<PAGE>
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 September 30, 1998
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
6701 San Pablo Avenue
Oakland, California 94608
(Address of principal executive offices) (Zip Code)
(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 X No
----- -----
As of October 6, 1998, 23,588,031 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
CONSOLIDATED BALANCE SHEET
THOUSANDS OF U.S. DOLLARS
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
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(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . $ 4,937 $ 6,600
Accounts receivable . . . . . . . . . . . . . 17,329 32,777
Advances to growers . . . . . . . . . . . . . 14,266 5,311
Inventories . . . . . . . . . . . . . . . . . 13,069 17,779
Other current assets. . . . . . . . . . . . . 352 618
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Total current assets . . . . . . . . . . 49,953 63,085
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Property, plant and equipment, net. . . . . . 34,395 36,520
Patents and trademarks, net . . . . . . . . . 12,333 13,258
Goodwill, net . . . . . . . . . . . . . . . . 29,966 30,792
Deferred income taxes . . . . . . . . . . . . 3,279 3,279
Other assets. . . . . . . . . . . . . . . . . 1,331 315
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Total assets . . . . . . . . . . . . . . $ 131,257 $ 147,249
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term bank loans . . . . . . . . . . . . $ 38,341 $ 51,217
Current portion of long-term debt . . . . . . 2,377 2,588
Accounts payable and accrued expenses . . . . 15,985 28,915
Accounts due to related parties . . . . . . . 48,722 21,949
Deferred income taxes. . . . . . . . . . . . 4,739 4,715
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Total current liabilities. . . . . . . . 110,164 109,384
Long-term debt. . . . . . . . . . . . . . . . 5,673 7,215
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Total liabilities. . . . . . . . . . . . 115,837 116,599
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Minority interest . . . . . . . . . . . . . . 1,264 2,294
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Stockholders' equity:
Preferred stock, $.01 par value, 5,000
shares authorized, no shares
issued and outstanding. . . . . . . . . . . . -- --
Common stock, $.01 par value, 25,000,000
shares authorized, 18,370,640 shares
issued and outstanding. . . . . . . . . . . . . 184 184
Additional paid-in capital. . . . . . . . . . . 78,720 78,720
Accumulated deficit . . . . . . . . . . . . . . (64,520) (50,240)
Cumulative other comprehensive income . . . . . (228) (308)
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Total stockholders' equity. . . . . . . . . . . 14,156 28,356
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Total liabilities and stockholders' equity. . . $ 131,257 $ 147,249
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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DNAP HOLDING CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
THOUSANDS OF U.S. DOLLARS
(EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
1998 1997 1998 1997
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Total revenues. . . . . . . . . . . . . . . . . . . . . . $ 43,915 $ 57,091 $ 191,418 $ 204,288
-------- -------- --------- ---------
Cost of sales . . . . . . . . . . . . . . . . . . . . . . (44,290) (52,138) (178,187) (191,701)
Selling and administrative expenses . . . . . . . . . . . (5,259) (5,991) (17,265) (17,980)
Research and development expenses . . . . . . . . . . . . (1,358) (1,336) (4,159) (3,697)
Purchased research and development. . . . . . . . . . . . -- (2,813) -- (2,813)
Amortization of goodwill, patents and trademarks. . . . . (730) (598) (2,194) (1,850)
-------- -------- --------- ---------
(51,637) (62,876) (201,805) (218,041)
-------- -------- --------- ---------
Operating income (loss) . . . . . . . . . . . . . . . . . (7,722) (5,785) (10,387) (13,753)
-------- -------- --------- ---------
Interest expense. . . . . . . . . . . . . . . . . . . . . (2,052) (1,177) (5,640) (3,850)
Interest income . . . . . . . . . . . . . . . . . . . . . 348 243 854 769
Exchange gain (loss), net . . . . . . . . . . . . . . . . 1,063 (159) 98 373
Other non-operating income. . . . . . . . . . . . . . . . 58 (177) 81 647
-------- -------- --------- ---------
(583) (1,270) (4,607) (2,061)
-------- -------- --------- ---------
Income (loss) before income tax . . . . . . . . . . . . . (8,305) (7,055) (14,994) (15,814)
Income tax benefit (expense). . . . . . . . . . . . . . . (420) (387) (610) (984)
-------- -------- --------- ---------
Net income (loss) before minority interest. . . . . . . . (8,725) (7,442) (15,604) (16,798)
Minority interest in net loss (income) of subsidiaries. . 485 1,048 1,324 3,061
-------- -------- --------- ---------
Net income (loss) . . . . . . . . . . . . . . . . . . . . (8,240) (6,394) (14,280) (13,737)
Other comprehensive income (expense) net of tax:
Foreign currency translation adjustments. . . . . . . 57 8 80 (26)
-------- -------- --------- ---------
Comprehensive income (loss) . . . . . . . . . . . . . . . $ (8,183) $ (6,386) $ (14,200) $ (13,763)
-------- -------- --------- ---------
-------- -------- --------- ---------
Net income (loss) per share - basic and diluted . . . . . $ (0.45) $ (0.35) $ (0.77) $ (0.75)
-------- -------- --------- ---------
-------- -------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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DNAP HOLDING CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
THOUSANDS OF U.S. DOLLARS
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . $ (14,280) $ (13,737)
Items not affecting cash:
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . (1,324) (3,061)
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,947 2,496
Amortization of goodwill, patents and trademarks . . . . . . . . . . 2,194 1,850
Purchased research and development . . . . . . . . . . . . . . . . . -- 2,813
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . 24 --
Gain from sale of property, plant and equipment. . . . . . . . . . . -- (321)
Net changes (exclusive of subsidiaries acquired or divested) in:
Accounts receivable and advances to growers, net . . . . . . . . . . 807 12,909
Notes receivable from related parties. . . . . . . . . . . . . . . . -- (2,719)
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,468 4,657
Accounts payable and accrued expenses. . . . . . . . . . . . . . . . (6,786) (11,116)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,070) 164
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES. . . . . . . . . . (13,020) (6,065)
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CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of intellectual property . . . . . . . . . . . . . . . . . -- (2,630)
Advances to related parties towards purchase of shares . . . . . . . . -- (5,000)
Purchases of property, plant and equipment . . . . . . . . . . . . . . (3,899) (3,252)
Proceeds from sale of property, plant and equipment. . . . . . . . . . -- 648
Proceeds from divestiture of Van Namen, net of cash divested . . . . . 637 --
Payment for purchase of companies. . . . . . . . . . . . . . . . . . . (476) (277)
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NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES. . . . . . . . . . (3,738) (10,511)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net change in short-term borrowings. . . . . . . . . . . . . . . . . . (11,567) 4,179
Repayments of long-term debt . . . . . . . . . . . . . . . . . . . . . (111) 66
Accounts due to related parties. . . . . . . . . . . . . . . . . . . . 26,773 6,945
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES.
15,095 11,190
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Net increase (decrease) in cash and cash equivalents.... . . . . . . . (1,663) (5,386)
Cash at beginning of year. . . . . . . . . . . . . . . . . . . . . . . 6,600 10,735
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Cash at end of period. . . . . . . . . . . . . . . . . . . . . . . . . $ 4,937 $ 5,349
----------- -----------
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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DNAP HOLDING CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
NOTE 1 - BASIS OF PRESENTATION
DNAP Holding Corporation (together with its subsidiaries, "DNAP Holding" or
the "Company"), a subsidiary of Bionova, S.A. de C.V., a Mexican corporation
("Bionova Mexico"), was formed on January 12, 1996 and originally named Bionova
U.S. Inc., to be the holding company of a consolidated group, which includes
certain former subsidiaries of Bionova Mexico (the "Bionova Subsidiaries") and,
after consummation of a merger effective September 26, 1996, DNA Plant
Technology Corporation, a Delaware corporation ("DNAP"), and its subsidiaries.
Today, the Company acts as a holding company for (i) Agricola Batiz, S.A. de
C.V., of which the Company owns 80% ("ABSA"), (ii) International Produce
Holding Company, of which the Company owns 100% ("IPHC"), (iii) DNA Plant
Technology Corporation, of which the Company owns 100% ("DNAP"), and (iv) VPP
Corporation, of which the Company owns 100% ("VPP").
NOTE 2 - NET LOSS PER COMMON SHARE
The weighted average number of common shares outstanding during the three
months ended September 30, 1997 and 1998 and for the first nine months ended
September 30, 1997 and 1998 was 18,370,640.
NOTE 3 - INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
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<S> <C> <C>
Finished produce.......................... $ 2,028 $ 1,815
Growing crops............................. 4,775 9,974
Advances to suppliers..................... 1,183 316
Spare parts and materials................. 4,269 4,821
Merchandise in transit and other.......... 944 980
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13,199 17,906
Allowance for slow moving inventories..... (130) (127)
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$ 13,069 $ 17,779
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</TABLE>
NOTE 4 - CASH FLOWS
Cash flows for the first nine months of 1998 reflect the elimination of the
Royal Van Namen account balances, which were still recorded on DNAP Holding's
balance sheet as of December 31, 1997.
NOTE 5 - RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current
year presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE COMPANY
DNAP Holding Corporation, a Delaware corporation (together with its
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 80% ("ABSA"), (ii)
International Produce Holding Company, a Delaware corporation, of which the
Company owns 100% ("IPHC"), (iii) DNA Plant Technology Corporation, a Delaware
corporation, of which the Company owns 100% ("DNAP"), and (iv) VPP Corporation,
a Delaware corporation, of which the Company owns 100% ("VPP"). The Company
acquired majority interests in ABSA and IPHC on July 1, 1996, by means of a
capital
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contribution from Bionova S.A. de C.V. ("Bionova Mexico"), and on October 7,
1997, acquired all of the minority interests in IPHC and increased its
ownership interest in ABSA to 80%. 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. VPP was formed as a
wholly-owned subsidiary of the Company on August 18, 1997. As of October 6,
1998, approximately 76.6% of the outstanding common stock of the Company is
indirectly owned by Empresas La Moderna, S.A. de C.V. ("ELM").
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 primarily 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. VPP is an agribusiness biotechnology company focused on the
development and application of genetic engineering and transformation
technologies in vegetatively propagated plants.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1997
Revenues decreased from $57.1 million in the third quarter of 1997 to $43.9
million in the third quarter of 1998. This decline in revenues was in large
part explained by the divestiture of Royal Van Namen ("RVN") during the first
quarter of 1998, which recorded $12.2 million of sales during the third quarter
of 1997. Revenues in the United States and Canada increased $2.0 million and
$1.4 million, or 13% and 37%, respectively, as compared with the same quarter a
year ago. Interfruver's sales were down 14% in the third quarter of 1998 as
compared to the same quarter of 1997 due to the extremely high prices that
prevailed in the third quarter of 1997. Revenues of DNAP declined by $0.5
million due to lower licensing and contract revenues.
Gross profit (sales less cost of sales) declined from a profit of $5.0
million in the third quarter of 1997 to a loss of $0.4 million in the same
quarter of 1998. ABSA experienced a gross margin loss of $2.9 million in the
third quarter of 1998, which was $2.5 million greater than the gross margin loss
during the same quarter in 1997. This higher gross margin loss was directly
attributable to a charge of $2.5 million to write down receivables associated
with two of ABSA's farming joint ventures as another step in the consolidation
of ABSA's agricultural activities in Mexico. Due primarily to the lower product
prices in Mexico and higher cost of sales in the United States during the third
quarter of 1998 as compared with the same quarter in 1997, the gross profit of
the Company's distribution companies declined by $1.9 million. DNAP's gross
profit declined by $0.5 million due to the reduction in licensing and contract
revenues for the third quarter of 1998 as compared to the same quarter of 1997.
The divestiture of RVN resulted in a reduction of gross profit between the third
quarters of 1997 and 1998 of $0.5 million.
Selling and administrative expenses declined from $6.0 million in the third
quarter of 1997 to $5.3 million in the third quarter of 1998. This $0.7 million
decline was due primarily to the divestiture of RVN during the first quarter of
1998.
During the third quarter of 1997 the Company wrote off $2.8 million of
purchased research and development in connection with the acquisition of the
intellectual property assets of United Agricorp, Inc. ("UAC").
The non-cash charge for amortization of goodwill, patents and trademarks
was $0.7 million in the third quarter of 1998, emanating from the goodwill and
patents relating to the DNAP merger, and the purchase of the IPHC and ABSA
minority interests.
Interest expense increased by $0.8 million in the third quarter of 1998 as
compared with the same quarter of 1997 due to the increase in the average level
of debt outstanding.
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In the third quarter of 1998, DNAP Holding experienced a net foreign
exchange gain of $1.1 million as compared to a loss of $0.2 million in the same
quarter of 1997. This exchange gain in the third quarter of 1998 occurred in
conjunction with the volatility of the international currency markets. As a
consequence, an exchange gain was experienced by ABSA, whose functional currency
is the U.S. dollar, due to its net peso monetary position.
During the third quarter of 1998, the share of losses allocable to minority
interests was $0.5 million as compared with a minority interest loss of $1.0
million for the same quarter in 1997. The 1998 and 1997 allocations of losses
are consistent with the minority positions held across the operating
subsidiaries of the Company and were affected significantly by the increase in
the Company's interests in ABSA and IPHC and the divestiture of its entire
interest in RVN.
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1997
Revenues declined from $204.3 million during the first nine months of 1997
to $191.4 million during the same period in 1998. The United States
distribution companies reflected an increase of $18.0 million for the first nine
months (10% higher than prior year), which was due primarily to greater
availability of product during the second quarter. Sales also increased during
the first nine months of 1998 in Canada and Mexico as compared with the same
period in 1997 ($7.4 and $3.1 million, respectively, representing percentage
gains of 51% and 6%), due to an improved competitive environment and the
distribution of a broader range of products. This growth in the Americas was
more than offset by the divestiture of Royal Van Namen ("RVN") during the first
quarter of 1998, which recorded sales of $41.9 million during the first nine
months of 1997. DNAP's revenues during the first nine months of 1998 increased
by $0.5 million over the same period in 1997 due to higher licensing and royalty
revenues.
Gross profit (sales less cost of sales) improved from $12.6 million during
the first nine months of 1997 to $13.2 million during the same period in 1998.
While ABSA experienced a gross loss of $4.1 million during the first nine months
of 1998, this represented an improvement of $0.9 million over the same period in
1997. In conjunction with the higher sales levels and a reduction in expenses
in the U.S., Canadian, and Mexican distribution companies, the gross profit of
these companies increased by $1.6 million during the first nine months of 1998
as compared to the same period of 1997. The divestiture of RVN resulted in a
reduction of gross profit between the first nine months of 1997 and 1998 of $2.3
million. The Company's gross profit also benefited by the $0.4 million increase
in license and royalties fees at DNAP during the first nine months of 1998 as
compared with the same period in 1997.
Selling and administrative expenses decreased from $18.0 million for the
first nine months of 1997 to $17.3 million during the same period of 1998. The
reduction in selling and administrative expenses of $1.6 million associated with
the divestiture of RVN during the first nine months of 1998 was offset to some
extent by an increase in corporate overhead expenses of $0.9 million during the
same period.
Research and development expenses increased from $3.7 million during the
first nine months of 1997 to $4.2 million for the same period of 1998, which was
due to the increased level of activity at DNAP.
During the first nine months of 1997 the Company wrote off $2.8 million of
purchased research and development in connection with the acquisition of the
intellectual property assets of UAC.
The non-cash charge for amortization of goodwill, patents and trademarks
was $2.2 million for the first nine months of 1998, emanating from the goodwill
and patents relating to the DNAP merger, and the purchase of the IPHC and ABSA
minority interests.
Interest expense increased by $1.7 million during the first nine months of
1998 as compared with the same period of 1997 due to an increase in the average
level of debt outstanding.
The Company recorded an income tax expense of $0.6 million for the first
nine months of 1998 as compared with an expense of $1.0 million for the same
period in 1997. This variance was attributable to the elimination of the R.B.
Packing companies' tax liability (R.B. Packing, Inc., R.B. Packing of
California, Inc., and R.B. Packing of Texas, Inc.) due to their consolidation
for tax purposes into DNAP Holding, beginning in the third quarter of 1997 which
followed the Company's acquisition of the minority interests in IPHC.
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During the first nine months of 1998, the share of losses allocable to
minority interests was $1.3 million as compared with $3.1 million for the same
period in 1997. The 1998 and 1997 allocations of losses are consistent with the
minority positions held across the operating subsidiaries of the Company and
were affected significantly by the increase in the Company's interest in ABSA
and IPHC and the divestiture of its entire interest in RVN.
CAPITAL EXPENDITURES
During the first nine months of 1998, the Company made capital investments
of $3.9 million in property, plant and equipment. The majority of the funds
were spent on three investment projects at ABSA -- the installation of new
irrigation systems on agricultural land owned by the ABSA, additional cooling
room capacity required for product quality, and initial investments for a new
packaging facility at ABSA's production site in Culiacan, Mexico.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 1998, the Company used $13.0
million in cash in operating activities. Cash used in the results of operations
amounted to $10.4 million (i.e., net income, minority interest, depreciation,
amortization, and deferred income taxes). Working capital requirements
increased by $2.6 million during the first nine months of 1998. Accounts
receivable and advances to growers decreased by $0.8 million in the first nine
months of 1998 as $8.9 million of financing was provided to joint ventures with
growers for the 1998-1999 growing season and customer receivables decreased by
$9.7 million, which was consistent with the traditionally low sales that occur
in the third quarter for the United States and Canadian distribution companies.
Inventories and accounts payable declined by $4.5 million and $6.8 million,
respectively, as the 1998-99 growing season started during July in Culiacan and
Baja California Sur in Mexico. Cash requirements associated with other assets
reflected advances made for the capitalization of the Company of $0.8 million
during the third quarter of 1998.
In addition to the $3.9 million invested in purchases of property, plant
and equipment, cash used in investing activities reflected (i) $0.9 million of
cash received on the divestiture of RVN during the first quarter of 1998,
reduced by the 1997 year-end cash balance of $0.3 million in the accounts of RVN
and (ii) an earn-out payment made to the minority owners of Interfruver
associated with that company's performance in 1997.
Cash generated from financing activities during the first nine months of
1998 was $15.1 million. ELM financed the retirement of certain bank debt and
certain requirements of ABSA's joint ventures for the 1998-1999 growing season.
On October 6, 1998 Bionova International, Inc., a wholly-owned subsidiary
of ELM, made a capital contribution of $30.0 million to the Company in exchange
for 5,217,391 shares of DNAP Holding Corporation common stock at a price of
$5.75 per share. The Company used $13.0 million of the proceeds it received in
this transaction to repay $13.0 million of its outstanding debt to Bionova
International, Inc. and its affiliates, and the remaining $17.0 million will be
used in the operations of the business.
The Company is in the process of arranging a short-term loan facility with
commercial banks of $30.0 million which is expected to be completed by the
middle of November.
YEAR 2000 ("Y2K") UPDATE
BACKGROUND
The "Year 2000 Issue" is the result of computer programs that were written
using two digits rather than four to define the applicable year. If the
Company's computer programs with date-sensitive functions are not Year 2000
compliant, they may recognize a date using "00" as the Year 1900 rather than the
Year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices or engage in similar normal business
activities.
THE PROJECT
The Company's Y2K project includes both information technology ("IT") and
non-IT systems and has been divided into four principal sections. These
sections are (1) hardware, (2) software, (3) non-IT systems, and (4) third
parties (suppliers, customers, and other). Sections 1, 2, and 3 have, or will
go through seven phases, as follows: (i) an
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inventory of all items relevant to Y2K, (ii) assignment of priorities
regarding each of these items for the Company's activities in the Y2K, (iii)
determination of the Company's current Y2K capability and compliance with
regard to each of these items, (iv) preliminary testing of Y2K capability,
(v) maintenance and or replacement of items that fail to meet Y2K
requirements, (vi) validation that maintenance and replacement changes meet
Y2K requirements, and (vii) design of contingency plans.
The Company has completed the first two phases - the inventory and
assignment of priorities -- for all four sections of the project.
The hardware section includes personal computers, servers, routers, central
telephone systems, printers, faxes etc. The Company has determined that 80
percent of the hardware already is compliant and has moved on to the testing,
maintenance and/or replacement, and validation phases. The balance of the
hardware and non-IT systems, such as alarm systems, are expected to be 100
percent compliant by December 31, 1998. The contingency plan for this section
is scheduled to be complete by January 31, 1999.
The software section includes both purchased and internally developed
software. These software applications are in the preliminary testing phase, and
the Company estimates that about 85 percent of all applications software being
used today already is compliant. The software that is not Y2K compliant will be
converted, upgraded or replaced. Software applications are scheduled to be 100
percent compliant by July, 1999 and the contingency plan for this section is
expected to be complete by July 31, 1999.
The third parties section includes suppliers and customers. This section
consists of identifying those parties that are critical to the normal operations
of the Company and contacting each of the critical parties, determining the
extent to which these parties are vulnerable to Y2K issues, and identifying any
exposure the Company might therefore have in its operations. Once this
evaluation has been completed, contingency plans will be developed to deal with
any Y2K issues emanating from this section. The evaluation process is expected
to be complete by January 31, 1999, and the contingency plan is scheduled to be
complete by March 31, 1999.
COST TO ADDRESS THE COMPANY'S Y2K ISSUES
Costs incurred by the Company to date with respect to its Y2K activities
have been immaterial. Once the testing phases of each section are completed,
the Company will be in a position to determine its budget for 1999. It is
expected that the most significant expenses will be associated with any
replacement or conversion of software that is required.
THE RISK OF THE COMPANY TO Y2K ISSUES
The failure to identify and/or correct properly a Y2K problem could result
in an interruption in, or a failure of certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity or financial condition. The Company's Y2K
project is proceeding ahead and is expected to be completed by July 31, 1999.
With the completion of this project as scheduled, the Company believes that the
possibility of significant interruptions of normal business activities and
operations will be reduced.
DISCLOSURE 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" regarding the
Company's financial position, business strategy, prospects, 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
1998, and beyond, to differ materially from those expressed in any
forward-looking statements made by or on behalf of the Company:
-9-
<PAGE>
MANAGEMENT INFORMATION SYSTEMS AND CONTROLS. The Company's business has
undergone 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 exacerbates these issues.
HISTORICAL LOSSES AND ACCUMULATED DEFICITS. DNAP Holding sustained losses
in 1996, 1997. and through the first nine months of 1998. 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 acquire additional producers, distributors, marketers and
additional rights to technologies. Therefore, the ability to pursue such
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.
RISKS ASSOCIATED WITH OWNERSHIP OF RURAL LAND IN MEXICO. ABSA owns a
substantial amount of rural land in Mexico. Historically, the ownership of
rural land in Mexico has been subject to legal limitations and claims by
residents of rural communities, which in some cases could lead to the owner
being forced to surrender such land. Though ABSA is in compliance with all
applicable legal limitations, ABSA has been, and continues to be, involved in
such proceedings as part of its ordinary course of business. ABSA has not lost
any land as a result of such proceedings.
GOVERNMENTAL AND ECONOMIC RISKS ASSOCIATED WITH FOREIGN OPERATIONS. Nearly
all of the growing and approximately 25% of the Company's sales occur in Mexico.
Nearly 7% of the Company's sales occurs in Canada. 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 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.
-10-
<PAGE>
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.
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 was 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. ABSA relies on agricultural land leased from
others and production associations with other growers for a large part of its
supply. 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 1997 for approximately 11% of the
consolidated sales of the Company's subsidiaries. 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.
-11-
<PAGE>
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, the Environmental Protection Agency,
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.
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 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.
-12-
<PAGE>
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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As disclosed in DNAP Holding's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, DNAP Holding and DNA Plant Technology Corporation
were named as defendants in a lawsuit styled Gordon K. Aaron et al. v. Empresas
La Moderna, et al. Also as disclosed in that report, all of the claims pending
in that suit against DNAP Holding and DNA Plant Technology Corporation were
dismissed by the court on August 27, 1997. The Plaintiffs have filed a motion
asking the court to reconsider its opinion that the former holders of preferred
stock of DNA Plant Technology Corporation were not entitled to vote on the 1996
merger of that corporation with a subsidiary of DNAP Holding. DNAP Holding and
DNA Plant Technology Corporation believe the court's opinion was correct and
intend to vigorously oppose this motion.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
DNAP HOLDING CAPITALIZATION
Pursuant to a Stock Purchase Agreement dated October 1, 1998, Bionova
International, Inc. invested $30.0 million in the Company on October 6, 1998 to
purchase 5,217,391 shares of DNAP Holding Common Stock, $.01 par value per
share, at a price of $5.75 per share. As a result of this transaction, the
total number of shares outstanding of DNAP Holding Common Stock increased to
23,588,031 and the total number of shares of DNAP Holding Common Stock owned by
Bionova International, Inc. increased to 18,076,839, or 76.6% of the total
outstanding. As previously agreed with Bionova International, Inc., the Company
used a portion of the proceeds it received from Bionova International, Inc. to
repay $13.0 million of its outstanding debt to Bionova International, Inc. and
its affiliates. The remainder of the proceeds are being used by the Company for
operations. The offer and sale of DNAP Holding Common Stock to Bionova
International, Inc. pursuant to the Stock Purchase Agreement was exempt from
registration under the Securities Act of 1933, as amended, pursuant to the
exemption provided by Section 4(2) of that act.
The Stock Purchase Agreement provides that at DNAP Holding's 1999 Annual
Meeting of Stockholders, the Stockholders will be asked to approve a proposal to
amend DNAP Holding's Certificate of Incorporation to increase the number of
authorized shares of common stock to at least 40 million and that Bionova
International, Inc. will vote its shares in favor of this proposal.
The Stock Purchase Agreement also provides that following the annual
meeting and subject to the approval of the proposal to amend the Certificate of
Incorporation, DNAP Holding will distribute to each record holder of DNAP
Holding Common Stock, as of a record date to be set by DNAP Holding, three
rights (the "Rights") for every four shares of DNAP Holding Common Stock held by
such record holder. Each Right will entitle the holder to purchase one share of
DNAP Holding Common Stock at an exercise price of $5.75 per share. Rights to
purchase fractional shares will not be issued; the number of Rights issued to
each stockholder will be rounded up to the next whole number. The Rights will
expire on May 31, 2000. Upon issuance of the Rights, Bionova International,
Inc. will surrender to DNAP Holding (at no cost to DNAP Holding), a number of
Rights that would entitle Bionova International, Inc. to purchase 9,130,435
shares of DNAP Holding Common Stock.
DNAP Holding received a letter from The Nasdaq Stock Market, Inc. on
October 20, 1998 that this capitalization program had been accepted as a proper
remedy to the deficiency the Company previously had with respect to the Nasdaq's
requirements for continued listing of its securities on the Nasdaq National
Market.
-13-
<PAGE>
ITEM 5. OTHER INFORMATION
CONTROLLING STOCKHOLDER; CONFLICTS OF INTEREST
Approximately 76.6% of the outstanding shares of common stock of the
Company are owned of record by Bionova International, Inc., an indirect,
wholly-owned subsidiary of 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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
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
4.1*** Stock Purchase Agreement dated as of October 1, 1998, between DNAP
Holding and Bionova International, Inc.
27.1 Financial Data Schedule
----------
* 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 quarterly report on Form 10-Q for
the quarterly period ended September 30, 1996 and incorporated herein
by reference.
*** Filed as Exhibit 99.1 to the Company's current report on Form 8-K
dated
-14-
<PAGE>
October 6, 1998 and incorporated herein by reference.
(b) Reports on Form 8-K
On October 14, 1998, the Company filed a report on Form 8-K dated October
6, 1998 relating to the capitalization transaction pursuant to which
Bionova International, Inc. made an investment in the Company. The
Form 8-K included an unaudited pro forma condensed balance sheet of the
Company presenting the pro forma effect of the capitalization transaction
assuming that it occurred as of August 31, 1998.
-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
Date: November 12, 1998 By: /s/ ARTHUR H. FINNEL
-------------------------------------
Arthur H. Finnel,
Executive Vice President,
Treasurer and Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
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
4.1*** Stock Purchase Agreement dated as of October 1, 1998,
between DNAP Holding and Bionova International, Inc.
27.1 Financial Data Schedule
----------
* 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 quarterly report on Form
10-Q for the quarterly period ended September 30, 1996 and
incorporated herein by reference.
*** Filed as Exhibit 99.1 to the Company's current report on Form 8-K
dated October 6, 1998 and incorporated herein by reference.
-17-
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<PAGE>
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE COMPANY'S
FINANCIAL STATEMENTS AT AND FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1998
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>
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
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<CASH> 4,937
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<RECEIVABLES> 35,133
<ALLOWANCES> 3,538
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<TOTAL-LIABILITY-AND-EQUITY> 131,257
<SALES> 191,418
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<CGS> 178,187
<TOTAL-COSTS> 201,805
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