWNED SUBSIDIARY OF BIONOVA, S.A. DE C.V.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
1. BASIS OF PRESENTATION
DNAP Holding Corporation (the Company) was formed on January 12, 1996 to be
the holding company of the consolidated group which will include certain
subsidiaries of Bionova, S.A. de C.V. (the Bionova Subsidiaries) and, upon
consummation of a merger, the operations of DNA Plant Technology Corporation
(DNAP). The Bionova Subsidiaries consist of Bionova, S.A. de C.V.'s interest
in Agricola Batiz, SA de CV and subsidiaries (ABSA), a Mexican company, and
International Produce Holding Company and subsidiaries (IPHC), a US Company.
Effective July 1, 1996 Bionova, S.A. de C.V. contributed its interests in
the Bionova Subsidiaries to the Company. The unaudited combined financial
statements, included herein, have been prepared giving retroactive effect of
the contribution of the Bionova Subsidiaries in a manner similar to a pooling
of interest (see note 3).
The accompanying financial statements include the accounts of the Company,
its wholly-owned subsidiary, Bionova Acquisition, Inc. and the Bionova
Subsidiaries. All intercompany accounts and transactions are eliminated in
consolidation.
The unaudited financial statements included herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations.
In the opinion of the Company's management, the accompanying unaudited
financial statements contain adjustments, all of which are of a normal
recurring nature, necessary to present fairly the financial position as of
June 30, 1996 and the results of its operations and its cash flows for the
three and six months ended June 30, 1996 and 1995. Interim financial
information is not necessarily indicative of results for the full year.
2. NET INVESTMENT IN THE BIONOVA SUBSIDIARIES AND CONTRIBUTIONS AND LOANS FROM
BIONOVA, S.A. DE C.V.
At December 31, 1995 the net investment by the Parent Company in the Bionova
Subsidiaries was $27,848 thousand.
On January 26, 1996, the Company issued 25,000 common shares to Bionova,
S.A. de C.V. in exchange for a capital contribution of $25 thousand.
On May 29, 1996 the Company borrowed $5 million from Bionova, S.A. de C.V.
under a Demand Note agreement, at a fixed interest rate of 10.25%. At June 30,
1996 the accrued interest payable on the note was $215 thousand.
On July 1, 1996 Bionova, S.A. de C.V. transferred its interests in the
Bionova Subsidiaries to the Company and $5 million in cash in exchange for
270,922 common shares and acquired an additional 2,800 common shares of the
Company for $280 thousand in cash on August 1, 1996. Additionally, Bionova,
S.A. de C.V. contributed the $5 million Demand Note in exchange for 50,000
common shares on August 2, 1996. These contributions have been given
retroactive effect in the financial statements included herein in a manner
similar to a pooling of interest. For purposes of these financial statements
the capital contributions provided by Bionova, S.A. de C.V. subsequent to June
30, 1996 have been reflected as stockholder receivable, as a component of
stockholder's equity.
At June 30, 1996 the number of common shares outstanding (on a pro forma
basis) was 348,722.
3. NOTE RECEIVABLE FROM DNAP
The Company has a note receivable from DNAP which bears interest at a fixed
rate of 10.25%. Principal and accrued interest are due on the earlier of i)
January 26, 1999 or ii) the date DNAP consummates an
5
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DNAP HOLDING CORPORATION
(FORMERLY BIONOVA U.S. INC.)
(A WHOLLY-OWNED SUBSIDIARY OF BIONOVA, S.A. DE C.V.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
alternative transaction if the merger of Bionova Acquisition, Inc. with DNAP
is not effected. Accrued interest receivable on the note was $215 thousand at
June 30, 1996.
On July 1, 1996 the Company loaned DNAP an additional $5 million, at a fixed
rate of 10.25% under substantially the same terms.
4. SUBSEQUENT EVENTS
On September 26, 1996, the merger of Bionova Acquisition, Inc. with DNAP was
approved by DNAP stockholders and was consummated on that date. Upon
consummation of the merger, Bionova, S.A. de C.V. contributed an additional $8
million in cash to the Company in exchange for 12,510,000 common shares. In
connection with the merger the name of Bionova U.S. Inc. was changed to DNAP
Holding Corporation.
5. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
JUNE 30, 1996 DECEMBER 31, 1995
------------- -----------------
<S> <C> <C>
Finished produce................................ $ 2,657 $ 3,357
Growing crops................................... 3,883 8,436
Advances to suppliers........................... 1,823 718
Spare parts and materials....................... 1,720 1,932
Merchandise in transit.......................... 387
------- --------
10,083 14,830
Allowance for slow moving inventory............. (100) (100)
------- --------
$ 9,983 $ 14,730
======= ========
</TABLE>
6. LICENSE AGREEMENT
The Company has entered into a license agreement with DNAP to use certain
patents and to make, have made, use and sell certain licensed products. The
royalty fee payable by the Company is $175 thousand for the six months ended
June 30, 1996 and $250 thousand for each quarter thereafter during which the
license agreement is in effect.
The Company has granted to a related party the option to obtain a sublicense
from the Company to use certain licensed patents in the field of tobacco
products and to make, have made, use and sell certain licensed products
related to the field of tobacco. The term of this option was for two months
ended March 31, 1996, extendible by the related party for an additional six
months. In exchange for the option, the related party is obligated to pay $50
thousand for the initial two months and $5 thousand per month for each
additional month. The related party has extended the term through September
30, 1996.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE COMPANY
DNAP Holding Corporation (together with its consolidated subsidiaries,
unless the context requires otherwise, "DNAP Holding" or the "Company") was
formed in January 1996 and acts as a holding company for (i) Agricola Batiz,
S.A. de C.V., a corporation organized under the laws of the United Mexican
States, of which the Company owns 50.004% ("ABSA"), (ii) International Produce
Holding Company, a Delaware corporation, of which the Company owns 51%
("IPHC"), and (iii) DNA Plant Technology Corporation, a Delaware corporation
("DNAP"). DNAP became a wholly-owned subsidiary of the Company on September
26, 1996, as a result of the merger (the "Merger") of Bionova Acquisition,
Inc., a Delaware corporation that was a wholly-owned subsidiary of the
Company, with and into DNAP.
ABSA engages in the business of growing fresh fruits and vegetables,
primarily tomatoes and peppers, in Mexico and exporting fresh produce to the
United States and other markets. ABSA owns a 50.01% interest in Interfruver de
Mexico, S.A. de C.V., a corporation organized under the laws of the United
Mexican States ("Interfruver"), which engages in the business of marketing and
distributing fresh produce in Mexico, including fruits and vegetables produced
by ABSA. IPHC is a holding company whose subsidiaries are in the business of
marketing and distributing fresh produce in the United States and Canada,
including fruits and vegetables produced by ABSA. DNAP is an agribusiness
biotechnology company focused on the development and application of genetic
engineering and transformation technologies in plants and, together with its
subsidiaries (including FreshWorld Farms, Inc.), the development and marketing
of premium, differentiated, fresh and processed, branded fruits and
vegetables.
The financial results of DNAP are not included in the financial statements
of the Company contained in this report and, accordingly, are not discussed in
this Management's Discussion and Analysis of Financial Condition and Results
of Operations of the Company for the six months and quarter ended June 30,
1996. Financial statements of the Company presenting the pro forma effects of
the Merger will be included in the Company's Form 8-K/A to be filed promptly
after the filing of this Form 10-Q.
RESULTS OF OPERATIONS
Three Months ended June 30, 1996 Compared to Three Months ended June 30, 1995
Revenues for the second quarter of 1996 declined by 6.7% versus the same
period a year ago, reflecting the effect of lower average realized prices of
fresh produce sold in the United States. This decrease in average realized
prices reflected general increased supply and product availability conditions
that existed during most of the first half of 1996.
For the second quarter of 1996, gross profit margins (sales less cost of
sales) increased to 17.6% from 10.9% in the second quarter of 1995. This
increase resulted from increased acreage under cultivation, greater production
and distribution of independent growers' products, and the fact that the
dollar's value against the peso was greater in this period compared to the
comparable period in 1995.
Selling and administrative expenses during the second quarter of 1996
increased by $4.3 million versus the same period in 1995. The most significant
factor accounting for this increase was higher distribution costs, which were
caused by higher volumes shipped and higher unit freight costs in Mexico
resulting from the high level of inflation in the country. Administrative
expenses associated with the Company's farming operations increased, primarily
due to the start up of a new farming operation in Baja California. Selling and
administrative costs increased across the Company's wholesaling and
distributing companies, consistent with efforts to grow these businesses.
Selling and administrative costs were higher for Interfruver due to inflation
in Mexico.
7
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Interest expense increased by $.1 million during the second quarter of 1996
versus the comparable period in 1995. This increase was due largely to debt
obtained from a related company which was incurred to finance a $5 million
loan to DNAP. This debt subsequently was capitalized in connection with the
Merger.
During the second quarter of 1996 the Company generated a net foreign
exchange gain of $1.9 million versus a gain of $.6 million during the same
period in 1995. This change resulted from variations in the peso/dollar
exchange rate during this period, compared to the variations experienced
during the comparable period in 1995.
The income tax (expense) benefit for the three months ended June 30, 1996
and 1995 reflects the effects of revisions to the estimated effective tax rate
made during the quarters.
Six Months ended June 30, 1996 Compared to Six Months ended June 30, 1995
Revenues for the first six months of 1996 declined by 4.9% versus the same
period a year ago, reflecting the effect of lower average realized prices of
fresh produce sold in the United States. This decrease in average realized
prices reflected general increased supply and product availability conditions
that existed during most of the first half of 1996. Even though total revenues
were down, volume, as measured by the total number of boxes shipped, was up
1.7% in the first half of 1996 versus the same period a year ago. The increase
in volume was due both to increased production acreage and to increased
distribution of independent growers' products.
For the six months ended June 30, 1996, gross profit margins (sales less
cost of sales) increased to 19.2% from 14.9% in the first half of 1995. This
increase resulted from increased acreage under cultivation, greater production
and distribution of independent growers' products, and the fact that the
dollar's value against the peso was greater in this period compared to the
comparable period in 1995.
Selling and administrative expenses during the first half of 1996 increased
$4.6 million versus the same period in 1995. The most significant factor
accounting for this increase was $2.6 million of higher distribution costs,
which were caused by the higher volumes shipped and higher unit freight costs
in Mexico resulting from the high level of inflation in Mexico. Administrative
expenses associated with the Company's farming operations increased $.4
million due primarily to the start up of a new farming operation in Baja
California. Selling and administrative costs increased across the Company's
wholesaling and distributing companies, consistent with efforts to grow these
businesses. Selling and administrative costs were higher for Interfruver due
to inflation in Mexico.
Interest expense increased $.6 million during the first half of 1996 versus
the comparable period in 1995. Eighty percent of this increase was incurred
during the first quarter due to an increase in borrowings to finance the
growth of the business.
During the first half of 1996, DNAP Holding generated a net foreign exchange
gain of $.6 million versus a loss of $.5 million during the same period in
1995. This change resulted from variations in the peso/dollar exchange rate
during this period, compared to the variations experienced during the
comparable period in 1995.
The provision for taxes declined $.4 million (25.2%) for the six months
ended June 30, 1996, consistent with the decline in income before tax of IPHC
and its subsidiaries. ABSA showed an increase of $1.4 million in income before
taxes, but currently does not pay any taxes due to the utilization of tax
losses incurred in prior years.
LIQUIDITY AND CAPITAL RESOURCES
During the first half of 1996 the Company generated $10.1 million in cash
from operations. Net earnings along with the effect of non-cash adjustments
relating to depreciation, amortization, deferred taxes, and minority interests
generated 32% of this amount, and the balance was due to a reduction in
working capital.
During this same period the Company made capital investments of $3.2 million
in property, plant, and equipment. The majority of these investments were made
to expand farming activities in Mexico.
8
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As of June 30, 1996, the Company had a negative working capital position of
$10.1 million versus a negative working capital position of $5.0 million on
December 31, 1995. This change was due primarily to a reduction in inventories
and an increase in payables to growers, offset to some extent by a decline in
accounts payable. The Company repaid a loan during this period in the amount
of $7.7 million to an affiliate, Empresas La Moderna, S.A. de C.V.
As of June 30, 1996 the Company's cash position was $1.4 million versus $1.6
million on December 31, 1995. On August 2, 1996, the $5.0 million loaned to
the Company on January 26, 1996 was capitalized, and on September 26, 1996,
the Company received an $8.0 million cash capital contribution in cash from
its parent company, Bionova International, Inc., in connection with the
consummation of the Merger.
It is expected that a portion of this cash will be used to fund the
Company's working capital requirements and enable the Company to move ahead on
its planned acquisition strategy. During the fourth quarter of 1996, the
Company will pay $1.5 million in connection with the closing of its previously
announced acquisition of a controlling interest in Rijnhout Food Group B.V., a
Holland-based holding company with interests in fresh produce distribution in
Europe, the Middle East, and the Far East.
The Company believes its existing cash, including the $18 million
contributed in connection with the Merger, its available borrowing capacity,
and funds generated from operations will be sufficient to meet its operating
and capital expenditure requirements for at least the next twelve months.
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 10-Q includes "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements other
than statements of historical facts included in this Form 10-Q, including
without limitation statements contained in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and under "Notes to
Unaudited Consolidated Financial Statements" located elsewhere herein
regarding the Company's financial position, business strategy, plans and
objectives of management of the Company for future operations, and industry
conditions, are forward-looking statements. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable,
it can give no assurance that such expectations will prove to be correct. In
addition to important factors described elsewhere in this report, the
following significant factors, among others, sometimes have affected, and in
the future could affect, the Company's actual results and could cause such
results during the remainder of 1996, and beyond, to differ materially from
those expressed in any forward-looking statements made by or on behalf of the
Company:
Management Information Systems and Controls. The Company's business is
undergoing rapid growth. As a result of this rapid growth, significant strains
have been placed on the management, operations and financial resources of the
Company's subsidiaries. The realization of the business strategy for the
Company and its subsidiaries will be dependent upon, among other things, the
ability of the Company to adapt management information systems and controls
and to hire, train and retain qualified employees to allow the operations
thereof to be effectively managed. The geographic separation of the operations
of the Company's subsidiaries and their traditionally decentralized, family-
based management teams exacerbate these issues.
Historical Losses and Accumulated Deficits. IPHC and ABSA sustained losses
in 1993, 1994 and 1995. DNAP sustained losses in each year since its
incorporation in 1981. There is no assurance that some of the factors that
caused these historical losses will not be present in future periods or that
the Company will be profitable in the future.
Possible Need for Additional Financing. The projected cash flows from
operations and existing capital resources of the Company, including existing
credit lines, may not be sufficient to permit the Company to pursue proposed
business strategies to achieve significant organic growth or to acquire
additional producers, distributors or marketers and related businesses.
Therefore, such significant organic growth and the ability to pursue such
9
<PAGE>
acquisitions may be dependent upon the Company's ability to obtain additional
capital, which could result in the incurrence of additional debt or
potentially dilutive issuances of additional equity securities. There can be
no assurance that the Company will be successful in obtaining such capital
and, as a result, may be restricted in its pursuit of its future growth and
acquisition strategies.
Governmental and Economic Risks Associated with Foreign Operations. Nearly
all of the growing and approximately 25% of the Company's sales occur in
Mexico. Foreign operations such as those conducted by the Company, especially
in countries with volatile economies, are subject to political and economic
risks, including political instability, currency controls, currency
devaluations, exchange rate fluctuations, increased credit risks, inflation,
foreign tax laws, changes in import/export or other regulations and tariff and
freight rates. Political and other factors beyond the Company's control,
including without limitation those factors discussed below, could have a
materially adverse effect on the Company's operations.
Currency Fluctuations and Inflation. The currency exchange rates in Mexico
have historically been volatile. For example, in December 1994, the Mexican
government announced its intention to float the Mexican peso against the
United States dollar and, as a result, the peso devalued over 40% relative to
the dollar during that month. Such exchange rate fluctuations impact the
business of the Company's subsidiaries. If the value of the peso decreases
relative to the value of the dollar, then (i) imports of Chilean and other
produce into Mexico for distribution by the Company's subsidiaries become more
expensive in peso terms and therefore more difficult to sell in the Mexican
market and (ii) inflation that generally accompanies reductions in the value
of the peso reduces the purchasing power of Mexican consumers, which reduces
the demand for all products including produce and, in particular, imported,
branded or other premium-quality produce. Conversely, if the value of the peso
increases relative to the value of the dollar, Mexican production costs
increase in dollar terms, which results in lower margins or higher prices with
respect to produce grown in Mexico and sold in the United States and Canada.
Interest Rates. Historically, interest rates in Mexico have been volatile,
particularly in times of economic unrest and uncertainty. High interest rates
restrict the availability and raise the cost of capital for the Company's
subsidiaries that are Mexican companies and for growers and other Mexican
parties with whom they do business, both for borrowings denominated in pesos
and for borrowings denominated in dollars. Costs of operations for these
Mexican entities are higher as a result.
Trade Sanctions. Notwithstanding the enactment of the North American Free
Trade Agreement, Mexico and the United States from time to time are involved
in trade disputes. On occasion, the United States has imposed tariffs, quotas,
and importation bans on products produced in Mexico. Such actions, if taken,
could subject the Company to an additional financial burden, some or all of
which may not be able to be passed on to consumers.
Agribusiness Risks. A variety of risks are inherent in the agribusiness
industry, including, without limitation, the following:
Supply and Demand. The fresh produce business is particularly sensitive to
fluctuations in supply and demand. When the supply of produce in the market
exceeds the demand for such products, the market price for fresh produce may
be driven down significantly, in some instances below the cost of harvesting
and packing. In such situations it may be uneconomical to harvest a crop,
resulting in a total loss of the costs incurred in growing such crop. Even
when market prices are sufficient to permit recovery of direct harvesting and
packing costs, prices may not be high enough to permit recovery of growing
costs and/or overhead and other indirect costs. In addition, oversupply can
affect the prices obtained for premium quality produce. Oversupply can result
from, among other reasons, an increase in the number of growers, an increase
in the acreage allocated by growers to a particular crop, unusually favorable
growing conditions or increased supply from foreign competitors (which could
be caused by a variety of economic and climatic factors in such competitors'
home countries).
Limited Barriers to Entry. The relatively low capital requirements for
farming and produce distribution permit relatively easy entrance into the
fresh produce business, which in turn can result in oversupply.
10
<PAGE>
Weather. Weather conditions greatly affect the amount of fresh produce that
is brought to market, and, accordingly, the prices received for such produce.
Storms, frosts, droughts, and particularly floods, can destroy a crop and less
severe weather conditions, such as excess precipitation, cold weather and
heat, can kill or damage significant portions of a crop, rendering much of it
unpackable and unsalable. Conversely, unusually favorable weather conditions
can result in oversupply that drives down the prices realized by producers,
including ABSA.
Crop Disease and Pestilence. Crop disease and pestilence can be
unpredictable and can have a devastating effect on crops, rendering them
unsalable and resulting in the loss of all or a portion of the crop for that
harvest season. Even when only a portion of the crop is damaged, the profits a
grower could have made on the crop will be severely affected because the costs
to plant and cultivate the entire crop will have been incurred although only a
portion of it can be sold.
Labor Shortages and Union Activity. The production of fresh produce is
heavily dependent upon the availability of a large labor force to harvest
crops. The turnover rate among the labor force is high due to the strenuous
work, long hours, necessary relocation and relatively low pay. To the extent
it becomes necessary to pay more to attract labor to farm work, labor costs
can be expected to increase.
The Mexican farm work force retained by ABSA is unionized. If the union
attempted to disrupt production and were successful on a large scale, labor
costs would likely increase and there could be work stoppages, which would be
particularly damaging in an industry where harvesting crops at peak times and
getting them to market on a timely basis is critical.
The majority of fresh produce is shipped by truck. In Mexico, truck
deliveries are sometimes less reliable than in the United States due to, among
other factors, the unreliability of some Mexican trucking companies and
drivers to make deliveries on schedule, poorer quality and maintenance of the
trucks used by Mexican trucking companies and poor road conditions in some
areas. In the United States and in Mexico, the trucking industry is largely
unionized and therefore susceptible to labor disturbances. Delivery delays
caused by labor disturbances in the trucking industry or any other reason
limit the ability to get fresh produce to market before it spoils.
Availability of Supply. To pursue its goal of providing year-round fresh
produce supply, ABSA diversified its growing operations to several regions of
Mexico, including regions where ABSA does not have significant land holdings.
Consequently, ABSA increasingly relies on agricultural land leased from others
and production associations with other growers. If the other parties to these
leases and other arrangements were to choose not to renew their agreements
with ABSA, ABSA would be required to locate alternate sources of supply and/or
land or, in some cases, to pay increased rents for land. In addition to
increased rental rates, increases in land costs could result from increases in
water charges, property taxes and related expenses.
Dependence on One Supplier. One grower in Baja California, Santa Cruz
Empacadora, S. de R.L. de C.V., accounted in 1995 for approximately 10% of the
combined sales of the Company's subsidiaries (excluding DNAP). ABSA has
entered into one-year production association agreements with this grower for
each of the past two years and expects to continue to do so, but there can be
no assurance that the grower will continue to be willing to enter into such
agreements with ABSA on terms satisfactory to ABSA.
Governmental Regulation. The U.S. activities of the Company's subsidiaries
are subject to extensive regulation by the Food and Drug Administration, the
United States Department of Agriculture, and other federal and state
regulatory agencies in the United States. Similarly, the Mexican activities of
the Company's subsidiaries are subject to extensive regulation by the
Secretaria de Agricultura, Ganaderia y Desarrollo Rural, the Secretaria de
Salud, and other federal and state regulatory agencies in Mexico. Also,
certain of the Company's products may require regulatory approval or
notification in the United States or in other countries in which they are
tested, used or sold. The regulatory process may delay research, development,
production, or marketing and require more costly and time-consuming
procedures, and there can be no assurance that requisite regulatory approvals
or registration of certain of its current or future genetically engineered
products will be granted on a timely basis.
11
<PAGE>
Product Liability. Certain of the products being marketed and developed by
the Company entail a risk of product liability. While the Company has taken
what it believes are adequate precautions, there can be no assurance that it
will avoid significant product liability exposure.
Numerous Competitors. The fresh produce industry in general, and the tomato
industry in particular, are characterized by a large number of competitors at
both the production and distribution levels. In the past some of these
competitors have sought to limit the importation of Mexican-grown tomatoes and
peppers into the United States. DNAP is one of many companies engaged in
research and product development activities based on agricultural
biotechnology. Competitors include specialized biotechnology firms, as well as
major pharmaceutical, food and chemical companies, many of which have
substantial financial, technical and marketing resources.
Marketing of Premium Quality Produce. The Company's subsidiaries are
currently producing and distributing premium quality fresh fruits and
vegetables. The success of these and future products depends on many
variables, including the ability to produce and make available to the market
consistent, premium quality fruits and vegetables on a year-round basis,
consumers' willingness to pay higher prices for premium quality fruits and
vegetables, and retailers' willingness to carry such fruits and vegetables.
No Assurance of Commercial Success of Products Being Developed and
Marketed. Marketing of several products currently developed by DNAP is in the
early stages, and there can be no assurance that any of these products will be
successful or will produce significant revenues or profits. In addition, a
number of DNAP's product development projects are in the early stages, and
there can be no assurance that these projects will be successful or that any
resulting products will be commercially successful or profitable. In
particular, although DNAP has produced and sold a limited amount of its
products, there can be no assurance that it will be able to produce or market
such products on a larger scale.
No Assurance of Public Acceptance of Genetically Engineered Products. DNAP's
second generation products are being developed through the use of genetic
engineering. The commercial success of these products will depend in part on
public acceptance of the cultivation and consumption of genetically engineered
products. There can be no assurance that such products will gain sufficient
public acceptance to be profitable, even if such products obtain the required
regulatory approvals.
Possible Loss of Short Term Research Contracts. A portion of DNAP's revenues
is earned by conducting scientific research projects for third parties. Some
of those third parties may be less likely to retain DNAP to conduct such
research now that DNAP is a part of a larger group of companies with interests
in some of the same fields as the third parties that typically retain DNAP to
conduct such research. There can be no assurance that third parties will
continue to retain DNAP to conduct scientific research in the future.
Possible Development of Superior Technology by Competitors. The application
of recombinant DNA and related technologies to plants is complex and subject
to rapid change. A number of companies are engaged in research related to
plant biotechnology, including companies that rely on the use of recombinant
DNA as a principal scientific strategy and companies that rely on other
technologies. Technological advances by others could render the Company's
products less competitive. Some of these companies, as well as competitors
that supply non-genetically-engineered products, have substantial resources.
Proprietary Protection. The Company's success will depend, in part, on its
ability to obtain patents, maintain trade secret protection, and conduct its
business without infringing the proprietary rights of others. There can be no
assurance that others will not develop competing technologies and market
competing products or that DNAP will be able to enforce the patents which it
currently possesses or will be able otherwise to obtain or enforce any patents
for which it has filed an application. DNAP also relies upon unpatented
proprietary and trade secret technology.
All subsequent written and oral forward-looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements disclosed in this section and otherwise
in this report.
12
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL MATTERS
DNAP has received correspondence from persons who previously held shares of
DNAP's $2.25 Convertible Exchangeable Preferred Stock (the "DNAP Preferred
Stock") in which such persons stated their dissatisfaction with the
consideration being received as a result of the Merger. The Merger was
consummated on September 26, 1996. As of the date of this report, none of such
persons has commenced litigation against DNAP.
In a complaint dated August 5, 1996 and filed in the Superior Court for the
County of Los Angeles, California, the County of Los Angeles sued DNAP and
others, including several cigarette manufacturers, alleging breach of express
warranty, unlawful, deceptive and unfair business practices, fraud and
misrepresentation, and conspiracy, in connection with the manufacture,
promotion, distribution and sale of tobacco products. DNAP's involvement in
the suit arises from allegations regarding research it performed for a major
tobacco company. The County of Los Angeles is seeking economic damages and
injunctive relief. DNAP denies any wrongdoing or liability in this matter.
DNAP intends to vigorously contest this lawsuit.
The Company, through its subsidiaries, currently grows in Mexico and imports
into the United States approximately $52 million of fresh or chilled tomatoes
annually. On March 29, 1996, the Florida Tomato Growers Exchange, the Florida
Fruit and Vegetable Association, the Florida Farm Bureau Federation, the South
Carolina Tomato Association, Inc., the Gadsden County Tomato Growers
Association, Inc., the Accomack County Farm Bureau and the Florida Tomato
Exchange filed a petition before the United States Department of Commerce
("DOC") and the U.S. International Trade Commission requesting the imposition
of antidumping duties on imports of fresh tomatoes from Mexico. ABSA is
affected by this dumping investigation because ABSA exports tomatoes from
Mexico to the United States. On October 28, 1996, the DOC issued a preliminary
finding of dumping, as required by law, finding a dumping rate of 17.56% for
most Mexican growers. On the same date, the DOC and representatives of Mexican
tomato producers signed a five-year Suspension Agreement discontinuing the
dumping investigation and suspending any dumping duties resulting from such
preliminary determination if certain conditions are met. The Suspension
Agreement requires that all tomatoes (other than greenhouse and cocktail
tomatoes) entering the United States be priced no lower than 20.68 cents per
pound ($5.17 per twenty-five pound box), which price may be adjusted from time
to time by DOC in response to significant changes in the relationship of
domestic prices to import prices. The Suspension Agreement does not affect the
requirement under the North American Free Trade Agreement that Mexican-grown
tomatoes be accorded "national treatment," which means that no limitations,
quality standards or other restrictions can be applied to Mexican-grown
tomatoes unless such limitations, quality standards or other restrictions are
also applied to tomatoes grown in the United States. ABSA supports and has
signed the Suspension Agreement, in part because the Suspension Agreement
could lead to more price stability throughout the growing season and more
consistent sales practices in the industry. Furthermore, counsel for the
petitioners in the dumping proceeding has indicated that the petitioners do
not intend to pursue further trade remedies or legislative initiatives to
restrict the importation of tomatoes from Mexico as long as the Suspension
Agreement remains in effect and is being complied with.
R.B. Packing, Inc., a wholly-owned subsidiary of IPHC, has received a "30-
day letter" from the U.S. Internal Revenue Service (the "IRS") proposing tax
adjustments for the fiscal years ended September 30, 1993, 1992 and 1991
totalling approximately $.9 million plus interest and penalties. The proposed
adjustments relate primarily to the sales commissions charged by R.B. Packing,
Inc. to ABSA, as well as to certain travel and entertainment and other
expenses. R.B. Packing, Inc. disagrees with the position taken by the IRS and
has appealed the IRS's determination.
ITEM 5. OTHER INFORMATION
Recent Acquisition
On October 18, 1996, IPHC, acquired 51% of Rijnhout Food Group B.V., a
Holland-based holding company whose subsidiaries include Koninklijke
Exporthandel Jac. Van Namen & Zonen B.V. and Rijnhout Groenten
13
<PAGE>
B.V. (collectively, Royal Van Namen). Royal Van Namen is a fresh produce
distributor with 1995 sales of $49 million, dealing primarily in tomatoes,
peppers, citrus and apples which it buys locally through auctions and
importers. It exports throughout Europe, the Middle East, the Far East and
North America to food service, wholesalers and chain stores. Pursuant to the
terms of the transaction, IPHC will pay $1.5 million in connection with the
closing and, additionally, could be required to pay up to $.5 million per year
for the next four years depending on the financial performance of Royal Van
Namen.
CAPITAL CONTRIBUTION TO IPHC
The Company has agreed to contribute up to $4.35 million to IPHC in exchange
for additional shares of stock of IPHC. The Company is in the process of
contributing the first $2.85 million of this amount, which IPHC has determined
to use as follows:
(i) IPHC will contribute $1.35 million to Premier Fruits & Vegetables BBL
Inc., a Quebec corporation ("Premier"), in exchange for shares of
convertible redeemable preferred stock of Premier. Currently, IPHC owns 80%
of the common stock of Premier. Premier has determined to use the proceeds
of this capital contribution to fund working capital and to reduce debt,
including debt owed to affiliates.
(ii) IPHC will use $1.5 million to fund the acquisition of Rijnhout Food
Group B.V. discussed above.
CONTROLLING STOCKHOLDER; CONFLICTS OF INTEREST
Seventy percent of the outstanding shares of common stock of the Company are
owned of record by Bionova International, Inc., an indirect wholly-owned
subsidiary of Empresas La Moderna, S.A. de C.V., a corporation organized under
the laws of the United Mexican States ("ELM"). Pursuant to a Governance
Agreement dated as of September 26, 1996, between ELM and the Company, ELM
(together with its affiliates) may acquire additional shares of common stock
of the Company so long as their aggregate beneficial ownership of the
Company's common stock does not exceed 80.1%, subject to applicable law. Also,
pursuant to the Governance Agreement, ELM has the power to elect a majority of
the Company's board of directors and to determine the outcome of any action
requiring the approval of the holders of the Company's common stock. This
ownership and management structure will inhibit the taking of any action by
the Company which is not acceptable to the controlling stockholder.
Certain of the Company's directors and executive officers are also currently
serving as board members or executive officers of ELM or companies related to
ELM and it is expected that each will continue to do so. Such management
interrelationships and intercorporate relationships may lead to possible
conflicts of interest.
The Company and other entities that may be deemed to be controlled by or
affiliated with ELM sometimes engage in (i) intercorporate transactions such
as guarantees, management and expense sharing arrangements, shared fee
arrangements, joint ventures, partnerships, loans, options, advances of funds
on open account and sales, leases and exchanges of assets, including
securities issued by both related and unrelated parties and (ii) common
investment and acquisition strategies, business combinations, reorganizations,
recapitalizations, securities repurchases and purchases and sales (and other
acquisitions and dispositions) of subsidiaries, divisions or other business
units, which transactions have involved both related and unrelated parties.
The Company continuously considers, reviews and evaluates and understands that
ELM and related entities consider, review and evaluate transactions of the
type described above. Depending upon the business, tax and other objectives
then relevant, it is possible that the Company might be a party to one or more
of such transactions in the future in addition to those currently in force,
such as the Long Term Funded Research Agreement dated September 26, 1996
between ELM and DNAP. In connection with these activities the Company might
consider issuing additional equity securities or incurring additional
indebtedness. The Company's acquisition activities may in the future include
participation in the acquisition or restructuring activities conducted by
other companies that may be deemed to be controlled by ELM.
14
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<C> <S>
2.1* Agreement and Plan of Merger dated as of January 26, 1996, among ELM,
Bionova, S.A. de C.V., Bionova U.S. Inc., Bionova Acquisition, Inc.,
and DNA Plant Technology Corporation
2.2* Amendment No. 1 to Agreement and Plan of Merger dated as of May 16,
1996
2.3* Amendment No. 2 to Agreement and Plan of Merger dated as of July 30,
1996
3.1* Certificate of Incorporation of the Company
3.2 Certificate of Amendment to the Certificate of Incorporation of the
Company
3.3* Bylaws of the Company
10.1* Loan Agreement dated as of January 26, 1996, between the Company and
DNAP
10.2* Assignment of Patents dated January 26, 1996, between the Company and
DNAP
10.3* Sole Patent License Agreement dated as of January 26, 1996, between the
Company and DNAP
10.4* Non-Exclusive Patent License Agreement dated as of January 26, 1996,
between the Company and DNAP
10.5* Promissory Note made January 26, 1996, by DNAP in favor of the Company
10.6** Governance Agreement dated as of September 26, 1996, between ELM and
the Company
10.7** Long-Term Funded Research Agreement dated as of September 26, 1996,
between ELM and DNAP
27.1 Financial Data Schedule
</TABLE>
- --------
* Filed as an exhibit to the Company's Registration Statement on Form S-4
(No. 333-09975) and incorporated herein by reference.
** Filed as an exhibit to the Company's current report on Form 8-K dated
September 26, 1996 and incorporated herein by reference.
(b) Reports on Form 8-K
On October 11, 1996, the Company filed a report on Form 8-K dated September
26, 1996 relating to the acquisition of DNAP by means of a merger of DNAP with
Bionova Acquisition, Inc., which was a wholly-owned subsidiary of the Company.
The following financial statements were filed with or incorporated by
reference in such Form 8-K:
Audited consolidated financial statements and schedule of DNA Plant
Technology Corporation and Subsidiaries, consisting of:
Consolidated balance sheets at December 31, 1995 and 1994
Consolidated statements of operations for the years ended December
31, 1995, 1994 and 1993
Consolidated statements of cash flows for the years ended December
31, 1995, 1994 and 1993
Consolidated statements of stockholders' equity for the years ended
December 31, 1995, 1994 and 1993
Notes to consolidated financial statements
Schedule II: Valuation and qualifying account for the years ended
December 31, 1995, 1994 and 1993
Unaudited consolidated financial statements of DNA Plant Technology
Corporation and Subsidiaries, consisting of:
Unaudited consolidated balance sheets at June 30, 1996 and December
31, 1995.
Unaudited consolidated statements of operations for the three and
six months ended June 30, 1996 and 1995.
Unaudited consolidated statements of cash flows for the six months
ended June 30, 1996 and 1995.
Notes to unaudited consolidated financial statements.
15
<PAGE>
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.
DNAP Holding Corporation
By: /s/ Arthur H. Finnel
----------------------------------
Arthur H. Finnel,
Treasurer and Chief Financial
Officer
Date: October 31, 1996
16
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
2.1* Agreement and Plan of Merger dated as of January 26, 1996, among ELM,
Bionova, S.A. de C.V., Bionova U.S. Inc., Bionova Acquisition, Inc.,
and DNA Plant Technology Corporation
2.2* Amendment No. 1 to Agreement and Plan of Merger dated as of May 16,
1996
2.3* Amendment No. 2 to Agreement and Plan of Merger dated as of July 30,
1996
3.1* Certificate of Incorporation of the Company
3.2 Certificate of Amendment to the Certificate of Incorporation of the
Company
3.3* Bylaws of the Company
10.1* Loan Agreement dated as of January 26, 1996, between the Company and
DNAP
10.2* Assignment of Patents dated January 26, 1996, between the Company and
DNAP
10.3* Sole Patent License Agreement dated as of January 26, 1996, between the
Company and DNAP
10.4* Non-Exclusive Patent License Agreement dated as of January 26, 1996,
between the Company and DNAP
10.5* Promissory Note made January 26, 1996, by DNAP in favor of the Company
10.6** Governance Agreement dated as of September 26, 1996, between ELM and
the Company
10.7** Long-Term Funded Research Agreement dated as of September 26, 1996,
between ELM and DNAP
27.1 Financial Data Schedule
</TABLE>
- --------
* Filed as an exhibit to the Company's Registration Statement on Form S-4
(No. 333-09975) and incorporated herein by reference.
** Filed as an exhibit to the Company's current report on Form 8-K dated
September 26, 1996 and incorporated herein by reference.
17
<PAGE>
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BIONOVA U.S. INC.
Bionova U.S. Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "DGCL"),
hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation, by written consents
in lieu of special meeting dated September 25, 1996, adopted resolutions
proposing and declaring advisable these amendments to the Certificate of
Incorporation of the Corporation set forth in ARTICLES FOURTH and FIFTH below,
and calling for the submission of said amendments to the sole stockholder of
the Corporation for its consideration.
SECOND: That the sole stockholder of the Corporation, by written consents in
lieu of a special meeting dated September 25, 1996, consented to and adopted
these amendments.
THIRD: That these amendments were duly adopted in accordance with the
applicable provisions of Section 242 of the DGCL.
FOURTH: That ARTICLE I of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
"The name of the Corporation is DNAP Holding Corporation."
FIFTH: That ARTICLE IV, Section I, of the Certificate of Incorporation of
the Corporation is hereby amended to read in its entirety as follows:
"Section 1. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Twenty-Five Million Five
Thousand (25,005,000) shares, consisting of (1) Twenty-Five Million
(25,000,000) shares of Common Stock, par value One Cent ($.01) per share
("Common Stock"), and (2) Five Thousand (5,000) shares of Preferred Stock,
par value One Cent ($.01) per share ("Preferred Stock")."
IN WITNESS WHEREOF, this Certificate has been signed on behalf of the
Corporation by its Chief Executive Officer on this 25th day of September,
1996.
BIONOVA U.S. INC.
By: /s/ CARLOS HERRERA
-----------------------------------
Carlos Herrera,
Chief Executive Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE COMPANY'S
FINANCIAL STATEMENTS AT AND FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1996
INCLUDED IN THE COMPANY'S FORM 10-Q QUARTERLY REPORT FOR SUCH PERIOD AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,430
<SECURITIES> 0
<RECEIVABLES> 40,118
<ALLOWANCES> 5,000
<INVENTORY> 9,983
<CURRENT-ASSETS> 45,602
<PP&E> 35,384
<DEPRECIATION> 7,426
<TOTAL-ASSETS> 89,498
<CURRENT-LIABILITIES> 55,722
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 20,610
<TOTAL-LIABILITY-AND-EQUITY> 89,498
<SALES> 104,301
<TOTAL-REVENUES> 104,301
<CGS> 84,270
<TOTAL-COSTS> 99,927
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,946
<INCOME-PRETAX> 2,968
<INCOME-TAX> 1,309
<INCOME-CONTINUING> 362
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 362
<EPS-PRIMARY> 0.001
<EPS-DILUTED> 0.001
</TABLE>
