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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000,
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .
COMMISSION FILE NUMBER 0-26519
SEMINIS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 36-0769130
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2700 CAMINO DEL SOL, OXNARD, CALIFORNIA 93030-7967
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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(805) 647-1572
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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None None
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
Seminis, Inc. as of December 19, 2000 was approximately $10.3 million.
The number of shares outstanding of the registrant's Class A Common Stock,
par value $0.01 per share and Class B Common Stock, par value $0.01 per share,
as of December 19, 2000 was 13,975,764 and 45,848,622 shares, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Stockholders of
Seminis, Inc. are incorporated by reference into Part III hereof.
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SEMINIS, INC.
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
TABLE OF CONTENTS
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PAGE
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PART I
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 12
Item 3. Legal Proceedings........................................... 12
Item 4. Submission of Matters to a Vote of Security Holders......... 13
Item 4A. Executive Officers of the Registrant........................ 13
PART II
Item 5. Market Price of the Registrant's Common Equity and Related
Stockholder Matters......................................... 15
Item 6. Selected Consolidated Financial Data........................ 15
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 18
Item 7A. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 25
Item 8. Financial Statements and Supplementary Data................. 25
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.................................... 25
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 26
Item 11. Executive Compensation...................................... 26
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 26
Item 13. Certain Relationships and Related Transactions.............. 26
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 26
Exhibit Index........................................................... 27
Signatures.............................................................. 28
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PART I
ITEM 1. BUSINESS
OVERVIEW
Seminis is the largest developer, producer, and marketer of vegetable and
fruit seeds in the world. Seminis uses seeds as the delivery vehicle for
innovative agricultural technology. Seminis develops seeds designed to reduce
the need for chemicals, increase crop yield, reduce spoilage, offer longer shelf
life and create tastier foods with better nutrition.
Seminis focuses its research and development activities on products that
are likely to have practical market uses, create significant market value,
command premium pricing and capture leading local market share.
As a result, Seminis is creating and setting the foundation to capture
value through premium pricing at all steps of the vegetable and fruit production
and distribution chain: growers, distributors, processors, and consumers.
Seminis produces more than 60 species and 6,000 vegetable and fruit seed
products. Seminis markets its seeds through three full-line brands -- Asgrow,
Petoseed, and Royal Sluis -- and six specialty and regional brands. The product
lines marketed under these brands cover most species of vegetables and fruits,
including beans, beets, broccoli, brussels sprouts, cabbage, carrots,
cauliflower, celery, Chinese cabbage, cucumbers, eggplant, leeks, lettuce,
melons, onions, peas, peppers, pumpkin, radish, spinach, squash, sweet corn,
tomatoes, and watermelon.
Seminis has established a worldwide presence and global distribution
system. Seminis markets seeds in over 120 countries, has 34 research and
development facilities, 29 screening farms in 19 countries and production sites
in over 30 countries. This allows Seminis to remain close to local markets
around the world, adapt its products to any microclimate and meet the
preferences of local consumers.
Seminis was incorporated in 1999 under Delaware law and is the successor to
an Illinois corporation, Seminis, Inc., organized in 1994. The Company's
principal executive offices are located at 2700 Camino Del Sol, Oxnard, CA
93030-7967 (telephone (805) 647-1572) and its Internet address is
http://www.seminis.com.
INDUSTRY OVERVIEW
Over the past several decades, improvements in farm productivity have
allowed the agricultural industry to keep pace with growing food demand. While
many of the steps in agriculture -- tilling, planting and harvesting -- have
shown evolution over time, yield-enhancing technologies such as mechanization
and the use of hybrid seed and crop protection chemicals have allowed farmers to
meet the ever-growing demand for food. More recently, the application of genetic
improvements to crop plants has provided greater value to growers which can be
captured by the seed industry through higher prices and greater demand.
One of the biggest challenges of the 21st century will be to further
develop sustainable agricultural production systems that can meet the food and
nutritional requirements of the world's growing population. The United Nations
is projecting that world population will increase by 35% to 7.7 billion from
1995 to 2020, with 95% of the population increase expected in developing
countries. Given the limited amount of arable land, which is decreasing,
increases in agricultural production must come from improvements in agricultural
productivity through technology. In addition, there are concerns related to
human health and environmental impact in developed countries, to agricultural
production growth achieved through increased uses of chemical inputs such as
pesticides. Consequently, the burden of meeting increased demand for food rests
primarily on the emergence of new technologies and farming methods that
facilitate improvements in crop yields and replace existing agricultural
chemicals.
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In developing countries, which have a relatively large vegetarian
population, vegetable and fruit consumption has grown over 75% from 1985 to
1996. Consumption of vegetables and fruits worldwide has increased approximately
50% in the same time period. However, vegetable and fruit yields have not kept
pace with consumption increases, growing only 18% per hectare since 1985. Given
current population estimates and consumption rates, consumption of vegetables
and fruits is expected to increase by 60% from 1996 to 2010. World production of
vegetables and fruits must increase to meet expected demand.
Two breakthroughs in plant science occurred in the 1980's that may
facilitate increased productivity and higher quality vegetables and fruits. The
first was the understanding of how genes, the fundamental components of the
genetic code, work in plants to produce traits such as disease resistance or
higher nutritional content. The second was the development of transformation
technology, which is a process to introduce new character traits into plants. By
using developments in plant breeding, biotechnology and plant-to-plant genomics,
leading vegetable and fruit seed companies are creating the changes in
productivity and quality necessary to provide sustainable vegetable and fruit
production growth.
In addition, vegetables and fruits are proven to be valuable in meeting
basic nutritional needs and in preventing disease. They also have very little
fat, are low in calories and contain vitamins and other nutritional compounds.
Diets high in vegetables and fruits protect against obesity and, thus, against
the risk of cardiovascular disease and stroke, and can also protect against
diabetes, iron-deficiency anemia and cataracts. According to the World Cancer
Research Fund and the American Institute for Cancer Research, there is also a
strong and consistent pattern showing that diets high in vegetables and fruits
can significantly reduce the risk of cancer. Seminis believes that vegetables
and fruits represent nature's most direct delivery mechanism for improved health
and nutrition.
The world's vegetable and fruit seed industry, with its unique combination
of nutritional benefits, local market adaptability, yield enhancing
technologies, year-round availability and streamlined production and
distribution system, is positioned to meet the world's growing need for healthy
and nutritious food products. Seminis' development of seeds that produce
disease-resistant, higher-yielding and healthier vegetables and fruits are of
growing importance for regional and global markets because of expected
increasing consumption of vegetables and fruits, along with a steady decline in
arable land.
STRATEGY
Seminis' vision is to apply appropriate use of technology to vegetable and
fruit seeds to enhance profitability throughout the vegetable and fruit
production and distribution chain. To realize this vision, Seminis expects to
capitalize on its competitive strengths, which include its ability to
consistently introduce new technology through product innovation, a strong
germplasm bank, well-established brand names and a worldwide distribution
system. Seminis distinguishes itself from its competitors by having a global
strategy that addresses local needs. Seminis intends to enhance its leadership
position in the global vegetable and fruit seed industry by expanding its
existing product lines and introducing high-quality, technologically innovative
seeds tailored to local preferences. To implement these strategies, Seminis
plans to:
- Enhance our leadership position in worldwide vegetable fruit seed
market -- Seminis is the global leader in the vegetable and fruit seed
business with $424.7 million in net seed sales during fiscal year 2000.
- Expand our technology leadership position through continuous new product
innovations -- Seminis' new product development efforts utilize plant
breeding as its primary source of new products. While the company invests
in biotechnology research, less than 1% of its sales come from
genetically modified seeds. Seminis believes that over the long-term
biotechnology will be an important contributor of earnings to the
company. In 2000, Seminis was awarded 22 US patents.
- Further consolidations of the vegetable and fruit seed
industry -- Seminis has led the consolidation of the vegetable and fruit
seed industry and has consummated nine mergers or acquisitions to date.
In fiscal year 1999 the Company completed the acquisition of the
vegetable seed business of Sementes Agroceres S.A. ("Agroceres"), the
largest vegetable seed business in Brazil, and the seedless
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watermelon germplasm of Barham Seeds, Inc. ("BSI"). The Agroceres and BSI
acquisitions add important germplasm to Seminis' world leading vegetable
fruit germplasm bank. In addition, the Agroceres acquisition along with
the creation of local Seminis sales and distribution companies in
Argentina, Turkey, Poland and Hungary during 1999 further strengthen
Seminis' market leadership.
- Capture enhanced value created by proprietary seeds -- As a result of its
innovative new product development efforts, Seminis has continued to
introduce new products that reduce input costs to growers and provide
enhanced consumer value.
PRODUCTS
Seminis develops and produces vegetable and fruit seeds adapted to the
local conditions in which they will be grown. Local requirements are largely
dictated by environmental conditions, such as temperature or rainfall, specific
requirements for resistance to pests, retail demand for traits, such as shelf
life, and consumer preferences for flavor, ready-to-eat convenience and quality.
Seminis' depth of product lines enables growers to meet local market demands.
DEVELOPED COUNTRIES
In developed countries, the growth of the vegetable and fruit seed market
is primarily driven by a demand for foods with enhanced nutritive qualities and
increased consumer awareness of the health benefits of vegetables and fruits.
According to a 1996 consumer survey in the United States, 89% of consumers cited
nutritional reasons as to why they eat vegetables and 73% said that they would
pay more for healthier versions of the foods they eat. Seeds for the production
of vegetables and fruits in developed countries are predominantly hybrids to
ensure crop uniformity and productivity. Seminis estimates that, in the United
States, 85% of all vegetable and fruit seeds are hybrids.
DEVELOPING COUNTRIES
In developing countries the growth of the vegetable and fruit seed market
is largely driven by rapidly expanding population growth, global produce markets
and conversion from the use of open-pollinated seed to hybrid seed varieties.
Growers are realizing the value of hybrids and are increasingly converting to
hybrid seeds to obtain higher yields per acre, greater uniformity, greater
resistance to pests, diseases and environmental conditions and improved quality,
flavor and nutrition for consumers. Seminis develops and sells new hybrids
specifically designed for the local markets in developing countries. Given the
benefits of hybrid seeds, growers are often willing to pay a substantially
higher price for hybrid seeds than for open-pollinated seeds.
MULTI-BRAND STRATEGY
Through its customer-focused, multi-brand strategy, Seminis provides
choices to growers with respect to product, price, promotion and service. It
also advances Seminis' goal of providing growers with information to enable
growers to anticipate change in consumer trends rather than react to them.
Seminis has three full-line brands, Asgrow, Petoseed and Royal Sluis, each with
its own identity and positioning. Each brand features independent products with
varying strengths and market fit. Seminis also markets six specialized or
regional brands, which enable the Company to respond quickly to changing market
needs, dietary preferences or regional growing practices. These brands may focus
on specialized growing practices, such as greenhouse or protected culture,
specific customer segments within a sub-market, such as large lettuce growers in
the southwestern United States, or regional and cultural preferences, such as
Asian vegetables or fruited crops for the Middle East. With differentiated
Seminis brands, growers can exercise their options for choice while staying
within the Seminis family. Seminis believes that it can maintain and reinforce
its competitive advantage through the careful positioning of its brands.
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FULL-LINE BRANDS
Seminis markets a full-line of seeds under its Asgrow, Petoseed and Royal
Sluis brands. These brands are well recognized for consistently developing and
marketing high quality seeds for most major vegetable and fruit species. Seminis
believes that its brands rank among the leading brands worldwide in the
vegetable and fruit seed market.
Asgrow and Petoseed enjoy high brand awareness in the United States
vegetable and fruit seed industry. According to a 1996 study, Asgrow has a 99%
brand-awareness rating among growers, while 88% of growers and dealers have a
high awareness of the Petoseed brand. In Europe, growers and dealers also have
high brand awareness of Seminis' brands. According to a 1997 independent
industry study of over 1,000 growers and distributors, there is a "high" to
"very high" awareness of Royal Sluis in many European countries, including
France, Italy, The Netherlands, the United Kingdom and Turkey. Similarly, Asgrow
and Petoseed have high brand awareness in many European markets, including
Asgrow in Italy and Petoseed in Spain.
Asgrow -- Asgrow was established in 1856 and was acquired by Seminis in
December 1994 from the Upjohn Company for $304.0 million. After the acquisition,
Seminis sold the Asgrow agronomics seed business for $240.0 million. Asgrow is
known for providing seeds that possess traits satisfying end-consumer demands
such as flavor, ready-to-eat convenience and quality. Its strong reputation has
been enhanced through its success with hybrids such as carrots and onions.
Asgrow is also strong in large seed species such as green beans, where Seminis
believes it has a U.S. market share of over 70%. Asgrow also has a strong
presence in many European countries.
Petoseed -- Petoseed was established in 1950 and was combined with the
Asgrow seed business in 1995 for $133.5 million. Petoseed has built its
reputation through pioneering work in hybrid tomato development, but expanded
its presence in the industry through its full-line of market-driven, innovative
products. This brand has strengths in many areas, including hot peppers, onions
and lettuce. Seminis believes that, worldwide, growers currently plant more
Petoseed hybrid jalapeno peppers than all other hybrid jalapeno brands combined.
Petoseed is known for consistently introducing new hybrids with multiple disease
resistance enhanced traits and increased field productivity.
Royal Sluis -- Royal Sluis was established in 1827 and was acquired by
Seminis in 1995 along with Petoseed. The acquisition of Royal Sluis, one of
Europe's largest vegetable seed companies, expanded Seminis' European presence.
Royal Sluis focuses on high-quality, cool season crops such as broccoli,
cabbage, carrots, cauliflower, leeks, lettuce and spinach. In addition to its
strong reputation for service and quality, Royal Sluis pioneered new seed
technology to improve seed quality and germination.
REGIONAL OR SPECIALTY BRANDS
In addition to its full-line brands, Seminis markets seeds through regional
or specialty brands, which are targeted to respond to the needs of local
markets. These needs are driven by dietary preferences, desire for local
products, specialized farm growing practices and local environmental and
climatic conditions.
Bruinsma -- Bruinsma was established in 1934 and was acquired by Seminis in
December 1994 along with Asgrow. Bruinsma's reputation was built on its
high-quality, protected crop varieties. Protected farming is a practice in which
crops are grown from high-value seed in greenhouses or plastic tunnels. This
practice continues to expand worldwide and is particularly reflected in European
markets, where protected farming is an effective means of meeting consumer
demand for vegetables and fruits with premium appearance. Bruinsma focuses on
the development and marketing of cucumber, pepper and tomato varieties under
protected conditions.
California -- California was established in 1972 by Petoseed. California is
best known for seeds bred to meet the consumer preferences and farming practices
of the Middle East. The California brand concentrates on cucumber, melon, squash
and tomato. California brand is also positioned to serve price sensitive
segments, mostly in developing countries.
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Choong Ang -- Choong Ang was established in 1946 and was acquired by
Seminis in 1998 for $20.5 million. Choong Ang is one of the top vegetable and
fruit seed brands in South Korea. This brand has market strength in Chinese
cabbage, hot peppers, oriental melon, radish and watermelon.
Genecorp -- Genecorp was established in 1982 and was acquired along with
Asgrow in December 1994. Genecorp is a lettuce seed specialist with a
significant market share in the western United States.
Horticeres -- Horticeres, as a brand of the Agroceres vegetable seed
business, was acquired by Seminis in November 1998 for $19.7 million. Horticeres
is a leading brand in Brazil where it is known for beans, lettuce, okra, tomato
and tropical cauliflower.
Hungnong -- Hungnong was established in 1936 and 70% of the company was
acquired by Seminis in 1998 for $120.6 million. The remaining 30% was purchased
in fiscal year 1999 for $54.8 million. Hungnong is the leading vegetable seed
brand in South Korea. Hungnong is known for its strength in broccoli, cabbage,
Chinese cabbage, hot peppers and oriental radishes. Twenty-five percent of
Hungnong's sales occur outside of South Korea, with five percent outside Asia,
primarily in the United States.
SALES AND MARKETING
Seminis' product sales are widely diversified geographically, with Europe
representing the largest percentage of total sales outside of North America. The
table below illustrates the breadth of Seminis' products and sales for each
geographic region.
FISCAL YEAR 2000 NET SEED SALES BY REGION
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FISCAL YEAR 2000 AS A PERCENTAGE
GEOGRAPHIC REGION NET SEED SALES OF TOTAL NET SEED SALES
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(IN MILLIONS)
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North America............................ $152.2 35.8%
Southern Europe.......................... 84.1 19.8
Northern & East Europe................... 42.3 10.0
Middle East/North Africa................. 34.6 8.1
South America............................ 36.4 8.6
Asia/Rest of World....................... 75.1 17.7
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$424.7 100.0
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Seminis reinforces its brands' market positions through strategic planning,
pricing and communications. Seminis believes that, with its strong brands, it
has an advantage in the marketplace when introducing new products. The
reputation, reliability and trust associated with its brands can lend
credibility to new product claims.
Over the last year, Seminis has reviewed its regional brand strategy in
order to leverage on brand recognition and reputation, while optimizing its
infrastructure in sales teams and breeding programs. By doing so, Seminis
continues to provide new products in a way that will support brand identity and
positioning.
Seminis sells its brands worldwide by using a multi-level distribution
strategy involving direct sales, dealers, distributors and importers. Largely
driven by local market needs, Seminis' distribution strategy for each geographic
region is designed to maximize the market penetration of its brands. As a result
of the new strategic plan implemented last November, Seminis' brands in North
America are being sold through a unified sales force and distributed primarily
through a dealer network throughout most of North America, while in the South
East US, as well as to specialty customers, sales are primarily directed to the
grower/
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shipper. In Europe, Royal Sluis, Petoseed and Asgrow are typically sold through
dealers and sales agents. In the Middle East, Petoseed is Seminis' top brand and
is sold through distributors.
While an important proportion of its sales are direct to growers, Seminis
also fosters close relationships with dealers and distributors. Where there is a
market need, Seminis uses these dealers as an outside direct sales force.
Dealers extend the Seminis brands' ability to reach growers in areas where there
are geographic or other limitations to direct sales efforts. Seminis is highly
selective in the dealers and distributors chosen to represent its brands.
Dealers are selected based on shared vision, technical expertise, local market
knowledge and financial stability. In addition, Seminis builds
dealer/distributor loyalty through an emphasis on service, access to breeders,
joint trials, ongoing training and extensive promotional material support.
ACQUISITIONS
All of the sectors of the agricultural industry have experienced
significant consolidation during the past several years. Consolidation at the
upstream end of the production chain -- among chemical, seed and biotechnology
companies -- has been driven primarily by developments in agricultural
technology and the need to secure access to the best available seed germplasm.
In agronomic crops such as corn, cotton, soybeans, wheat and rice, the
consolidation has been led by major agrochemical/biotechnology companies such as
Monsanto, Dow, DuPont and Aventis, (formerly AgrEvo). These companies have
invested in the seed industry to access delivery systems for their biotechnology
products. Access to the best available germplasm has become a key competitive
priority in the industry. In vegetable and fruit crops, access to germplasm is
an equally important competitive issue. The company with access to the best
available germplasm will have the strongest position in the delivery system for
future generations of biotechnology products.
Seminis has been at the forefront of the consolidation of the vegetable and
fruit seed industry and has completed nine acquisitions to date. Seminis has
historically used acquisitions as a cost-efficient means of adding developed and
proven products to its portfolio, gaining access to or ownership of key
technology, patents and germplasm collections and entering new and established
markets. The transactions completed in recent years exemplify this point.
Similarly in 1998, the acquisition of two South Korea-based companies, Hungnong
and Choong Ang, strongly enhanced Seminis' line of products in the Asian market
and provided products to meet the growing worldwide demand for Asian vegetables
and fruits. Also in 1998, Seminis' purchase of 90% of the equity of Nath Sluis
significantly increased Seminis' presence in India. Finally, in November 1998,
the acquisition of the Agroceres vegetable seed business strengthened Seminis'
presence and product lines in Brazil, a region that requires special varieties
developed for tropical and subtropical climates.
NEW PRODUCT DEVELOPMENT
Seminis relies heavily on plant breeding supplemented with molecular and
cellular technology to create continuous new product innovations. Seminis
focuses its internal product development activities on products that are likely
to have practical market applications, create significant market value, command
premium pricing and capture leading local market share.
Seminis currently owns or has pending over 200 patents in such areas as
virus resistance, product quality, breeding technology, gene expression, cell
selection and resistance genes. A total of 22 patents were issued in FY2000. In
addition, Seminis has protected more than 361 varieties under plant variety
protection laws and has applications pending on an additional 193 varieties.
PRODUCT DEVELOPMENT STRATEGY
Seminis' new product development efforts utilize plant breeding,
proprietary technology, biotechnology, plant-to-plant genomics and plant
pathology to introduce innovative products to the marketplace in an efficient
and cost-effective manner. Seminis augments its internal product development
efforts through technological alliances with leading companies, research
institutions and universities. Seminis believes that its
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internal research and development capability and access to innovative
technology, coupled with its extensive germplasm resources, position it to best
meet the changing demands and preferences of growers and end-consumers and
increase its market share and global reach.
PRODUCT DEVELOPMENT PLATFORM
Seminis conducts research and development activities in 63 locations
throughout the world, including 19 in North America, 14 in Europe, 2 in the
Middle East, 4 in South America and 24 in Asia. By diversifying its research and
development geographically, Seminis is able to take advantage of local breeding
resources and many different microclimates. It is also better able to tailor its
products to local tastes and preferences.
Each region of the world has unique requirements for the production of
vegetables and fruits. These requirements are driven by local environmental
conditions such as temperature or rainfall as well as local consumer preference
such as very sweet pink tomatoes in Japan or more acidic red tomatoes in Italy.
Seminis maintains an internally developed, proprietary database that contains
information on local production and local consumer needs. Seminis has compiled
the information in this database to enable its plant breeders and marketing and
sales personnel to more effectively design new products to meet the needs of
local markets.
Seminis believes it has the largest research and development staff in the
vegetable and fruit seed industry, with over 765 full-time people employed in
research and development functions, including over 136 professionals with Ph.D.
or M.S. degrees, including 100 plant breeders, 19 biotechnologists and 14
pathologists. Seminis' plant breeding staff is structured by groups of related
crops, (families). Within each family, breeding is further structured by species
to enhance product development efficiencies and adequately respond to changing
consumer demands and preferences. All plant breeders have access to technology
developed from Seminis' biotechnology, biochemistry and pathology laboratories.
Seminis fosters competition among its brands and breeders to ensure that new
product development is achieved in an aggressive timeframe.
GERMPLASM
Seminis owns what it believes is the largest vegetable and fruit germplasm
bank in the world. Seminis' germplasm bank is its key strategic asset.
Germplasm, Seminis' bank of genetic information, is contained in millions of
seeds. These seeds capture the characteristics of vegetables and fruits grown
for Seminis' customers in different regions of the world, including input
traits, such as resistance to pests and adverse weather conditions, and output
traits, such as crop yield, color, texture, flavor and ready-to-eat convenience.
This extensive germplasm resource is extremely difficult to replicate, having
been developed through more than 100 years of intense research and development
effort.
The merger of the Petoseed, Asgrow and Royal Sluis germplasm, plus the
additions of germplasm from Bruinsma, Seneca, Hungnong, Choong Ang, Nath Sluis
and the Agroceres vegetable seed businesses, has created a very diverse
germplasm resource. The strength of Seminis' germplasm is its extensive
diversity of materials available and the genetic characteristics contained in
this germplasm. Seminis' breeders utilize its germplasm, as well as its
proprietary technologies, to develop innovative products suitable to the needs
of different markets and conditions. Seminis' extensive germplasm base is the
basis for continued development of innovative products and future growth.
TECHNOLOGY
Seminis' product development technology positions it as one of the leaders
in agricultural innovation. The time and capital required for the development of
new products represent the most formidable barrier to entry in the vegetable and
fruit seed industry. On average, it takes five to twelve years for a proprietary
variety to reach commercial viability. Seminis works to minimize failure in the
market by focusing on identifiable market needs and opportunities, while
reducing time-to-market and development costs. Seminis employs biotechnology,
biochemistry, tissue culture, dihaploids, cytoplasmic male sterility and
molecular markers to enhance its plant breeding programs and improve the
efficiency of its new product development efforts.
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Breeding -- Seminis maintains significant breeding programs for 28 major
vegetable and fruit species that yield over 300 different varieties each year.
No other company has the scope of product development in vegetable and fruit
crops. Seminis' breeding strategy is to create vegetable and fruit hybrids and
varieties with combinations of traits that are superior to principal competitor
hybrids and varieties and that meet or anticipate the changing demands of the
market. These improved traits include varieties that are economical to produce,
have high field and marketable yields, possess superior disease resistance,
environmental tolerance and nutritional content and have long shelf lives,
superior processing characteristics and consumer benefits such as improved
taste, appearance and nutrition and ready-to-eat convenience.
Plant and Genetic Technology -- Through the use of its proprietary
processes, Seminis enhances the efficiency of its breeding programs by enabling
its breeders to identify and incorporate important plant traits into breeding
lines, while significantly reducing the lead-time necessary to introduce
commercially viable products. These proprietary processes include the use of
tissue culture, dihaploid breeding, cytoplasmic male sterility, molecular
markers, genomics and biotechnology.
Plant Pathology -- Vegetables and fruits are susceptible to diseases that
can affect yield as well as quality of the final product. In order for Seminis'
plant breeders to develop vegetable and fruit varieties resistant to diseases,
Seminis believes it has established the largest plant pathology group in the
industry to identify and understand diseases important in vegetables and fruits.
With 14 scientists in a network of laboratories throughout the world, Seminis is
currently working on more than 100 different diseases, targeting those that have
the greatest impact on commercial vegetable and fruit production.
As a result of these efforts, Seminis leads the industry by providing the
widest range of disease resistant hybrids that require reduced or no chemical
applications while enhancing growers' yield potential. Its plant pathology
resources also enable Seminis to maintain rigorous quality control standards.
All seed-lots are screened for a wide variety of diseases that could be carried
on the seed. Lots that may be contaminated are treated to destroy the disease
organisms or are destroyed.
STRATEGIC RELATIONSHIPS
Seminis actively seeks access to technology applicable to vegetables and
fruits from companies, research institutions and leading universities. Either
directly or through Savia, Seminis has over 100 technology agreements providing
it access to germplasm, genes, technology, patents and proprietary knowledge.
Seminis' major strategic relationships include technology agreements with
Monsanto, the John Innes Center, Bionova Holding Corporation, an affiliate of
Savia, and Mendel Biotechnology, Inc. As a result of its broad technology
alliances, Seminis has relative freedom to operate in the vegetable and fruit
seed market.
Monsanto Technology Collaboration Agreement. Monsanto is a worldwide
manufacturer and seller of a diversified line of agricultural products,
nutrition and consumer products and pharmaceuticals, with leading agricultural
biotechnology. Monsanto has made significant investments in the development of
technologies useful in the identification, transfer and expression of genes in
plants. Monsanto and Savia executed a worldwide, non-exclusive agreement in
January 1997 which provides Seminis access to Monsanto biotechnology applied to
vegetables and fruits. Seminis gains early insight into new technologies being
developed by Monsanto for agronomic crops that can also improve the input and
quality characteristics of vegetables and fruits.
Through the agreement, Seminis has access to numerous Monsanto patents and
pending patents covering the use of selectable markers, a range of promoters
which control gene expression and the agrobacterium transformation system, a
common means of transferring genes into plants. It also has access to a range of
valuable traits such as Roundup Ready(R) weed control, Bt insect resistance and
genes for disease control and quality traits. By partnering with Seminis,
Monsanto is able to leverage its research and development investment across the
broadest spectrum of crops.
John Innes Center Technology Agreement. The John Innes Center and Sainsbury
Laboratory are premier agricultural research institutions located in Norwich,
England. John Innes has built a substantial technology position for traits
involved in improving plant yield, quality and growth characteristics of
vegetable
8
<PAGE> 11
crops. On December 1, 1997, John Innes and Savia entered a five-year agreement
which provides Savia and its affiliates with access to significant plant disease
control technology that will improve its capability to develop broad fungal
disease resistance and enhanced nutritional and health benefits from vegetables.
Bionova Holding Corporation Research Agreement. Bionova, an affiliate of
Savia, is a biotechnology company focused on developing novel genes for seed and
vegetatively propagated plants like strawberries, bananas and grapes. Under the
research agreement between Bionova and Seminis, Seminis funds research at
Bionova for specific vegetable and fruit crop projects, principally in early
stage molecular biology research related to the introduction of Monsanto genes
into vegetables and fruits. The agreement also provides access to other genes
and technologies including transwitch technology, pea and pepper transformation
and agrobacterium transformation. The results of this funded research are the
exclusive property of Seminis. Under the terms of the agreement, Seminis pays
royalties on all products that are commercialized using Bionova technology.
Mendel Biotechnology Equity Participation and Research Agreement. Mendel
Biotechnology studies the structure and function of genes using a mustard plant
species, Arabidopsis thaliana. This plant is particularly well suited for basic
discovery research due to its small size and simple genetic structure. Seminis
has a license agreement with Mendel Biotechnology to access genes for the
improvement of plant growth and development. In conjunction with Savia's equity
stake in Mendel Biotechnology, Savia and Mendel Biotechnology have a technology
agreement which provides Seminis access to genes and technology developed by
Mendel Biotechnology's genomics effort in vegetables and fruits.
Other Technology Agreements and Collaborations. Seminis actively develops
collaborations and acquires technologies from private corporations, research
institutions and leading universities. Seminis believes that its investment in
technology agreements and collaborations reduces the cost and risk normally
associated with new product development, as Seminis utilizes collaborators for
most of its basic research. Seminis typically shares the value created as a
result of its agreements and collaborations with its partners once a product
reaches commercialization.
PRODUCTION AND OPERATIONS
Seminis typically contracts with seed growers to produce its seeds. It also
produces seed on company-owned farms. Seminis provides the producer with male
and female "parent" lines, which are multiplied into commercial quantities of
hybrid seed. The producer returns the hybrid seed to one of Seminis' production
facilities for cleaning, quality control, packaging and climate controlled
storage, prior to sale to the customer.
Seminis' seeds are produced both domestically and internationally in over
30 countries in the Northern and Southern Hemispheres to mitigate growing risks
associated with weather or disease in any one region. In the United States,
Seminis produces seed in Arizona, California, Idaho, Oregon and Washington
through contract production with high-quality, dependable growers. Seeds are
produced internationally through subsidiaries in Argentina, Canada, Chile,
France, Guatemala, Hungary, Italy, Mexico, New Zealand, Peru, South Africa,
South Korea, Thailand and The Netherlands, and through exclusive agents using
proprietary Seminis technology in Australia, China, Czech Republic, Denmark,
Ecuador, Germany, India, Israel, Italy, Japan, Latvia, New Zealand, Romania,
Slovakia, South Africa, Taiwan, Tanzania, Turkey and Vietnam.
By geographically diversifying its production facilities, Seminis can
schedule its planting on a year-round basis, maximize yield, reduce inventory
requirements and ensure adequate supplies. In addition, Seminis manages the
availability of quality products throughout the world by maintaining production
capabilities for each variety in two locations in each hemisphere. For example,
a new variety with strong, unanticipated demand in the Northern Hemisphere can
be supplied by using additional production from the Southern Hemisphere.
Seminis controls contract production, globally, by providing on-site
management and technical personnel to oversee the production process. Seminis
supplies producers with stock seed, specialized hybridizing techniques and
specialized sowing and harvesting equipment to ensure product quality.
Production is split among numerous species, ranging from hand-labor intensive
hybrid crops such as peppers and tomatoes, to machine planted and harvested seed
crops such as peas, beans and corn. Product quantities are determined by
9
<PAGE> 12
long-term sales forecast, product safety stock in inventory and the production
history for the region and product.
Seminis has its main processing facilities in California, Chile, Idaho and
The Netherlands, and auxiliary processing centers in New Zealand, Hungary, and
South Korea. The location of seed processing centers is intended to facilitate
the flow of seed from production areas to major markets. Seminis' planning
department utilizes a specially designed logistics system, which integrates the
planning functions in production, operations and sales. The implementation of
this system has provided real time information about inventory from crop in
ground to finished and available inventory for sales over a four-year time
horizon. Using better information systems and efficient capacity utilization,
Seminis expects to complete the consolidation and rationalization of its
operations over the next year.
INCOTEC
Incotec Inc., a subsidiary of Seminis, with a worldwide presence through
Incotec, Inc., Salinas, CA, USA, Incotec International, BV, Enkhuizen, The
Netherlands, Incotec Japan Co., Ltd., Niiza-Shi, Japan and Incotec America do
Sul Ltda, Holambra, Brazil, provides sophisticated seed enhancement technology
to the seed industry. Incotec offers products for precise sowing, improved seed
emergences and germination. Incotec enhances seed performance by applying
fungicides or other chemicals and protective coatings to protect against disease
or improve a seed's germination behavior. In addition, Incotec upgrades the
quality of seed by removing poor quality seed and by disinfecting and removing
seed borne pathogens from seed. Incotec also pelletizes seed to make it uniform
and, therefore, more suitable for precision sowing equipment. This technology
helps growers worldwide increase their productivity and profits by allowing them
to obtain better crop uniformity, even under inconsistent climate and field
conditions.
Incotec pioneered seed priming -- a technology that accelerates
germination -- nearly 30 years ago. Today, Incotec offers diversified technology
to serve the seed industry in vegetable, flower, tobacco and agronomic crops.
Incotec expects to achieve future growth through investment in new seed
enhancement technology and product development, a stronger presence in the
agronomic seed enhancement market and the pursuit of strategic alliances with
outside technology suppliers and the agricultural chemical industry.
QUALITY ASSURANCE
The mission of the Quality Assurance program is to assure that Seminis'
products and services perform at a level of excellence that meet or exceed the
expectations of the Company's internal and external customers. Quality Assurance
oversees an extensive program that is designed to build quality into the seed,
beginning at the breeder level, continuing through production, processing and
sale of the commercial seed. The Product Quality Evaluation group conducts
extensive fieldwork in molecular purity, hybridity and identity analysis,
germination and physical purity evaluations and testing the general health of
the seed. The Product Quality Improvement group works closely with Operations,
Production, Inventory Management and Customer Service to build in the quality of
the seed from the very beginning. This includes inspecting the seed crops in the
field, monitoring seed conditioning and treatment processes, and ensuring the
proper allocation of seed. The program also interfaces with the customers to
ensure their satisfaction with our products and services. The Product Quality
Evaluation and Product Quality Improvement groups work in conjunction to create
a strong Quality Assurance program that accomplishes its mission to benefit
Seminis and its customers.
COMPETITION
Seminis faces substantial competition from technological advances by
competitors such as other seed companies, chemical and pharmaceutical companies
and biotechnology companies, many of which have substantially greater resources
than Seminis. To remain competitive, Seminis expends substantial resources for
research and development and strives to maintain technological alliances.
Seminis also competes on the basis of pricing and financial terms.
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<PAGE> 13
INTELLECTUAL PROPERTY
Seminis uses a wide array of technological and proprietary processes to
enhance its germplasm and product development programs. These technologies and
proprietary processes enable Seminis to create novel product concepts and reduce
the time to market by, in many cases, two to five years. Seminis files for
patents on technology that is patentable, although it does not file for patents
on all potentially patentable technologies. Seminis currently owns or has
pending patents in such areas as virus resistance, product quality, breeding
technology, gene expression, cell selection and resistance genes, including 83
issued or allowed patents in Australia, Austria, Belgium, Canada, Denmark,
France, Germany, Great Britain, Italy, Luxembourg, Spain, Sweden, Switzerland,
The Netherlands and the United States. Seminis currently has 133 patent
applications filed, or pending, in Argentina, Australia, Brazil, Canada, Chile,
China, the Czech Republic, the European Union, Hungary, India, Indonesia,
Israel, Japan, Macedonia, Mexico, New Zealand, Norway, Poland, Romania, Russia,
South Korea, Saudi Arabia, Spain, Thailand, Turkey, Ukraine and the United
States.
Intellectual property rights protect Seminis products and technologies from
use by competitors and others. Intellectual property rights of importance for
Seminis include utility patents, registrations under plant variety protection
laws and trade secrets. Intellectual property rights focus on open-pollinated
varieties, parental lines, traits and gene technologies related to hybrid
varieties, novel traits, novel breeding technologies, molecular markers and
disease resistance.
In many countries, including the United States, most of the European Union
and Japan, plant varieties can be protected under laws which grant rights to
plant breeders to protect their seeds, including the right to prevent third
parties from importing or exporting, storing, processing, reproducing or selling
protected varieties within the territory of protection. Seminis has protected
361 plant varieties under plant variety protection certificates or plant variety
right certificates in the United States, the European Union, Kenya and Israel.
Seminis has filed another 165 applications for plant variety protection in the
United States and the European Union.
Seminis intends to continue developing comprehensive intellectual property
and protection through utility patents, including key varieties and parent
lines. Seminis will also aggressively expand protection of its varieties and
parent lines through plant variety rights. Proprietary technologies not
protected under these mechanisms are protected under trade secret laws.
REGULATION
The developing, testing and commercialization of seed products are subject
to legislation and regulation in various countries. These regulations may govern
genetic exclusivity, environmental concerns, product viability, performance and
labeling. While regulation adds a cost of doing business to the industry, it
also provides protection for research and development investment in new
products, thereby encouraging continued new product development.
REGISTRATION PROCESS
Variety registration varies from country to country, but generally each
variety must be phenotypically unique. That is, the size, color, maturity and
quality must be verifiably different from the varieties that already exist in
the market. Once a variety is registered it cannot be changed. In the United
States, the registration process is voluntary and determination that a variety
is unique is left to the breeder. In Europe, the registration process is
regulated and determination of uniqueness is made in official trials.
PHYTOSANITARY CERTIFICATION
The purpose of phytosanitary requirements is to prevent the spread of plant
diseases that can be carried on seed or other plant tissue. Each seed-producing
country has agricultural inspectors that check the seed crops for the presence
of specified diseases. After these crops are harvested, laboratory tests are
also conducted to ensure that the seed is clean. Having passed the inspection
and lab tests, the department or ministry of agriculture of the producing
country issues a phytosanitary certificate stating that the seed is free of
specified diseases. Importing countries then allow the seed to cross their
borders on the basis of these certificates.
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<PAGE> 14
LABELING OF GENETICALLY ENGINEERED PRODUCTS
There are no worldwide, accepted regulations for genetically engineered
products. Consequently, Seminis is required to seek and obtain regulatory
approvals in each country where seeds will be sold and where the harvested
produce will be exported. In the European Union and Switzerland, labeling of
genetically engineered products is mandatory, whereas in other countries, such
as Canada and the United States, labeling is required only if there is a
compositional change or a health risk associated with the product. Japan,
Australia and New Zealand are considering labeling requirements. Other regions
where Seminis sells products either have labeling requirements similar to the
United States or have no labeling requirements. Seminis will comply with the
labeling requirements of each country in which it conducts business.
ENVIRONMENTAL REGULATION
Seminis' business is not sensitive to, or highly regulated by,
environmental laws. Seminis uses various equipment which is subject to federal,
state and local clean air and water regulations. Also, Seminis' research and
quality assurance divisions conduct various agricultural growing operations
utilizing chemicals routinely used in any farming operation. Seminis' foreign
operations are also subject to laws of foreign jurisdictions as to environmental
matters. Seminis believes it is in full compliance with these laws.
In its operations, Seminis uses very limited amounts of materials or
matters which have been categorized as "hazardous substances." Seminis believes
that its use has always been in full compliance with all applicable laws, rules
and regulations.
Seminis has no knowledge of any current, pending or threatened citation or
complaint, civil or criminal, relating to any alleged violation of any law, rule
or regulation relating to any environmental matter.
EMPLOYEES
As of September 30, 2000, Seminis had approximately 3,800 employees.
Seminis believes it has good relations with its employees.
ITEM 2. PROPERTIES
In fiscal year 2000, Seminis relocated to its new worldwide headquarters
and processing facility located in Oxnard, California, USA. This facility is
equipped with some of the highest quality state of the art seed processing
equipment and has been specifically designed with optimum storage conditions for
vegetable seed, to further ensure high quality seed inventory. Within the
production process, Seminis directly controls significant, open-field production
capacity in Chile, Mexico and Peru on land predominantly owned by Seminis.
Seminis' main greenhouse production facilities are located in Mexico, on sites
owned by Seminis, and in Chile, The Netherlands and France, on sites owned by
Seminis, but contracted out to third parties who grow seeds exclusively for
Seminis.
Seminis maintains several facilities throughout the world, equipped to
handle seed harvesting, cleaning, sizing, treating, testing and packaging. In
addition to Seminis' Worldwide Headquarters, the company owns and operates
production and processing facilities in Idaho, Washington, Chile, France, New
Zealand, South Africa, South Korea, Thailand, The Netherlands, Brazil, Italy,
India and Hungary.
Seminis conducts its research primarily at 6 company-owned research centers
in France, Italy, South Korea, The Netherlands and the United States. Seminis
owns 44 and leases 19 additional research facilities.
ITEM 3. LEGAL PROCEEDINGS
Seminis is involved from time to time as a defendant in various lawsuits
arising in the normal course of business. Seminis believes that no current
claims, individually or in the aggregate, will have a material adverse effect on
Seminis' business, results of operations or financial condition.
In November 1998, Seminis received notice from Monsanto of a complaint
filed by Pioneer Hi-Bred International, Inc. in the United States District Court
for the Southern District of Iowa against Asgrow Seed
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<PAGE> 15
Company LLC. The complaint alleges violations of the Lanham Act,
misappropriation of trade secrets and other common law causes of action.
Monsanto claimed that indemnities provided by Seminis to Monsanto in connection
with Seminis' sale of the Asgrow agronomics business to Monsanto covered the
claims in Pioneer's complaint. Also in November 1998, Seminis provided notice to
Pharmacia & Upjohn that in connection with Seminis' acquisition of the Asgrow
Seed Company and the subsequent sale of the Asgrow agronomics business Upjohn
agreed to indemnify Seminis and Monsanto in connection with the matters asserted
in Pioneer's complaint. On October 18, 1999, Pharmacia & Upjohn, Monsanto Global
Seed Group and Monsanto Company were added as defendants in the Pioneer/Asgrow
litigation. In early November 1999, Asgrow, UpJohn and Monsanto each answered
Pioneer's amended complaint. Seminis still does not believe that it has any
material exposure in connection with this litigation.
As part of the formation of LSL PlantScience, LSL Biotechnologies
contributed certain agreements between LSL Biotechnologies and a third party.
These agreements contain provisions that permanently restrict the third party
from engaging in the development or marketing of open field tomato seeds having
long-shelf-life characteristics in certain areas in the world, including North
America. The Antitrust Division of the United States Department of Justice has
filed suit against LSL PlantScience, LSL Biotechnologies and Seminis to delete
these restrictive provisions. Seminis continues to believe that there will not
be a material impact upon its business if the Department of Justice is
successful in deleting the restrictive provisions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to shareholders during the last quarter of the
year covered by this report.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table shows our current executive officers and their areas of
responsibility. Biographies are included after the table.
<TABLE>
<CAPTION>
NAME AGE TITLE
---- --- -----
<S> <C> <C>
Alfonso Romo Garza................... 50 Director, Chairman of the Board and Chief Executive
Officer
Eugenio Najera Solorzano............. 53 Director, President and Chief Operating Officer
Oscar Javier Velasco Martines........ 46 Senior Vice President -- Strategic Services
Dr. Charles Edward Green............. 57 Senior Vice President -- Research and Development
Jordi Majo........................... 49 Vice President -- Europe, Middle East, and North
Africa, Sales
Henk van Wielink..................... 49 Senior Vice President -- Worldwide Operations,
Logistics and Production
Gaspar Alvarez....................... 45 Vice President -- Worldwide Corporate Comptroller
</TABLE>
Alfonso Romo Garza has been the Chairman of the Board of Seminis since
October 1995 and Chief Executive Officer of Seminis since January 1, 2000. Mr.
Romo has been Chief Executive Officer of Pulsar Internacional, S.A. de C.V., an
affiliate of Savia, since 1984. Mr. Romo has also been the Chairman of the Board
and Chief Executive Officer of Savia since 1988, the Chairman of the Board and
Chief Executive Officer of Seguros Comercial America, S.A. de C.V., a majority
owned subsidiary of Savia, since 1989 and the Chairman of the Board of Empaques
Ponderosa, S.A. de C.V., a majority owned subsidiary of Savia, since 1995. Mr.
Romo is also a director of Cementos Mexicanos, S.A. de C.V.
Eugenio Najera Solorzano has been a Director of Seminis since May 1998. Mr.
Najera has been President & Chief Operating Officer of Seminis since August
2000. Since August 1997, Mr. Najera has been in charge of new business
development at Savia. From November 1992 to September 1997, Mr. Najera was the
Chief Operating Officer of Cigarrera La Moderna, S.A. de C.V. Mr. Najera is a
director of Savia, Bionova, Seguros Comercial America, S.A. de C.V., and
Empaques Ponderosa, S.A. de C.V.
Oscar Javier Velasco Martines has been Senior Vice President Strategic
Services since October 2000. Mr. Velasco has been with Seminis since April 1999
as Vice President, Non-Core Business Activities Worldwide, in which capacity he
has assisted in the restructuring of the business model of the company, as
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<PAGE> 16
well as providing direction to several strategic subsidiaries outside the core
activities. Prior to joining Seminis, Mr. Velasco served as Vice President of
Trade Marketing and Distribution of Cigarrera La Moderna, S.A. de C.V., a Savia
subsidiary. Previously, he served in General Management capacities of several
other Pulsar business units.
Dr. Charles Edward Green has been Senior Vice President of Research and
Development since November 1999. A veteran of the seed industry, Dr. Green has
directed new technology development at Seminis since 1996, and for the Petoseed
company, now a Seminis brand, since 1989.
Jordi Majo has been Vice President of Europe, Middle East and North Africa,
Sales of Seminis since October 1998. Mr. Majo served as Vice President and
General Manager, Southern Europe, Middle East and North Africa from 1981 to
1998, General Manager of Petosluis Iberica from 1995 to 1996 and General Manager
of Petoseed Iberica from 1981 to 1995, all of which were acquired as part of
Seminis' merger into Geo. J. Ball, Inc. in October 1995. Mr. Majo will be
leaving the Company within the next six months. Dr. Bruno Ferrari is assuming
the role of Executive/Senior Vice President of Europe, Middle East and North
Africa.
Henk van Wielink has been Vice President of Worldwide Operations, Logistics
and Production as well as Senior Vice President and General Manager of
Operations for Seminis since September 1999. Mr. van Wielink has been Vice
President of Worldwide Operations and Logistics and General Manager of Seminis
Vegetable Seeds Holland since September 1998.
Gaspar Alvarez has been Vice President and Worldwide Corporate Comptroller
since December 2000 and was Worldwide Finance Director of Seminis since January
2000. Prior to joining Seminis, Mr. Alvarez served as a Director of the
Controlling and Financial Planning areas of Savia, S.A. de C.V.
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<PAGE> 17
PART II
ITEM 5. MARKET PRICE OF THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
MARKET INFORMATION FOR COMMON STOCK
Seminis' Class A Common Stock began trading on the NASDAQ National Market
System on June 30, 1999 and the initial public offering of Seminis' Class A
Common Stock was completed on July 5, 1999. Seminis shares of Class A Common
Stock are traded under the symbol SMNS. The following table sets forth, for the
quarters ended September 30, 1999, December 31, 1999, March 31, 2000, June 30,
2000 and September 30, 2000, the high and low prices as reported by the NASDAQ
National Market System:
<TABLE>
<CAPTION>
QUARTER HIGH LOW
------- -------- -------
<S> <C> <C>
June 30, 1999 through September 30, 1999................ $15.3125 $7.2500
October 1, 1999 through December 31, 1999............... 9.6250 5.0000
January 1, 2000 through March 31, 2000.................. 7.1875 4.1562
April 1, 2000 through June 30, 2000..................... 6.4375 2.5000
July 1, 2000 through September 30, 2000................. 4.0000 1.0000
</TABLE>
The closing price quoted on the NASDAQ National Market System on September
29, 2000 was $1.250 per share. As of December 19, 2000, there were 13,975,764
shares of Class A Common Stock outstanding with 39 owners of record.
Seminis also has 45,848,622 shares of its Class B Common Stock outstanding
with 17 owners of record. The Class B Common Stock is not traded on an exchange
or in an over-the-counter market.
RECENT SALES OF UNREGISTERED SECURITIES
The following provides information as to Seminis' securities sold by the
Company during fiscal year 2000 which were not registered under the Securities
Act of 1933.
In April, May and June 2000, Seminis converted, $22.0 million, $14.0
million and $6.0 million, respectively, of intercompany advances from Savia into
2,200 shares, 1,400 shares and 600 shares of Class C Preferred Stock. In August
and September 2000, Savia made additional equity investments of $10.0 million
and $14.0 million, respectively, in exchange for 1,000 shares and 1,400 shares
of Class C Preferred Stock. The issuance of such shares was effected in reliance
on the exemption from registration under Section 4(2) of the Securities Act.
Through September 30, 2000 an additional 662.4 shares of Class C Preferred Stock
have been issued as dividends.
DIVIDENDS
Seminis has never paid cash dividends on its common stock. Seminis will
retain all future earnings for use in its business, and, in addition, under
Seminis' July 1999 credit agreement with Harris Trust and Savings Bank, Bank of
Montreal and other lenders, Seminis is prohibited from paying cash dividends.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements, including
the notes thereto, included herein.
In fiscal year 2000, gross profit includes approximately $54.0 million of
non-cash charges for inventory write-downs. The loss from operations also
includes approximately $19.0 million of charges associated with the Company's
Global Restructuring and Optimization Plan and a $6.4 million impairment
write-down related to the Company's investment in LSL Plantscience.
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<PAGE> 18
Income (loss) from continuing operations before extraordinary items
available for common stockholders in fiscal year 1998 reflects the optional
repurchase by Seminis of a portion of its mandatorily redeemable common stock at
an amount in excess of the redemption value. Seminis is required to deduct this
difference, which totaled $134.3 million, from income (loss) from continuing
operations before extraordinary items for purposes of determining income (loss)
from continuing operations before extraordinary items available for common
stockholders and related per share amounts.
The loss from operations in fiscal year 1996 includes the write-off of
acquired research in process of $36.7 million in connection with the Petoseed
acquisition. Gross profit in fiscal year 1996 includes the effect of the
purchase accounting step-up of the Petoseed and Royal Sluis inventories in
excess of historical value of $60.0 million.
Historical data for income (loss) from continuing operations before
extraordinary items available for common stockholders reflect deductions for
dividends on preferred stock, mandatorily redeemable preferred stock, for
accretion of the redemption value of mandatorily redeemable common stock and, in
fiscal year 1998, for the excess of purchase price over redemption value of the
mandatory redeemable common stock repurchased.
The Company's financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had recurring net cash
outflows from operations and does not anticipate meeting certain financial ratio
covenants of its credit facility during the next fiscal year that raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include adjustments that might result from this
uncertainty. Management believes that despite the liquidity issues presently
facing the Company, it has in place business and financing plans that will be
successfully executed, and will enable the Company to continue operations in the
normal course.
The Company's credit facility includes, among other things, quarterly
financial covenants which, if not met, allow the lenders to accelerate repayment
of all amounts outstanding. The Company was not in compliance with minimum
interest coverage and maximum debt ratio covenants as of September 30, 2000 and
does not expect to be in compliance with such covenants during fiscal year 2001.
The lenders have granted the Company a waiver with respect to these covenants as
of September 30, 2000 that extends through December 31, 2000. The Company is
currently negotiating and expects to receive a signed waiver on December 29,
2000 with respect to these covenants as of September 30, 2000, December 31, 2000
and March 31, 2001 that extends through April 30, 2001, at which time any
defaults will once again arise. As the Company does not anticipate meeting its
quarterly covenants in fiscal year 2001 and expects to be in default once the
waiver expires, outstanding borrowings under the credit facility have been
classified as a current liability as of September 30, 2000.
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<PAGE> 19
ACQUISITIONS AND EFFECTS OF PURCHASE ACCOUNTING
Seminis was formed in 1994 to consolidate various industry-leading
vegetable and fruit seed brands into one consumer-oriented, agrobiotechnology
company. Seminis' core business was created through the acquisition of the
Asgrow seed business from the Upjohn Company in December 1994 and the subsequent
combination of the Asgrow vegetable and fruit seed business with Petoseed and
Royal Sluis businesses in October 1995. In fiscal year 1998, Seminis completed
several acquisitions, including the acquisition of two South Korean companies,
Hungnong Seed Co., Ltd. ("Hungnong") and Choong Ang Seed Co., Ltd. ("Choong
Ang"). In November 1998, Seminis completed the acquisition of the vegetable seed
business of Agroceres, a Brazilian company. As a result of these transactions,
the results of operations and consolidated financial position reflect the
effects of purchase accounting, as more fully described above.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
--------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Net sales........................... $474,445 $530,633 $428,423 $379,544 $381,398
Gross profit........................ 237,340 328,284 265,617 229,437 167,267
Research and development expenses... 58,364 62,421 49,416 41,039 42,300
Selling, general and administrative
expenses.......................... 222,632 192,978 158,588 136,438 134,990
Management fees paid to Savia....... -- -- 8,465 6,200 --
Amortization of intangible assets... 30,454 27,896 14,457 12,394 14,785
Income (loss) from operations....... (74,110) 44,989 34,691 33,366 (61,508)
Income (loss) from continuing
operations before extraordinary
items............................. (80,783) 2,387 6,762 11,325 (56,085)
Income (loss) from continuing
operations before extraordinary
items available for common
stockholders...................... (89,407) (4,097) (133,367) 2,089 (64,418)
Income (loss) from continuing
operations before extraordinary
items available for common
stockholders per common share,
basic and diluted................. $ (1.49) $ (0.10) $ (4.23) $ 0.07 $ (2.15)
Weighted average shares outstanding,
basic and diluted................. 59,824 43,936 31,536 30,000 30,000
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
--------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital..................... $ 24,556 $349,175 $272,097 $200,792 $158,467
Total assets........................ 998,037 993,362 862,189 519,673 632,463
Long-term debt...................... 23,468 315,424 394,446 80,331 234,356
Subordinated debt due Savia......... -- -- 35,857 -- --
Mandatorily redeemable stock
Common............................ -- -- 48,416 122,111 114,875
Preferred......................... 25,000 25,000 25,000 25,000 25,000
Total stockholders' equity.......... 450,880 470,715 160,421 159,681 112,772
</TABLE>
17
<PAGE> 20
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the "Selected Consolidated Financial Data" and consolidated financial
statements, including the notes thereto, appearing elsewhere herein. The
following discussion and analysis contains certain "forward-looking statements"
which are subject to certain risks, uncertainties and contingencies, including,
without limitation, those set forth below, which could cause Seminis' actual
business, results of operations or financial condition to differ materially from
those expressed in, or implied by, such statements.
RISK FACTORS
Readers should be aware that there are various risks factors including, but
not limited to, those set forth below.
- As of September 30, 2000, the Company was not in compliance with debt
covenants associated with minimum interest coverage and maximum debt
ratios under its amended July 1999 credit agreement. The lenders have
granted the Company a waiver with respect to these covenants as of
September 30, 2000 that extends through December 31, 2000. The Company is
currently negotiating and expects to receive a signed waiver on December
29, 2000 with respect to these covenants as of September 30, 2000,
December 31, 2000 and March 31, 2001 that extends through April 30, 2001,
at which time any defaults will once again arise. As the Company does not
anticipate meeting its quarterly covenants in fiscal year 2001 and
expects to be in default once the waiver expires, outstanding borrowings
under the credit facility have been classified as a current liability as
of September 30, 2000.
As part of the pending waiver, the lenders under the Syndicated Credit
Agreement will accelerate the final maturity of the term loan and the
termination date for the revolving credit commitments to June 30, 2002
from June 30, 2004. Additionally, the Company has committed to deliver a
financial plan through September 30, 2002 which includes a proposal for
the recapitalization of the Company (i.e., a plan to retire or refinance
the bank debt by June 30, 2002) by March 31, 2001. To obtain approval of
this plan, the Company must demonstrate its ability to immediately
implement operating initiatives aimed at improving cash flows. These
include reducing existing infrastructure to generate cost savings,
accelerating collection of receivables and lowering of inventories to
reduce working capital. Additionally, the plan must identify alternative
sources of capital to repay the bank debt within the newly defined term
that would include the sale of assets, debt refinancing and additional
equity infusions. Management, however, cannot make any assurances that
these alternative sources of financing will be available to the Company.
Management anticipates renegotiating the current credit facility with more
achievable covenants at the time the plan is approved by the lenders.
Should the plan not be approved and the credit facility is not modified,
the lenders will continue to have the right to accelerate repayment of the
facility, funds that may not be readily available to the Company.
- The Company has been unable to generate cash from operations and is
currently restricted from any additional borrowings under the credit
facility. As of November 2000, Seminis' parent company suspended
advancing funds to the Company.
- A new management team has been in place as of August 2000. The Company's
ability to generate operating profits and cash flows will be dependent on
their successful implementation of the Company's strategic initiatives
including, but not limited to, the Global Restructuring and Optimization
Plan.
- The Company may have the inability to protect its intellectual property
due to the uncertainty of litigation and the ineffectiveness of the laws
in some of the countries that the Company currently has operations, which
could have a material adverse effect on its business.
- A change in United States law protecting plant patents could take away
patent protection for the Company's patented seeds, which could have a
material adverse effect on its business.
18
<PAGE> 21
- Savia owns approximately 67.9% of the Company's outstanding common stock
and controls 80.2% of the vote of its common stock. Accordingly, Savia
controls the Company and has the power to approve all actions requiring
the approval of our stockholders, including the power to elect all of our
directors. Therefore, Savia effectively controls its management.
- The Company's failure to accurately forecast and manage inventory could
result in an unexpected shortfall or surplus of seeds, which could have a
material adverse effect on its business.
- Extreme weather conditions, disease and pests can materially and
adversely affect the quality and quantity of seeds produced. There can be
no assurance that these factors will not affect a substantial portion of
the Company's production in any year and have a material adverse effect
on its business.
- Defective seeds could result in warranty claims and negative publicity
and the insurance covering warranty claims may become unavailable or be
inadequate which could have a material adverse effect on its business.
OVERVIEW
In order to achieve its position as the premier vegetable and fruit seed
company, Seminis has completed nine acquisitions since its formation in 1994 and
has incurred significant expenses related to the development of its
infrastructure, including its human resource capability, information systems and
brand marketing teams, and its research and development capability. Seminis
expenses its investments in research and development and in the creation of its
worldwide sales capability. The comparability of Seminis' results of operations
from year to year has also been affected by the impact of acquisition accounting
under purchase accounting principles, write-offs of in-process research and
development projects acquired through acquisitions, interest expense
attributable to acquisition financings, exposure to foreign currency
fluctuations and charges for management fees paid to Savia.
RESULTS OF OPERATIONS
The table below sets forth Seminis' results of operations data expressed as
a percentage of net sales.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
SEPTEMBER 30,
---------------------------
2000 1999 1998
----- ----- -----
<S> <C> <C> <C>
Net sales................................................... 100.0% 100.0% 100.0%
----- ----- -----
Gross profit................................................ 50.0 61.9 62.0
Research and development expenses........................... 12.3 11.8 11.5
Selling, general and administrative expenses................ 46.9 36.4 37.0
Management fees paid to Savia............................... -- -- 2.0
Amortization of intangible assets........................... 6.4 5.3 3.4
----- ----- -----
Income (loss) from operations............................... (15.6) 8.4 8.1
Interest expense, net....................................... (7.1) (7.9) (6.3)
Other non-operating income, net............................. 0.5 0.3 0.6
----- ----- -----
Income (loss) from continuing operations before income taxes
and extraordinary items................................... (22.2) 0.8 2.4
Income tax benefit (expense)................................ 5.2 (0.5) (0.8)
----- ----- -----
Income (loss) from continuing operations before
extraordinary items....................................... (17.0) 0.3 1.6
----- ----- -----
Income (loss) before extraordinary items.................... (17.0) 0.3 1.6
Extraordinary items, net of income tax...................... -- (1.3) --
----- ----- -----
Net income (loss)........................................... (17.0)% (1.0)% 1.6%
===== ===== =====
</TABLE>
19
<PAGE> 22
YEAR ENDED SEPTEMBER 30, 2000 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1999
NET SALES
Net sales decreased 10.6% to $474.4 million for the year ended September
30, 2000 from $530.6 million for the year ended September 30, 1999. The decrease
was due to weakness in the North American and European vegetable seed markets,
currency fluctuations, and the divestiture of non-core assets in fiscal year
2000. The North American and European markets experienced inventory adjustments
as dealers and distributors lowered their overall carrying levels of inventory.
Additionally, sales decreased in North America due to acreage reductions
stemming from depressed produce prices for fresh market tomatoes, cucumbers, and
melons. European sales were also negatively impacted by approximately $18.9
million due to the effect of the devaluation of the Euro. The sales decreases in
North America and Europe were partially offset by vegetable seed volume and
price increases in the Far East. Sales of watermelon seeds were particularly
strong due to superior product offerings by the Company. Furthermore, the sales
decrease was due to the June 2000 divestiture of non-core assets related to MBS,
a soybean subsidiary.
GROSS PROFIT
Gross profit decreased 27.7% to $237.3 million for the year ended September
30, 2000 from $328.3 million for the year ended September 30, 1999. Gross margin
decreased to 50.0% for the year ended September 30, 2000 from 61.9% for the year
ended September 30, 1999. The gross margin was negatively impacted during fiscal
year 2000 due to approximately $54.0 million of non-cash charges for inventory
write-downs. $29.0 million of the charge related to excess seed calculated based
on projected sales and shelf life of the seeds, and the remaining $25.0 million
was primarily due to write-offs of low and bad quality seeds. Excluding the
non-cash inventory charges, gross margin for the year ended September 30, 2000
was approximately 61.4%. The decrease in the gross margin, excluding the
inventory write-downs was primarily due to the lost gross profit from the
divestiture of MBS assets in June 2000.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses decreased 6.5% to $58.4 million for the
year ended September 30, 2000 from $62.4 million for the year ended September
30, 1999. During fiscal year 2000 the Company took a $2.0 million charge related
to Seminis' research incentive program compared to a $4.0 million charge for the
program in fiscal year 1999. The decrease in expenses was also due to the impact
of the weaker Euro during fiscal year 2000 compared to fiscal year 1999, as the
Company has significant research and development activities in France, Spain,
Italy, and The Netherlands.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased 15.4% to $222.6
million for the year ended September 30, 2000 from $193.0 million for the year
ended September 30, 1999. General and administrative expenses increased due to a
$14.0 million severance charge associated with the Company's Global
Restructuring and Optimization Plan, $3.1 million of expenses from the
relocation and consolidation of the Company's Saticoy, California and Gonzales,
California production and processing facilities to the new Oxnard, California
facility, and $2.0 million of expenses related to programs designed to maximize
the efficiency of Seminis' product pipeline. Additionally, general and
administrative expenses increased due to a $6.4 million impairment write-down
associated with the Company's investment in LSL Plantscience.
AMORTIZATION OF INTANGIBLE ASSETS
Amortization of intangible assets increased 9.2% to $30.5 million for the
year ended September 30, 2000 from $27.9 million for the year ended September
30, 1999. The increase was primarily due to amortization of goodwill relating to
the acquisition of an additional 25% of Hungnong, a South Korean subsidiary, in
August 1999. Furthermore, the increase was related to the strengthening of the
South Korean Won during fiscal year 2000 compared to fiscal year 1999, as the
Company has a significant amount of goodwill and intangible assets, denominated
in South Korean Won, resulting in additional amortization when translated into
U.S. Dollars.
20
<PAGE> 23
INTEREST EXPENSE, NET
Interest expense, net, decreased 20.3% to $33.4 million for the year ended
September 30, 2000 from $41.9 million for the year ended September 30, 1999. The
decrease in expense was primarily due to the repayment of debt, using the
proceeds from the Company's initial public offering in July 1999, resulting in a
lower average debt balance during fiscal year 2000 compared to fiscal year 1999.
OTHER NON-OPERATING INCOME, NET
Seminis had other non-operating income, net of $2.2 million for the year
ended September 30, 2000 as compared to other non-operating income, net of $1.8
million for the year ended September 30, 1999. Other non-operating income, net
for the year ended September 30, 2000 includes other income net of $8.7 million
offset by a foreign currency loss of $5.4 million and minority interest
provision of $1.1 million. Other income primarily includes a $10.0 million gain
on the asset sale of MBS and the foreign currency loss is principally associated
with expense recorded by Seminis Vegetable Seeds Holland on its U.S. Dollar
denominated loan due to the devaluation of the Euro.
INCOME TAX EXPENSE
Seminis had an income tax benefit of $24.6 million for the year ended
September 30, 2000 as compared to an income tax expense of $2.5 million for the
year ended September 30, 1999. The Company had a significant income tax benefit
during fiscal year 2000 due to the charges associated with the aforementioned
inventory write-downs and severance accrual associated with Seminis' Global
Restructuring and Optimization Plan.
YEAR ENDED SEPTEMBER 30, 1999 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1998
NET SALES
Net sales increased 23.9% to $530.6 million for the year ended September
30, 1999 from $428.4 million for the year ended September 30, 1998. Excluding
the effect of acquisitions, net sales increased 12.5% or $51.2 million. This
increase was primarily due to increased sales in North America, the Middle East
and South America. Seminis has also increased sales for each of its three major
brands: Petoseed, Asgrow and Royal Sluis. The Petoseed brand has shown the
strongest increase due to improved sales in several product classes, especially
tomato seeds. Since July 1998, Seminis has made several acquisitions including
two South Korean companies, Hungnong Seed Co., Ltd. and Choong Ang Seed Co.,
Ltd., the vegetable division of Sementes Agroceres S.A. (a Brazilian company)
and the distribution rights to LSL Plant Science LLC tomato varieties. These
newly acquired businesses have generated sales of $68.2 million and $17.2
million during fiscal years 1999 and 1998, respectively.
GROSS PROFIT
Gross profit increased 23.6% to $328.3 million for the year ended September
30, 1999 from $265.6 million for the year ended September 30, 1998. Gross margin
slightly decreased to 61.9% for the year ended September 30, 1999 from 62.0% for
the year ended September 30, 1998. During fiscal year 1999 gross margin was
positively impacted due to an increase in sales of higher margin, long shelf
life tomato seeds and a decrease in sales of lower margin varieties to food
processors in North America, while gross margin was negatively impacted due to
an increase in lower margin European wholesale sales.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses increased 26.3% to $62.4 million for the
year ended September 30, 1999 from $49.4 million for the year ended September
30, 1998. This increase was primarily due to $6.0 million of expenses incurred
by the newly acquired South Korean subsidiaries and a special $5.0 million
charge related to Seminis' research incentive program. This incentive program is
a part of Seminis' continuing efforts to attract and retain industry leading
breeders and research personnel.
21
<PAGE> 24
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased 21.7% to $193.0
million for the year ended September 30, 1999 from $158.6 million for the year
ended September 30, 1998. Selling expenses increased primarily due to
acquisitions, establishment of a worldwide marketing force, the implementation
of a multi-brand sales strategy in the Middle East and the addition of new
direct sales programs in South America, Eastern Europe and Turkey. General and
administrative expenses increased due to acquisitions and increased investment
in Seminis' management information systems infrastructure.
MANAGEMENT FEES PAID TO SAVIA
The management fee paid to Savia was $8.5 million for the year ended
September 30, 1998. This fee was discontinued effective October 1, 1998.
AMORTIZATION OF INTANGIBLE ASSETS
Amortization of intangible assets increased 93.0% to $27.9 million for the
year ended September 30, 1999 from $14.5 million for the year ended September
30, 1998. This increase was due to a full year of amortization of goodwill and
intangible assets relating to the acquisition of Hungnong, Choong Ang and LSL
PlantScience in July 1998 and the acquisition of the vegetable division of
Agroceres in November 1998.
INTEREST EXPENSE, NET
Interest expense, net increased 54.7% to $41.9 million for the year ended
September 30, 1999 from $27.1 million for the year ended September 30, 1998.
This increase was primarily due to increased borrowings used to finance
acquisitions, to support working capital requirements, and due to higher
interest rates under Seminis' previous credit facility.
OTHER NON-OPERATING INCOME, NET
Seminis had other non-operating income, net of $1.8 million for the year
ended September 30, 1999 as compared to other non-operating income, net of $2.6
million for the year ended September 30, 1998. Other non-operating income, net,
for the year ended September 30, 1999 includes a minority interest provision of
$1.4 million offset by a foreign currency gain of $1.0 million and other income
of $2.2 million. The minority interest provision is primarily due to net income
of Hungnong and the related 25% minority interest and the foreign currency gain
is primarily due to a gain on an intercompany loan to Hungnong. Other income is
primarily due to gains on fixed asset sales in the United States and South
Korea.
INCOME TAX EXPENSE
Income tax expense decreased 27.4% to $2.5 million for the year ended
September 30, 1999 from $3.4 million for the year ended September 30, 1998.
Seminis' effective tax rate of 51.1% for the year ended September 30, 1999
increased compared to the effective tax rate of 33.7% for the year ended
September 30, 1998. The increase in the effective tax rate was primarily due to
increased minority interest provision and goodwill amortization, which are not
deductible for tax purposes.
INCOME BEFORE EXTRAORDINARY ITEMS
Income before extraordinary items was $2.4 million for the year ended
September 30, 1999 as compared to income before extraordinary items of $6.8
million for the year ended September 30, 1998. This change was primarily due to
increased operating expenses, including a significant increase in the
amortization of intangible assets, and interest expense, net.
22
<PAGE> 25
EXTRAORDINARY ITEMS
The extraordinary items for the year ended September 30, 1999 are the
write-off of unamortized loan fees of $6.8 million, net of income taxes of $4.1
million. The fees were written-off in connection with Seminis' credit facilities
that were extinguished during fiscal year 1999.
NET INCOME (LOSS)
Net loss was $4.4 million for the year ended September 30, 1999 as compared
to net income of $6.8 million for the year ended September 30, 1998. This change
was due to previously described increases in operating expenses and interest
expense, net, and extraordinary charges.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had recurring net cash
outflows from operations and does not anticipate meeting certain financial ratio
covenants of its credit facility during the next fiscal year that raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include adjustments that might result from this
uncertainty. Management believes that despite the liquidity issues presently
facing the Company, it has in place business and financing plans that will be
successfully executed, and will enable the Company to continue operations in the
normal course.
During the past three years, the Company's primary sources of capital have
been advances from its parent company, bank borrowings under various credit
facilities and the proceeds from an initial public offering. Cash generated from
these financing activities has been utilized to fund acquisitions and capital
expenditures, repay prior indebtedness, redeem stock and fund working capital
requirements. The Company has been unable to generate cash from operations and
is currently restricted from any additional borrowings under the credit
facility. As of November 2000, Seminis' parent company suspended advancing funds
to the Company.
The Company's credit facility includes, among other things, quarterly
financial covenants which, if not met, allow the lenders to demand repayment of
all amounts outstanding. The Company was not in compliance with minimum interest
coverage and maximum debt ratio covenants as of September 30, 2000 and does not
expect to be in compliance with such covenants during fiscal year 2001. The
lenders have granted the Company a waiver with respect to these covenants as of
September 30, 2000 that extends through December 31, 2000. The Company is
currently negotiating and expects to receive a signed waiver on December 29,
2000 with respect to these covenants as of September 30, 2000, December 31, 2000
and March 31, 2001 that extends through April 30, 2001, at which time any
defaults will once again arise. As the Company does not anticipate meeting its
quarterly covenants in fiscal year 2001 and expects to be in default once the
waiver expires, outstanding borrowings under the credit facility have been
classified as a current liability as of September 30, 2000.
As of September 30, 2000, the Company was current on all principal and
interest payments due under the credit facility. In connection with the pending
waiver expected to be signed on December 29, 2000, the lenders have indicated
that they will agree to divide and defer a $12.5 million term loan maturity due
December 31, 2000 into two equal payments of $6.25 million due March 31, 2001
and April 30, 2001. The lenders will also require the final maturity of the term
loan and the termination date for revolving credit commitments to accelerate to
June 30, 2002 from June 30, 2004. The Company has committed to deliver a
financial plan through September 30, 2002 which includes a proposal for the
recapitalization of the Company (i.e., a plan to retire or refinance the bank
debt by June 30, 2002) by March 31, 2001.
To obtain approval of this plan, the Company must demonstrate its ability
to immediately implement operating initiatives aimed at improving cash flows.
These include reducing existing infrastructure to generate cost savings,
accelerating collection of receivables and lowering of inventories to reduce
working capital. Additionally, the plan must identify alternative sources of
capital to repay the bank debt within the newly defined terms which would
include the sale of assets, debt refinancing and additional equity infusions.
23
<PAGE> 26
Management, however, cannot make any assurances that these alternative sources
of financing will be available to the Company.
Management anticipates renegotiating the current credit facility with more
achievable covenants at the time the plan is approved by the lenders. Should the
plan not be approved and the credit facility is not modified, the lenders will
continue to have the right to accelerate repayment of the facility, funds which
may not be readily available to the Company.
Net cash used in operating activities increased to $68.0 million for fiscal
year 2000 from $47.8 million for fiscal year 1999 mainly to support increased
working capital levels.
Capital expenditures decreased to $31.7 million for fiscal year 2000 from
$53.9 million for fiscal year 1999. The decrease was primarily due to a
substantial portion of the investment in Seminis' new headquarters and
production facility being incurred in fiscal year 1999, resulting in a
significant decrease in overall capital expenditures in fiscal year 2000. Other
investing activities also include approximately $21.0 million in proceeds from
the sale of MBS and other non-operating assets.
In April, May and June 2000, Seminis converted, $22.0 million, $14.0
million and $6.0 million respectively, of intercompany advances from Savia into
2,200 shares, 1,400 shares and 600 shares of Class C Preferred Stock. In August
and September 2000, Savia made additional equity investments of $10.0 million
and $14.0 million, respectively, in exchange for 1,000 shares and 1,400 shares
of Class C Preferred Stock. Through September 30, 2000 an additional 662.4
shares of Class C Preferred Stock has been issued as dividends. In October and
November 2000, Savia provided additional advances to the Company in the amounts
of $31.9 million and $14.0 million, respectively.
Seminis' total indebtedness as of September 30, 2000 was $369.3 million, of
which $322.3 million were borrowings under the current credit agreement, $9.9
million and $9.3 million were borrowings by the Chilean and Italian
subsidiaries, respectively and $27.8 million were borrowings primarily by other
foreign subsidiaries.
Seminis' exposure to foreign currency fluctuations is primarily foreign
currency gains or losses that occur from intercompany loans between Seminis and
its foreign subsidiaries and a U.S. dollar denominated loan, originated by SVS
Holland, B.V., a foreign subsidiary of Seminis. Seminis does not have any
material outstanding hedging contracts as of September 30, 2000.
The company's ability to meet its working capital requirement during fiscal
year 2001 will be largely dependent on its successful restructuring of the bank
debt agreement, finding alternative sources of capital financing and the
successful implementation of the Global Restructuring and Optimation Plan.
24
<PAGE> 27
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK DISCLOSURES
Seminis is exposed to market risk related to changes in interest rates and
foreign currency exchange rates. Seminis does not have derivative financial
instruments for speculative or trading purposes.
The fair value of short-term borrowings approximates cost due to the short
period of time to maturity. The fair value of long-term debt was estimated based
on current interest rates available to Seminis for debt instruments with similar
terms, degrees of risk, and remaining maturities. The fair value of the
interest-rate swap agreement is obtained from dealer quotes and represents the
estimated amount Seminis would receive or pay to terminate the agreement.
However, considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts that Seminis could realize in a
current market exchange.
The fair value of Seminis' borrowing arrangements and other financial
instruments is as follows:
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 2000 AT SEPTEMBER 30, 1999
--------------------- ----------------------
ASSET (LIABILITY) ASSET (LIABILITY)
--------------------- ----------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- -------- ---------- --------
<S> <C> <C> <C> <C>
Interest-rate swap agreement................................ -- -- -- (95)
Short-term borrowings....................................... (20,178) (20,178) (6,591) (6,591)
Asset (Liability)
Principal amount by expected maturity as of 9/30/00
</TABLE>
<TABLE>
<CAPTION>
TOTAL FAIR
THERE- CARRYING VALUE
2001 2002 2003 2004 2005 AFTER VALUE 9/30/00
--------- ------- ------- ------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long-term debt (including
current maturities)....... $(325,658) $(4,234) $(3,205) $(3,324) $(2,765) $(9,940) $(349,126) $(349,126)
Asset (Liability)
Principal amount by expected maturity as of 9/30/99
</TABLE>
<TABLE>
<CAPTION>
TOTAL FAIR
THERE- CARRYING VALUE
2000 2001 2002 2003 2004 AFTER VALUE 9/30/99
-------- -------- -------- -------- --------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long-term debt
(including current
maturities)........... $(20,563) $(24,406) $(37,959) $(42,678) $(208,037) $(2,344) $(335,987) $(335,987)
</TABLE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and report of independent accountants
are filed as part of this report on pages F-1 through F-26.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
25
<PAGE> 28
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding executive officers of the Company is located in Part
I as permitted by Instruction 3 to Item 401(b) of Regulation S-K. Other
information required by this item is incorporated by reference to Seminis'
definitive proxy statement for the Annual Meeting of Stockholders which will be
filed within 120 days of September 30, 2000 with the Securities and Exchange
Commission pursuant to Regulation 14A.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to
Seminis' definitive proxy statement for the Annual Meeting of Stockholders which
will be filed within 120 days of September 30, 2000 with the Securities and
Exchange Commission pursuant to Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference to
Seminis' definitive proxy statement for the Annual Meeting of Stockholders which
will be filed within 120 days of September 30, 2000 with the Securities and
Exchange Commission pursuant to Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to
Seminis' definitive proxy statement for the Annual Meeting of Stockholders which
will be filed within 120 days of September 30, 2000 with the Securities and
Exchange Commission pursuant to Regulation 14A.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Listing of Consolidated Financial Statements
Reference is made to the index set forth on Page F-1.
(a)(2) Listing of Financial Statement Schedules.
Schedule II -- Valuation and Qualifying Accounts on page S-1
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore have been
omitted.
(a)(3) Listing of Exhibits -- See Index to Exhibits beginning on Page 27 of
this report.
(b) Reports on Form 8-K -- Seminis did not file any Form 8-K during the
quarter ended September 30, 2000.
(c) Exhibits -- See Index to Exhibits beginning on Page 27 of this report.
(d) Financial Statement Schedules -- The following consolidated financial
statement schedule is included herein: Schedule II -- Valuation and Qualifying
Accounts.
26
<PAGE> 29
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
(a) 1 Form of Underwriting Agreement
(c) 2 Merger Agreement by and between Seminis, Inc., an Illinois
corporation and Seminis, Inc., a Delaware corporation
(c) 3.1 Certificate of Incorporation
(c) 3.2 Certificate of Designations of Class A Mandatorily
Redeemable Preferred Stock and Class B Mandatorily
Redeemable Preferred Stock of Seminis, Inc.
(c) 3.3 Certificate of Designations of Class C Redeemable Preferred
Stock of Seminis, Inc.
(c) 3.4 By-Laws
(c) 4.1 Form of Class A Common Stock Certificate
(a) 4.2 Registration Rights Agreement by and among Seminis, Inc. and
certain shareholders of Seminis, dated October 1, 1995
(c) 5 Opinion of Milbank, Tweed, Hadley & McCloy LLP
(a)10.1 Seminis, Inc. 1998 Stock Option Plan
(b)10.2 Amended and Restated Seminis, Inc. 1998 Stock Option Plan
(a)10.3 Share Subscription Agreement by and between Seminis, Inc.
and Hungnong Seed Co., Ltd., dated June 12, 1998
(c)10.4 Form of New Credit Facility among Seminis, Inc, Seminis
Vegetable Seeds, Inc., SVS Holland B.V., as borrowers,
Harris Trust and Savings Bank, individually and as
Administrative Agent, Bank of Montreal, individually and as
Syndication Agent, and the Lenders from time to time parties
thereto, as lenders, dated as of June 28, 1999
(c)10.5 Form of Letter Agreement between Savia, S.A. de C.V. and
Seminis, Inc. dated as of June 21, 1999
(d)10.6 Second Amendment and Waiver to Credit Agreement dated as of
June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds,
Inc., SVS Holland B.V., as borrowers, Harris Trust and
Savings Bank, individually and as Administrative Agent, Bank
of Montreal, individually and as Syndication Agent, and the
Lenders from time to time parties thereto, as Lenders, Dated
as of June 29, 2000, effective March 31, 2000
(d)10.7 Security Agreement Re: Accounts, Inventory and General
Intangibles among Seminis, Inc., Seminis Vegetable Seeds,
Inc., SVS Holland B.V., as borrowers, Harris Trust and
Savings Bank, individually and as Administrative Agent, Bank
of Montreal, individually and as Syndication Agent, and the
Lenders from time to time parties thereto, as Lenders, dated
as of June 29, 2000
(e)10.8 Interim Waiver Agreement to Credit Agreement dated as of
June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds,
Inc., SVS Holland B.V., as borrowers, Harris Trust and
Savings Bank, individually and as Administrative Agent, Bank
of Montreal, individually and as Syndication Agent, and the
Lenders from time to time parties thereto, as Lenders, dated
as of September 30, 2000, effective September 30, 2000.
(e)10.9 Extension of Interim Waiver Agreement to Credit Agreement
dated as of June 28, 1999 among Seminis, Inc., Seminis
Vegetable Seeds, Inc., SVS Holland B.V., as borrowers,
Harris Trust and Savings Bank, individually and as
Administrative Agent, Bank of Montreal, individually and as
Syndication Agent, and the Lenders from time to time parties
thereto, as Lenders, dated as of December 20, 2000,
effective December 20, 2000.
(b)21 Subsidiaries of Registrant
27.1 Financial Data Schedule
</TABLE>
---------------
(a) Incorporated by reference to Seminis' Form S-1 filed on February 11, 1999.
(b) Incorporated by reference to Seminis' Amendment No. 2 to Form S-1 filed on
May 27, 1999.
(c) Incorporated by reference to Seminis' Amendment No. 3 to Form S-1 filed on
June 21, 1999.
(d) Filed with the June 30, 2000 form 10Q.
(e) Filed with the September 30, 2000 form 10K.
27
<PAGE> 30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SEMINIS, INC.
By: /s/ EUGENIO NAJERA SOLORZANO
------------------------------------
Name: Eugenio Najera Solorzano
Title: President and Chief Operating
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>
/s/ ALFONSO ROMO GARZA Chairman of the Board December 27, 2000
----------------------------------------------------- (Chief Executive Officer)
Alfonso Romo Garza
/s/ TIMOTHY GEORGE Director December 27, 2000
-----------------------------------------------------
Timothy George
/s/ EUGENIO NAJERA SOLORZANO Director and President December 27, 2000
----------------------------------------------------- (Chief Operating Officer)
Eugenio Najera Solorzano
/s/ BERNARDO JIMENEZ BARRERA Director December 27, 2000
-----------------------------------------------------
Bernardo Jimenez Barrera
/s/ G. CARL BALL Director December 27, 2000
-----------------------------------------------------
G. Carl Ball
/s/ GEORGE CARL BALL, JR. Director December 27, 2000
-----------------------------------------------------
George Carl Ball, Jr.
/s/ PETER DAVIS Director December 27, 2000
-----------------------------------------------------
Peter Davis
/s/ FRANK J. PIPP Director December 27, 2000
-----------------------------------------------------
Frank J. Pipp
/s/ DR. ELI SHLIFER Director December 27, 2000
-----------------------------------------------------
Dr. Eli Shlifer
/s/ ROGER BEACHY Director December 27, 2000
-----------------------------------------------------
Roger Beachy
/s/ CHRISTOPHER J. STEFFEN Director December 27, 2000
-----------------------------------------------------
Christopher J. Steffen
/s/ GASPAR ALVAREZ Principal Financial and December 27, 2000
----------------------------------------------------- Accounting Officer
Gaspar Alvarez
</TABLE>
28
<PAGE> 31
SEMINIS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants........................... F-2
Consolidated Balance Sheets as of September 30, 2000 and
1999...................................................... F-3
Consolidated Statements of Operations for the Years Ended
September 30, 2000, 1999 and 1998......................... F-4
Consolidated Statements of Stockholders' Equity for the
Years Ended September 30, 2000, 1999 and 1998............. F-5
Consolidated Statements of Cash Flows for the Years Ended
September 30, 2000, 1999 and 1998......................... F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>
F-1
<PAGE> 32
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholders of Seminis, Inc.
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 26 present fairly, in all material
respects, the financial position of Seminis, Inc. and its subsidiaries at
September 30, 2000 and 1999, and the results of their operations and their cash
flows for each of the three years in the period ended September 30, 2000 in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedules listed
in the index appearing under Item 14(a)(2) on page 26 present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial statements
and financial statement schedules are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had recurring net cash outflows from
operations and does not anticipate meeting certain financial ratio covenants of
its credit facility during the next fiscal year that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
November 3, 2000
F-2
<PAGE> 33
SEMINIS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
ASSETS:
<TABLE>
<CAPTION>
AS OF
SEPTEMBER 30,
----------------------
2000 1999
--------- ---------
<S> <C> <C>
Current assets
Cash and cash equivalents................................. $ 22,479 $ 19,068
Accounts receivable, less allowance for doubtful accounts
of $14,178 and $14,838, respectively.................... 162,929 171,283
Inventories............................................... 333,287 301,744
Refundable income taxes................................... -- 4,144
Prepaid expenses and other current assets................. 3,105 3,582
--------- ---------
Total current assets............................... 521,800 499,821
Deferred income taxes....................................... 5,699 --
Property, plant and equipment, net.......................... 226,505 226,635
Intangible assets, net...................................... 227,839 242,275
Other assets................................................ 16,194 24,631
--------- ---------
$ 998,037 $ 993,362
========= =========
LIABILITIES, MANDATORILY REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY:
Current liabilities
Short-term borrowings..................................... $ 20,178 $ 6,591
Current maturities of long-term debt...................... 325,658 20,563
Accounts payable.......................................... 54,955 54,681
Accrued liabilities....................................... 96,453 68,811
--------- ---------
Total current liabilities.......................... 497,244 150,646
Long-term debt.............................................. 23,468 315,424
Deferred income taxes....................................... -- 30,453
Minority interest in subsidiaries........................... 1,445 1,124
--------- ---------
Total liabilities.................................. 522,157 497,647
--------- ---------
Commitments and contingencies
Mandatorily Redeemable Stock
Class B Redeemable Preferred Stock, $.01 par value; 25
shares authorized as of September 30, 2000 and September
30, 1999; 25 shares issued and outstanding as of
September 30, 2000 and September 30, 1999............... 25,000 25,000
--------- ---------
Total mandatorily redeemable stock................. 25,000 25,000
--------- ---------
Stockholders' Equity
Class C Preferred Stock, $.01 par value; 12 shares
authorized as of September 30, 2000 and 6 shares
authorized as of September 30, 1999; 12 shares issued
and outstanding as of September 30, 2000 and 4 shares
issued and outstanding as of September 30, 1999......... 1 1
Class A Common Stock, $.01 par value; 91,000 shares
authorized as of September 30, 2000 and September 30,
1999; 13,976 shares issued and outstanding as of
September 30, 2000 and 13,750 shares issued and
outstanding as of September 30, 1999.................... 140 138
Class B Common Stock, $.01 par value; 60,229 shares
authorized as of September 30, 2000 and September 30,
1999; 45,848 shares issued and outstanding as of
September 30, 2000 and 46,074 shares issued and
outstanding as of September 30, 1999.................... 459 461
Additional paid-in capital................................ 712,981 640,357
Accumulated deficit....................................... (244,706) (155,299)
Accumulated other comprehensive loss...................... (17,995) (14,943)
--------- ---------
Total stockholders' equity......................... 450,880 470,715
--------- ---------
$ 998,037 $ 993,362
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE> 34
SEMINIS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
SEPTEMBER 30,
----------------------------------
2000 1999 1998
--------- -------- ---------
<S> <C> <C> <C>
Net sales................................................ $ 474,445 $530,633 $ 428,423
Cost of goods sold....................................... 237,105 202,349 162,806
--------- -------- ---------
Gross profit........................................ 237,340 328,284 265,617
--------- -------- ---------
Operating expenses
Research and development expenses...................... 58,364 62,421 49,416
Selling, general and administrative expenses........... 222,632 192,978 158,588
Management fees paid to Savia.......................... -- -- 8,465
Amortization of intangible assets...................... 30,454 27,896 14,457
--------- -------- ---------
Total operating expenses....................... 311,450 283,295 230,926
--------- -------- ---------
Income (loss) from operations............................ (74,110) 44,989 34,691
--------- -------- ---------
Other income (expense)
Interest income........................................ 3,872 4,541 1,952
Interest expense....................................... (37,256) (46,444) (29,034)
Foreign currency gain (loss)........................... (5,374) 985 3,205
Minority interest...................................... (1,157) (1,428) (219)
Other, net............................................. 8,688 2,240 (397)
--------- -------- ---------
(31,227) (40,106) (24,493)
--------- -------- ---------
Income (loss) before income taxes and extraordinary
items.................................................. (105,337) 4,883 10,198
Income tax benefit (expense)............................. 24,554 (2,496) (3,436)
--------- -------- ---------
Net income (loss) before extraordinary items............. (80,783) 2,387 6,762
--------- -------- ---------
Extraordinary items, net of income tax of $-0-, $4,145
and $-0-respectively................................... -- (6,763) --
--------- -------- ---------
Net income (loss)........................................ (80,783) (4,376) 6,762
Preferred stock dividends................................ (8,624) (4,261) (2,000)
Accretion of Old Class B Redeemable Common Stock......... -- (2,223) (3,840)
Excess of repurchase price over redemption value for
repurchase of Old Class B Redeemable Common Stock...... -- -- (134,289)
--------- -------- ---------
Net loss available for common stockholders............... $ (89,407) $(10,860) $(133,367)
========= ======== =========
Net loss available for common stockholders per common
share, basic and diluted
Loss before extraordinary items available for common
stockholders........................................ $ (1.49) $ (0.10) $ (4.23)
Extraordinary items, net of income tax................. -- (0.15) --
--------- -------- ---------
Net loss available for common stockholders............. $ (1.49) $ (0.25) $ (4.23)
========= ======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE> 35
SEMINIS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
CLASS C CLASS A CLASS B ACCUMULATED
PREFERRED STOCK COMMON STOCK COMMON STOCK ADDITIONAL OTHER
--------------- --------------- --------------- PAID-IN ACCUMULATED COMPREHENSIVE
NUMBER AMOUNT NUMBER AMOUNT NUMBER AMOUNT CAPITAL DEFICIT LOSS
------ ------ ------ ------ ------ ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, SEPTEMBER 30, 1997... -- $-- -- $ -- 30,000 $ 1 $179,999 $ (11,072) $ (9,247)
Comprehensive income
Net income.................. -- -- -- -- -- -- -- 6,762 --
Translation adjustment...... -- -- -- -- -- -- -- -- (4,093)
Dividends on Redeemable
Preferred Stock............. -- -- -- -- -- -- -- (2,000) --
Accretion of Old Class B
Redeemable Common Stock..... -- -- -- -- -- -- -- (3,840) --
Excess of repurchase price
over redemption value for
repurchase of Old Class B
Redeemable Common Stock..... -- -- -- -- -- -- -- (134,289) --
Increase in par value
following stock split....... -- -- -- -- -- 299 (299) -- --
Issuance of Class B Common
Stock....................... -- -- -- -- 7,386 74 138,126 -- --
-- --- ------ ---- ------ ---- -------- --------- --------
BALANCE, SEPTEMBER 30, 1998... -- -- -- -- 37,386 374 317,826 (144,439) (13,340)
Comprehensive loss
Net loss.................... -- -- -- -- -- -- -- (4,376) --
Translation adjustment...... -- -- -- -- -- -- -- -- (1,603)
Dividends on Redeemable
Preferred Stock............. -- -- -- -- -- -- -- (2,000) --
Accretion of Old Class B
Redeemable Common Stock..... -- -- -- -- -- -- -- (2,223) --
Issuance of Class C Preferred
Stock....................... 4 1 -- -- -- -- 42,299 -- --
Dividends on Class C Preferred
Stock....................... -- -- -- -- -- -- 2,261 (2,261) --
Conversion of subordinated
debt due Savia.............. -- -- -- -- 1,916 19 35,838 -- --
Conversion of Old Class B
Redeemable Common Stock..... -- -- -- -- 6,772 68 50,571 -- --
Issuance of Class A Common
Stock....................... -- -- 13,750 138 -- -- 191,562 -- --
-- --- ------ ---- ------ ---- -------- --------- --------
BALANCE, SEPTEMBER 30, 1999... 4 1 13,750 138 46,074 461 640,357 (155,299) (14,943)
Comprehensive loss
Net loss.................... -- -- -- -- -- -- -- (80,783) --
Translation adjustment...... -- -- -- -- -- -- -- -- (3,052)
Conversion of shares.......... -- -- 226 2 (226) (2) -- -- --
Issuance of Class C Preferred
Stock....................... 7 -- -- -- -- -- 66,000 -- --
Dividends on Redeemable
Preferred Stock............. -- -- -- -- -- -- -- (2,000) --
Dividends on Class C Preferred
Stock....................... 1 -- -- -- -- -- 6,624 (6,624) --
-- --- ------ ---- ------ ---- -------- --------- --------
BALANCE, SEPTEMBER 30, 2000... 12 $ 1 13,976 $140 45,848 $459 $712,981 $(244,706) $(17,995)
== === ====== ==== ====== ==== ======== ========= ========
<CAPTION>
TOTAL
STOCK
HOLDERS'
EQUITY
---------
<S> <C>
BALANCE, SEPTEMBER 30, 1997... $ 159,681
---------
Comprehensive income
Net income.................. 6,762
Translation adjustment...... (4,093)
---------
2,669
Dividends on Redeemable
Preferred Stock............. (2,000)
Accretion of Old Class B
Redeemable Common Stock..... (3,840)
Excess of repurchase price
over redemption value for
repurchase of Old Class B
Redeemable Common Stock..... (134,289)
Increase in par value
following stock split....... --
Issuance of Class B Common
Stock....................... 138,200
---------
BALANCE, SEPTEMBER 30, 1998... 160,421
---------
Comprehensive loss
Net loss.................... (4,376)
Translation adjustment...... (1,603)
---------
(5,979)
Dividends on Redeemable
Preferred Stock............. (2,000)
Accretion of Old Class B
Redeemable Common Stock..... (2,223)
Issuance of Class C Preferred
Stock....................... 42,300
Dividends on Class C Preferred
Stock....................... --
Conversion of subordinated
debt due Savia.............. 35,857
Conversion of Old Class B
Redeemable Common Stock..... 50,639
Issuance of Class A Common
Stock....................... 191,700
---------
BALANCE, SEPTEMBER 30, 1999... 470,715
Comprehensive loss
Net loss.................... (80,783)
Translation adjustment...... (3,052)
---------
(83,835)
Conversion of shares.......... --
Issuance of Class C Preferred
Stock....................... 66,000
Dividends on Redeemable
Preferred Stock............. (2,000)
Dividends on Class C Preferred
Stock....................... --
---------
BALANCE, SEPTEMBER 30, 2000... $ 450,880
=========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE> 36
SEMINIS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
SEPTEMBER 30,
----------------------------------
2000 1999 1998
-------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................... $(80,783) $ (4,376) $ 6,762
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization........................... 50,109 46,923 31,341
Deferred income tax benefit............................. (37,459) (5,500) (108)
Provision for minority interest in subsidiaries......... 1,157 1,428 219
Loss from extraordinary items, net of income tax........ -- 6,763 --
Other................................................... 786 72 2,195
Changes in assets and liabilities
Accounts receivable................................... (3,821) (41,303) 125
Inventories........................................... (43,536) (60,095) (57,347)
Prepaid expenses and other assets..................... 8,663 1,004 (1,591)
Current income taxes.................................. 9,385 3,627 3,457
Accounts payable...................................... 2,499 14,346 (10,975)
Other liabilities..................................... 25,045 (10,662) 204
-------- --------- ---------
Net cash used in operating activities.............. (67,955) (47,773) (25,718)
-------- --------- ---------
Cash flows from investing activities:
Purchases of fixed and intangible assets.................. (41,487) (71,125) (61,123)
Proceeds from disposition of assets....................... 11,291 4,520 869
Exercise of Hungnong put option........................... -- (54,772) (33,933)
Young Il Chemical Company Note............................ -- 35,612 (35,612)
Choong Ang acquisition, net of cash acquired.............. -- -- (19,388)
Pre-acquisition advances to acquired companies............ -- -- (34,975)
Agroceres acquisition, net of cash acquired............... -- (19,695) --
Proceeds from sale of MBS' assets......................... 9,712 -- --
Other..................................................... (1,751) (1,779) (136)
-------- --------- ---------
Net cash used in investing activities.............. (22,235) (107,239) (184,298)
-------- --------- ---------
Cash flows from financing activities:
Proceeds from long-term debt issuances.................... 97,184 837,305 402,172
Repayments of long-term debt.............................. (81,356) (923,006) (109,905)
Repurchase of Old Class B Redeemable Common Stock......... -- -- (211,824)
Net short-term borrowings (repayments).................... 15,307 56 (44,048)
Subordinated debt due Savia............................... -- -- 35,857
Dividends paid............................................ (2,000) (2,000) (2,000)
Issuance of Class A Common Stock.......................... -- 191,700 --
Issuance of Class B Common Stock.......................... -- -- 138,200
Issuance of Class C Preferred Stock....................... 66,000 42,300 --
Other..................................................... -- (319) --
-------- --------- ---------
Net cash provided by financing activities.......... 95,135 146,036 208,452
-------- --------- ---------
Effect of exchange rate changes on cash and cash
equivalents............................................... (1,534) (851) 188
-------- --------- ---------
Increase (Decrease) in cash and cash equivalents............ 3,411 (9,827) (1,376)
Cash and cash equivalents, beginning of period.............. 19,068 28,895 30,271
-------- --------- ---------
Cash and cash equivalents, end of period.................... $ 22,479 19,068 $ 28,895
======== ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE> 37
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Seminis, Inc. (the "Company") is the largest developer, producer and
marketer of vegetable and fruit seeds in the world. The Company is a
majority-owned subsidiary of Savia, S.A. de C.V. ("Savia") and effectively began
operations when it purchased Asgrow Seed Company ("Asgrow") in December 1994.
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company
and its majority controlled and owned subsidiaries. Investments in
unconsolidated entities, representing ownership interests between 20% and 50%,
are accounted for using the equity method of accounting. All material
intercompany transactions and balances have been eliminated in consolidation.
Certain reclassifications have been made to prior years' financial statements to
conform to fiscal year 2000 presentation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the fiscal year, including estimates and assumptions related to
customer discounts and allowances. Actual results could differ from those
estimates.
REVENUE RECOGNITION
Product sales are recognized upon shipment of goods and are reduced by
provisions for discounts and allowances based on the Company's historical and
anticipated experience.
CASH AND CASH EQUIVALENTS
The Company classifies as cash equivalents all highly liquid investments
purchased with an original maturity of three months or less. The Company invests
its excess cash in deposits with major international banks, in government
securities and in money market accounts with financial institutions. Such
investments are considered cash equivalents for purposes of reporting cash flows
and bear minimal risk.
ACCOUNTS RECEIVABLE
Accounts receivable are valued net of reserves for bad debts, discounts and
allowances. Calculations of reserves are based on historical experience and
anticipated market conditions and are adjusted as management determines
necessary. The Company performs ongoing credit evaluations of its customers'
financial condition and generally does not require collateral. The Company's
diversified customer base limits the amount of credit exposure to any one
customer.
No customer accounts for more than 10% of accounts receivable or sales.
INVENTORIES
Inventories are stated at the lower of cost or estimated net realizable
value. Costs for substantially all inventories are determined using the
first-in, first-out ("FIFO") method and include the cost of materials, direct
labor and the applicable share of overhead costs. Unharvested crop-growing costs
are included as part of inventory and represent costs incurred to plant and
maintain seed crops which will be harvested during the subsequent fiscal year.
Inventories are periodically reviewed and reserves established for deteriorated,
excess and obsolete items.
F-7
<PAGE> 38
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Provisions for
depreciation have been made using the straight-line and accelerated methods for
financial reporting purposes and accelerated methods for tax purposes. Estimated
useful lives generally range from 5 to 40 years for buildings and improvements
and from 3 to 20 years for machinery and equipment.
INTANGIBLE ASSETS
Intangible assets consist primarily of the excess of purchase price over
the fair market value of net assets acquired in purchase acquisitions, and the
costs of acquired germplasm patents and trademarks. Goodwill is amortized over
15 years on a straight-line basis. The costs of acquired germplasm, patents and
trademarks are being amortized over 10 to 20 years on an accelerated basis.
Other intangibles are amortized over 3 to 10 years on a straight-line basis.
CAPITALIZED SOFTWARE COSTS
Costs of computer software developed and obtained for internal use are
capitalized and amortized over respective license periods or expected useful
lives, which range from three to five years. Capitalized computer software costs
include external direct costs for licenses and services, and payroll and
payroll-related costs for employees who are directly associated with developing
or installing such software.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company continually monitors its long-lived assets to determine whether
any impairment of these assets has occurred. In making such determination, the
Company evaluates the performance of the underlying businesses, products and
product lines. The Company recognizes impairment of long-lived assets in the
event the net book value of such assets exceeds the future undiscounted cash
flows attributable to such assets. In fiscal year 2000, the Company recognized a
$6,400 impairment write-down associated with its investment in LSL Plantscience.
No other material impairments have been experienced.
SEEDMEN'S ERRORS AND OMISSIONS
The Company maintains third party seedmen's errors and omissions insurance
covering claims by growers for losses incurred as a result of seed quality or
errors arising in fulfilling customer orders. Such policies are subject to
annual renewal and revision and have coverage limits, deductibles and other
terms. Provisions are made for anticipated losses in excess of coverage amounts
provided by insurance based on historical experience and expected resolution.
The Company performs ongoing evaluations of such claims and adjusts reserves as
necessary to reflect expected settlements.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development costs are charged to operations as incurred. Costs
attributable to in-process research and development activities acquired in a
purchase transaction are written-off at the date of acquisition.
INCOME TAXES
Deferred income taxes are determined using the liability method. A deferred
tax asset or liability is determined based on the difference between the
financial statement and tax basis of assets and liabilities as measured by the
enacted tax rates which will be in effect when these differences reverse.
Deferred tax expense is the result of changes in the asset and liability for
deferred taxes.
F-8
<PAGE> 39
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
The financial statements of the Company's foreign subsidiaries are
generally measured using the local currency as the functional currency. Assets
and liabilities of these subsidiaries are translated at the rates of exchange at
the balance sheet date. Income and expense items are translated at average
quarterly rates of exchange prevailing during the fiscal year. The resultant
translation adjustments are included in accumulated other comprehensive loss as
a separate component of stockholders' equity. Gains and losses from foreign
currency transactions are included in the consolidated statements of operations.
Subsidiaries operating in highly inflationary economies or primarily using
the United States dollar as their functional currency include gains and losses
from foreign currency transactions and balance sheet translation adjustments in
the consolidated statements of operations.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash, accounts
receivable, notes receivable, accounts payable, accrued liabilities, debt and
mandatorily redeemable securities. These balances are stated in the consolidated
financial statements at amounts that approximate fair market value unless
separately disclosed in the Notes to Consolidated Financial Statements.
COMPREHENSIVE INCOME
Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources. For the Company, comprehensive income consists of its
reported net income or loss and the change in the foreign currency translation
adjustment during a period.
STOCK-BASED COMPENSATION
The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion ("APB")
No. 25, "Accounting for Stock Issued to Employees", and complies with the
disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation". Under APB No. 25, compensation cost is recognized based on the
difference, if any, on the date of grant between the fair market value of the
Company's stock and the amount an employee must pay to acquire the stock.
STOCK SPLIT
In May 1998, the Company's board of directors approved a 500-for-1 stock
split for all common shares. All common share information set forth in the
consolidated financial statements and notes thereto has been restated to reflect
the stock split.
SUPPLEMENTARY CASH FLOW INFORMATION
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
SEPTEMBER 30,
-----------------------------
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
Cash paid for interest............................ $31,890 $53,081 $21,590
Cash paid for income taxes........................ 3,520 4,369 87
Supplemental non-cash transactions
Issuance of preferred stock in Payment of Class
C Preferred Stock Dividends.................. 6,624 2,261 --
</TABLE>
F-9
<PAGE> 40
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
INCOME (LOSS) PER COMMON SHARE
Income (loss) per common share has been computed pursuant to the provisions
of Statement of Financial Accounting Standards No. 128, "Earnings per Share."
Basic income (loss) per common share is computed by dividing income (loss)
available to common stockholders by the average number of common shares
outstanding during each period. Income (loss) available to common stockholders
represents reported net income less preferred dividends, accretion of redemption
value for redeemable common stock, and the excess of the repurchase price paid
over the redemption value of redeemable common stock. Diluted income (loss) per
common share reflects the potential dilution that could occur if dilutive
securities and other contracts were exercised or converted into common stock or
resulted in the issuance of common stock. The following table provides a
reconciliation of income from continuing operations before extraordinary items
and sets forth the computation for basic and diluted income (loss) per share
from continuing operations before extraordinary items:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
SEPTEMBER 30,
--------------------------------
2000 1999 1998
-------- ------- ---------
<S> <C> <C> <C>
NUMERATOR FOR BASIC AND DILUTED:
Income (loss) from continuing operations before
extraordinary items.................................. $(80,783) $ 2,387 $ 6,762
Preferred stock dividends.............................. (8,624) (4,261) (2,000)
Accretion of Old Class B Redeemable Common Stock....... -- (2,223) (3,840)
Excess of repurchase price over redemption value for
repurchase of Old Class B Redeemable Common Stock.... -- -- (134,289)
-------- ------- ---------
Loss from continuing operations before
extraordinary items available for common
stockholders.................................... $(89,407) $(4,097) $(133,367)
======== ======= =========
DENOMINATOR -- SHARES:
Weighted average common shares outstanding (basic)..... 59,824 43,936 31,536
Add potential common shares:
Old Class B Redeemable Common Stock.................. -- 4,909 9,602
Less antidilutive effect of potential common shares.... -- (4,909) (9,602)
-------- ------- ---------
Weighted average common shares outstanding
(diluted)....................................... 59,824 43,936 31,536
======== ======= =========
LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS BEFORE
EXTRAORDINARY ITEMS AVAILABLE FOR COMMON
STOCKHOLDERS:
Basic and diluted.................................... $ (1.49) $ (0.10) $ (4.23)
======== ======= =========
</TABLE>
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133
requires companies to record derivatives on the balance sheet as assets or
liabilities, measured at fair market value. It also requires that gains or
losses resulting from changes in the values of those derivatives be accounted
for depending on the use of the derivative and whether it qualifies for hedge
accounting. Adoption of SFAS No. 133, as amended by SFAS No. 137 in June 1999
and SFAS No. 138 in June 2000, is required for the fiscal year beginning October
1, 2000. Management believes the adoption of SFAS No. 133 will not have a
material impact on the Company's consolidated financial position or results of
operations.
F-10
<PAGE> 41
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 2 -- LIQUIDITY
The Company's financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had recurring net cash
outflows from operations and does not anticipate meeting certain financial ratio
covenants of its credit facility during the next fiscal year that raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include adjustments that might result from this
uncertainty. Management believes that despite the liquidity issues presently
facing the Company, it has in place business and financing plans that will be
successfully executed, and will enable the Company to continue operations in the
normal course.
During the past three years, the Company's primary sources of capital have
been advances from its parent company, bank borrowings under various credit
facilities and the proceeds from an initial public offering. Cash generated from
these financing activities has been utilized to fund acquisitions and capital
expenditures, repay prior indebtedness, redeem stock and fund working capital
requirements. The Company has been unable to generate cash from operations and
is currently restricted from any additional borrowings under the credit
facility. As of November 2000, Seminis' parent company suspended advancing funds
to the Company.
The Company's credit facility includes, among other things, quarterly
financial covenants which, if not met, allow the lenders to demand repayment of
all amounts outstanding. The Company was not in compliance with minimum interest
coverage and maximum debt ratio covenants as of September 30, 2000 and does not
expect to be in compliance with such covenants during fiscal year 2001. The
lenders have granted the Company a waiver with respect to these covenants as of
September 30, 2000 that extends through December 31, 2000. The Company is
currently negotiating and expects to receive a signed waiver on December 29,
2000 with respect to these covenants as of September 30, 2000, December 31, 2000
and March 31, 2001 that extends through April 30, 2001, at which time any
defaults will once again arise. As the Company does not anticipate meeting its
quarterly covenants in fiscal year 2001 and expects to be in default once the
waiver expires, outstanding borrowings under the credit facility have been
classified as a current liability as of September 30, 2000.
As of September 30, 2000, the Company was current on all principal and
interest payments due under the credit facility. In connection with the pending
waiver expected to be signed on December 29, 2000, the lenders have indicated
that they will agree to divide and defer a $12.5 million term loan maturity due
December 31, 2000 into two equal payments of $6.25 million due March 31, 2001
and April 30, 2001. The lenders will also require the final maturity of the term
loan and the termination date for revolving credit commitments to accelerate to
June 30, 2002 from June 30, 2004. The Company has committed to deliver a
financial plan through September 30, 2002 which includes a proposal for the
recapitalization of the Company (i.e., a plan to retire or refinance the bank
debt by June 30, 2002) by March 31, 2001.
To obtain approval of this plan, the Company must demonstrate its ability
to immediately implement operating initiatives aimed at improving cash flows.
These include reducing existing infrastructure to generate cost savings,
accelerating collection of receivables and lowering of inventories to reduce
working capital. Additionally, the plan must identify alternative sources of
capital to repay the bank debt within the newly defined terms which would
include the sale of assets, debt refinancing and additional equity infusions.
Management, however, cannot make any assurances that these alternative sources
of financing will be available to the Company.
Management anticipates renegotiating the current credit facility with more
achievable covenants at the time the plan is approved by the lenders. Should the
plan not be approved and the credit facility is not modified, the lenders will
continue to have the right to accelerate repayment of the facility, funds which
may not be readily available to the Company.
F-11
<PAGE> 42
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 3 -- GLOBAL RESTRUCTURING AND OPTIMIZATION PLAN
In February 2000, the Company announced a global cost saving initiative
designed to streamline operations, increase utilization of facilities and
improve efficiencies. The first phase of the initiative focused on North
American operations. In June 2000, the Company announced the second phase, which
was targeted at its global operations. The key elements to Seminis' global
restructuring and optimization plan involve:
- Reorganizing its 10 legacy seed companies into four geographical regions;
- Reducing operation and production facilities;
- Reducing headcount that results from the reorganization and facility
consolidation;
- Rationalizing the product portfolio;
- Implementing an advanced global logistics management information system;
and
- Divesting non-strategic assets.
In connection with the restructuring and optimization plan, the Company
recorded nonrecurring pre-tax charges to operations of approximately $34.4
million for restructuring costs that included severance and other exit costs,
inventory write-downs and costs associated with streamlining the products
portfolio. Of this amount, $18.4 million was included in cost of goods sold for
inventory write-downs. The remaining $16.0 million was included in selling,
general and administrative expenses, and consists primarily of severance costs.
The total severance charge relates to a planned 600 employee reduction worldwide
in both operation and administrative groups. There were 144 employees severed in
fiscal year 2000 as part of the Global Restructuring and Optimization Plan.
The Company commenced the restructuring during fiscal year 2000, and
expects to complete the plan by fiscal year 2001. Further elements of the plan
will be initiated in the future and should be completed by fiscal year 2002.
There have been no material changes in the aforementioned plan.
Components of the restructuring charges are as follows:
<TABLE>
<CAPTION>
BALANCE AT
TOTAL AMOUNTS SEPTEMBER 30,
CHARGES INCURRED 2000
------- -------- -------------
<S> <C> <C> <C>
Write-downs of inventory............................. $18.4 $(18.4) $ --
Severance and related expenses....................... 14.0 (1.8) 12.2
Other................................................ 2.0 (2.0) --
----- ------ -----
Total...................................... $34.4 $(22.2) $12.2
===== ====== =====
</TABLE>
As part of the strategy to divest non-strategic assets, in June 2000, the
Company sold the assets of MBS, Inc., a U.S. subsidiary in the soybean seed
business. The total purchase price was $11.9 million of which the Company
recorded a gain of $10.0 million which is included in other non-operating
income.
NOTE 4 -- MERGERS AND ACQUISITIONS
HUNGNONG SEED CO., LTD
In July 1998, the Company acquired newly and previously issued common stock
of Hungnong Seed Co., Ltd. ("Hungnong"), a South Korean vegetable seed company,
representing a 70% ownership interest, for $120,620. The acquisition was funded
by capital contributions by the Company's stockholders (Note 10) and borrowings
under the Company's long-term debt facility (Note 9). The results of Hungnong's
operations have been consolidated with those of the Company since the date of
acquisition. The gross acquisition cost of $120,620 includes $86,687 of acquired
cash.
F-12
<PAGE> 43
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The acquisition was accounted for using the purchase method of accounting.
Accordingly, a portion of the purchase price was allocated to the net assets
acquired based on their estimated fair market values. The fair market value of
assets acquired and liabilities assumed was $196,176 and $144,513, respectively.
The balance of the purchase price, $68,957, was recorded as excess of cost over
net assets acquired (goodwill) and is being amortized over 15 years on a
straight-line basis.
In connection with the purchase of its 70% interest in Hungnong, Seminis
loaned $35,612 to Young Il Chemical Company which is owned by minority
stockholders of Hungnong. In July 1999, the Young Il Chemical Company repaid the
entire outstanding balance of its loan due to Seminis.
The Hungnong minority shareholders had the option to put their 30% interest
in Hungnong to the Company at a price of 2 billion South Korean won for each 1%
of outstanding shares plus accrued interest which accrued at 10% per annum from
July 15, 1998. In fiscal year 1999, the Hungnong minority shareholders exercised
their put option for the remaining 30% of the outstanding shares of Hungnong. As
a result, the Company paid $54,772 to increase its ownership in Hungnong from
70% to 100%. The Company also recorded additional goodwill of $34,359 in
connection with the 30% put option purchase.
The Hungnong 30% put option purchase was partially funded by Savia's
December 1998 equity investment in Seminis of $10,000 in exchange for 1.0 shares
of Class C Preferred Stock (Note 10) and proceeds of $35,612 from the Young Il
Chemical Note which was collected in July 1999.
CHOONG ANG SEED COMPANY
In July 1998, the Company acquired all of the outstanding shares of Choong
Ang Seed Company ("Choong Ang"), a South Korean vegetable seed company, for
$20,500. The acquisition was funded by capital contributions by the Company's
stockholders (Note 10) and borrowings under long-term debt facilities (Note 9).
The results of Choong Ang's operations have been consolidated with those of the
Company since the date of acquisition. The gross acquisition cost of $20,500
includes $1,112 of acquired cash.
The acquisition was accounted for using the purchase method of accounting.
Accordingly, a portion of the purchase price was allocated to the net assets
acquired based on their estimated fair market values. The fair market value of
assets acquired and liabilities assumed was $35,272 and $21,589, respectively.
The balance of the purchase price, $6,817, was recorded as excess of cost over
net assets acquired (goodwill) and is being amortized over 15 years on a
straight-line basis.
UNAUDITED PRO FORMA RESULTS
Unaudited pro forma consolidated results of operations are presented in the
table below for the year ended September 30, 1999. The pro forma results reflect
the Hungnong and Choong Ang fiscal year 1998 acquisitions, as well as the fiscal
year 1999 Hungnong put option purchase, as if they had occurred at the beginning
of the fiscal year:
<TABLE>
<CAPTION>
1999
--------
<S> <C>
Total revenues.............................................. $530,633
Income (loss) from continuing operations before
extraordinary items....................................... 288
Loss from continuing operations before extraordinary items
available for common stockholders......................... (6,446)
Loss from continuing operations before extraordinary items
available for common stockholders per common share
Basic and diluted......................................... $ (0.15)
Weighted average common shares outstanding
Basic and diluted......................................... 43,936
</TABLE>
F-13
<PAGE> 44
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
In management's opinion, the unaudited pro forma consolidated results of
operations may not necessarily be indicative of the actual results that would
have occurred had the acquisition been consummated at the beginning of fiscal
year 1999 or of future operations of the combined companies under the ownership
and management of the Company.
AGROCERES
On November 10, 1998 the Company purchased the assets of the vegetable
division of Sementes Agroceres, S.A. ("Agroceres"), a Brazilian company, for
$19,695. Agroceres produces and distributes vegetable seeds throughout Brazil.
The acquisition was financed through borrowings on the Company's revolving line
of credit. Pro forma results of operations have not been presented for the
acquisition because the effect of the acquisition was not material to the
Company. The results of operations of Agroceres are included in the Company's
consolidated statements of operations from the date of the acquisition and were
not material to the Company.
The acquisition was accounted for using the purchase method of accounting.
Accordingly, a portion of the purchase price was allocated to the net assets
acquired based on their estimated fair market values. The fair value of assets
acquired was $18,129. The balance of the purchase price, $1,566, was recorded as
excess of cost over net assets acquired (goodwill) and is being amortized over
15 years on a straight-line basis.
NOTE 5 -- INVENTORIES
Inventories consist of the following at September 30, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Seed................................................... $290,629 $257,774
Unharvested crop growing costs......................... 31,663 28,504
Supplies............................................... 10,995 15,466
-------- --------
Total Net Inventories........................ $333,287 $301,744
======== ========
</TABLE>
Inventories are presented net of reserves of $94,640 and $42,161 at
September 30, 2000 and 1999, respectively.
NOTE 6 -- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following at September 30,
2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Land................................................... $ 72,763 $ 70,394
Buildings and improvements............................. 137,063 108,936
Machinery and equipment................................ 70,523 69,604
Construction in progress............................... 606 24,913
-------- --------
280,955 273,847
Less: accumulated depreciation......................... (54,450) (47,212)
-------- --------
$226,505 $226,635
======== ========
</TABLE>
F-14
<PAGE> 45
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 7 -- INTANGIBLE ASSETS
Intangible assets at September 30, 2000 and 1999 consist of the following
and are net of accumulated amortization for the respective fiscal years as
parenthetically noted:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Goodwill (net of $21,654 and $11,105).................. $128,387 $128,217
Software costs (net of $8,017 and $3,378).............. 23,491 18,900
Trademarks (net of $6,101 and $5,124).................. 8,799 9,776
Germplasm (net of $58,261 and $46,084)................. 48,662 57,496
Other intangible assets (net of $6,972 and $3,505)..... 18,500 27,886
-------- --------
$227,839 $242,275
======== ========
</TABLE>
NOTE 8 -- ACCRUED LIABILITIES
Accrued liabilities consist of the following at September 30, 2000 and
1999:
<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Employee salaries and related benefits................... $46,110 $36,836
Seedmen's errors and omissions........................... 3,328 3,614
Interest................................................. 6,692 1,326
Other.................................................... 40,323 27,035
------- -------
$96,453 $68,811
======= =======
</TABLE>
NOTE 9 -- LONG-TERM DEBT
Long-term debt consists of the following at September 30, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
--------- --------
<S> <C> <C>
Syndicated credit agreement borrowings................ $ 322,300 $314,028
South Korean borrowings due in annual installments
through 2007........................................ 2,632 4,501
Other borrowings...................................... 24,194 17,458
--------- --------
349,126 335,987
Less current portion.................................. (325,658) (20,563)
--------- --------
$ 23,468 $315,424
========= ========
</TABLE>
Other borrowings consist of various domestic and foreign, government and
non-government loans of less than $2,000 each, bearing interest annually at
rates ranging from 2% to 15% through 2007.
As of September 30, 2000, long-term debt maturities are as follows:
<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30
------------
<S> <C>
2001...................................................... $325,658
2002...................................................... 4,234
2003...................................................... 3,205
2004...................................................... 3,324
2005...................................................... 2,765
Thereafter................................................ 9,940
--------
$349,126
========
</TABLE>
F-15
<PAGE> 46
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
In July 1999, the Company entered into a new credit agreement with Bank of
Montreal and Harris Trust and Savings Bank providing for a $350,000 credit
facility. The Company used a portion of the net proceeds of its initial public
offering (Note 10) and funds available under the new credit facility to pay loan
origination fees and repay indebtedness under its credit agreement dated April
30, 1999. The Company's $350,000 credit facility consists of a term loan in the
amount of $200,000 and a revolving line of credit in the amount of $150,000. The
term loan requires semi-annual payments, with the remaining balance due and the
revolving line of credit maturing on June 30, 2004. The credit agreement bears
interest in accordance with a grid pricing formula based on the achievement of a
specific debt ratio, with such interest ranging from the prime rate plus 0.5%
or, at the option of the Company, ranging from LIBOR plus 1.25% to LIBOR plus
2.0%. The effective rate at September 30, 2000 was 9.21%.
The July 1999 agreement contains a number of financial covenants, including
net worth and indebtedness tests, and limitations on its ability to make
acquisitions, transfer or sell assets, create liens, pay dividends, enter into
transactions with its affiliates or enter into a merger, consolidation or sale
of substantially all of its assets. The agreement is secured by the intellectual
property of Seminis and 100% of the shares of Seminis Vegetable Seeds, Inc., a
wholly owned subsidiary of Seminis, Inc., and shares of some other international
subsidiaries. The new credit agreement provides for events of default typical of
facilities of its type, as well as an event of default if Pulsar Internacional,
S.A. de C.V., together with its affiliates, which includes Savia, fails to hold
a majority of the board of directors or direct management of the Company or
control at least 51% of the voting rights of the Company.
In June 2000, the Company amended its credit agreement to provide for more
relaxed financial covenant ratios as well as to allow for the needed expenses
related to the Global Restructuring and Optimization Plan. The Company also
entered into a security agreement with the lenders that collateralized certain
receivables, general intangibles and inventory.
As of September 30, 2000, the Company was not in compliance with debt
covenants associated with minimum interest coverage and maximum debt ratios
under its amended July 1999 credit agreement. Based on current earnings and cash
flow forecasts, management believes that the Company will not be in compliance
with certain covenants in fiscal year 2001. As a result of management's
estimates in regards to non-compliance with certain covenants during fiscal year
2001 the outstanding debt balances under the syndicated credit agreement have
been classified as a current liability on the balance sheet as of September 30,
2000.
The lenders have granted the Company a waiver with respect to these
covenants as of September 30, 2000 that extends through December 31, 2000. The
Company is currently negotiating and expects to receive a signed waiver on
December 29, 2000 with respect to these covenants as of September 30, 2000,
December 31, 2000 and March 31, 2001 that extends through April 30, 2001, at
which time any defaults will once again arise. As of September 30, 2000, the
Company was current on all principal and interest payments due under the credit
facility. In connection with the pending waiver expected to be signed on
December 29, 2000, the lenders have indicated that they will agree to divide and
defer a $12.5 million term loan maturity due December 31, 2000 into two equal
payments of $6.25 million due March 31, 2001 and April 30, 2001. The lenders
will also require the final maturity of the term loan and the termination date
for revolving credit commitments to accelerate to June 30, 2002 from June 30,
2004. The fee for the amendment will be one quarter of one percent of the total
facility payable on June 30, 2001.
The amendment further states that by March 31, 2001, the Company is
required to present a financial plan through September 30, 2002, detailing a
proposal for the recapitalization of Seminis. Management believes that with the
current strategic initiatives, including the Global Restructuring and
Optimization Plan, that have been initiated by the Company, a financial plan
acceptable to the lenders will be provided and that a recapitalization of
Seminis is reasonably expected.
F-16
<PAGE> 47
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The amendment will require and contain additional collateral and covenants
beyond those stipulated in the original July 1999 credit agreement and the June
2000 amendment to the credit agreement as detailed above in this note. The
credit agreement will be further secured by the shares of all domestic
subsidiaries and all United States owned foreign subsidiaries, specifically
including the Company's two Korean subsidiaries. Additional security will also
include all current assets, equipment, general intangibles, intellectual
property, and significant real property of all primary domestic subsidiaries,
and general intangibles and intellectual property of all foreign subsidiaries.
New covenants will include allowable variances for cash used and provided by
operations of domestic subsidiaries during fiscal year 2001 against forecasts
provided to the lenders of the credit agreement.
The credit agreement, as expected to be amended on December 29, 2000, bears
interest in accordance with a grid pricing formula based on the achievement of a
specific debt ratio, with such interest ranging from the base rate plus 2.5%
until April 30, 2001. After April 30, 2001, the rates will revert to the
structure as stated in the July 1999 credit agreement outlined above.
In fiscal year 1999, loan origination fees of $3,611 were capitalized in
connection with the July 1999 credit agreement and are being amortized to
interest expense over the life of the agreement. Interest expense includes
amortization of loan origination fees of $843 in fiscal year 2000, $1,560 in
fiscal year 1999 and $891 in fiscal year 1998.
Upon extinguishment of the April 1999 credit agreement, the unamortized
loan fees of $4,500 relating to the agreement were charged to results of
operations as an extraordinary item of $2,790, net of tax.
At September 30, 1998, the Company's credit facility consisted of a $75,000
revolving line of credit and $300,000 in term loans. The Company used borrowings
under its April 1999 credit agreement to repay borrowings outstanding under the
old agreement existing at September 30, 1998. Upon extinguishment of the old
agreement, unamortized loan fees of $6,408, relating to the old agreement were
charged to operations as an extraordinary item of $3,973, net of tax.
The Company previously used interest rate hedge agreements to effectively
convert variable rate credit agreement debt to a fixed basis. The fair values of
hedge agreements are not recognized in the financial statements. The Company had
outstanding interest rate hedge agreements with a notional amount of $80,000 at
September 30, 1999, and an unrecognized loss of approximately $95 for fiscal
year 1999.
For the fiscal year ended September 30, 2000, the Company incurred interest
at a weighted-average rate of 8.70% per annum.
NOTE 10 -- CAPITAL STOCK AND MANDATORILY REDEEMABLE EQUITY SECURITIES
RECAPITALIZATION
In January 1999, the Board of Directors of Seminis, Inc., an Illinois
corporation, authorized the reincorporation of the Company in Delaware. In
conjunction with the reincorporation the holders of certain securities agreed to
a plan for the recapitalization of the Company (the "Recapitalization") to occur
concurrently. The Recapitalization was effective June 18, 1999 and provided for
the exchange of shares of the Illinois corporation for shares of the Delaware
corporation as follows: (i) all preferred stock was exchanged for like preferred
stock; (ii) all 6,772 shares of Class B Redeemable Common Stock ("Old Class B
Redeemable Common Stock") were converted into one-half the number of such shares
of Class B Common Stock; (iii) all Class A Common Stock was exchanged for
one-half the number of such shares of Class B Common Stock; and (iv) all options
to purchase Class C Common Stock were exchanged for options to purchase Class A
Common Stock. Immediately following the Recapitalization, the Company paid a
1-for-1 stock dividend to all holders of Class B Common Stock.
F-17
<PAGE> 48
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
INITIAL PUBLIC OFFERING
In July 1999, the Company completed an initial public offering of 13,750
shares of Class A Common Stock at an initial offering price of $15.00 per share,
raising net proceeds of $191,700. The Company used the net proceeds of the
offering and funds available under the new July 1999 credit facility (Note 9) to
pay loan origination fees, repay indebtedness under the April 1999 credit
agreement and $7,700 of a $20,000 intercompany advance from Savia (Note 15). The
remaining $12,300 of the intercompany advance was converted into 1.2 shares of
Class C Preferred Stock.
CLASS A AND B REDEEMABLE PREFERRED STOCK
On October 1, 1995, the Company acquired Petoseed Co., Inc. ("Petoseed")
through a tax-free merger (the "Merger") with George J. Ball, Inc. ("Ball"). As
part of the transaction, Seminis issued 25 shares of Class A Redeemable
Preferred Stock to the stockholders of Ball. Upon the completion of the
Company's initial public offering in July 1999, each share of Class A Redeemable
Preferred Stock automatically converted into one share of Class B Redeemable
Preferred Stock.
The Class B Redeemable Preferred Stock has no voting rights. The Company
pays quarterly dividends on all issued shares of Class B Redeemable Preferred
Stock at a rate of 8% per year. Dividends are cumulative if unpaid and are added
to the redemption value of the shares. The liquidation value of the shares is
equal to the redemption value at any point in time. Class B Redeemable Preferred
Stock is not redeemable at the option of the holder. The Company shall redeem
all outstanding shares of the Class B Redeemable Preferred Stock on October 1,
2005.
OLD CLASS B REDEEMABLE COMMON STOCK
The Company also issued 18,091 shares of Old Class B Redeemable Common
Stock to the Ball stockholders as part of the Ball Merger. In November 1997,
Savia purchased 3,895 shares of Old Class B Redeemable Common Stock from the
former Ball stockholders for $72,875 or $18.71 per share. In January 1998, the
Company repurchased 11,319 shares of Old Class B Redeemable Common Stock from
the former Ball stockholders for $211,824 or $18.71 per share. Such shares were
canceled upon repurchase.
Upon the Recapitalization in June 1999, each share of Old Class B
Redeemable Common Stock automatically converted into one share of Class B Common
Stock, however, upon the conversion, the Old Class B Redeemable Common Stock
lost its redemption and accretion rights.
The redemption price of the Old Class B Redeemable Common Stock accreted at
an annual rate of approximately 6%. The redemption price was $7.48 per share on
the June 18, 1999 conversion date, $7.15 per share on October 1, 1998 and $6.75
per share on October 1, 1997.
CLASS A COMMON STOCK
The Company is authorized to issue up to 91,000 shares of Class A Common
Stock. Upon completion of the Company's initial public offering in July 1999,
the Company issued 13,750 shares of Class A Common Stock. In addition, 3,677
shares were reserved for issuance of stock options. Class A Common Stock is
entitled to one vote per share.
CLASS B COMMON STOCK
Following the Ball Merger, Savia owned all 30,000 outstanding shares of the
Company's Class B Common Stock. During fiscal year 1998, the Company issued
7,386 shares of Class B Common Stock for cash in the amount of $138,200. The
share price of $18.71 was based on the fair market value of the Company at the
time of the transaction.
F-18
<PAGE> 49
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
In February 1999, the Company converted its convertible subordinated debt
due Savia of $35,857 into 1,916 shares of Class B Common Stock at $18.71 per
share. As part of the Company's recapitalization in June 1999, 6,772 shares of
Old Class B Redeemable Common Stock were effectively converted into the same
number of shares of Class B Common Stock. Holders of the Class B Common Stock
are entitled to three votes per share.
CLASS C PREFERRED STOCK
The Company is authorized to issue up to 12 shares of its Class C Preferred
Stock. In December 1998, Savia made an equity investment in Seminis of $10,000
in exchange for 1 shares of Class C Preferred Stock to finance the purchase of
shares of Hungnong which Seminis was obligated to purchase from the minority
shareholders of Hungnong in connection with the acquisition of Hungnong and to
provide working capital. In March 1999, Savia made an additional equity
investment in Seminis of $20,000 in exchange for 2 shares of Class C Preferred
Stock to finance working capital requirements. In July 1999, the Company
converted $12,300 of an intercompany advance from Savia into 1.2 shares of Class
C Preferred Stock. In April, May and June 2000, the company converted $22,000,
$14,000 and $6,000 respectively, of intercompany advances from Savia into 2.2
shares, 1.4 shares and .6 shares of Class C Preferred Stock. In August and
September 2000, Savia made additional equity investments of $10,000 and $14,000,
respectively, in exchange for 1.0 shares and 1.4 shares of Class C Preferred
Stock.
Shares of Class C Preferred Stock have no voting rights and are redeemable
at the option of the Company. Dividends accrue cumulatively at the rate of 10%
per year and are payable quarterly. Dividends payable through January 2001 are
payable by issuing additional fully paid and non assessable shares of Class C
Preferred Stock.
NOTE 11 -- INCOME TAXES
Income (loss) from continuing operations before income taxes and
extraordinary items consists of the following:
<TABLE>
<CAPTION>
2000 1999 1998
--------- -------- --------
<S> <C> <C> <C>
U.S. operations................................... $ (90,311) $(10,936) $(28,771)
Foreign operations................................ (15,026) 15,819 38,969
--------- -------- --------
$(105,337) $ 4,883 $ 10,198
========= ======== ========
</TABLE>
The expense (benefit) for income taxes consists of the following:
<TABLE>
<CAPTION>
2000 1999 1998
-------- ------- -------
<S> <C> <C> <C>
Current:
Federal............................................ $ 0 $(2,150) $(7,049)
State.............................................. 806 (183) (691)
Foreign............................................ 12,099 10,329 11,284
-------- ------- -------
12,905 7,996 3,544
-------- ------- -------
Deferred:
Federal............................................ (32,466) (1,705) (2,833)
State.............................................. (2,824) (145) (264)
Foreign............................................ (2,169) (3,650) 2,989
-------- ------- -------
(37,459) (5,500) (108)
-------- ------- -------
$(24,554) $ 2,496 $ 3,436
======== ======= =======
</TABLE>
F-19
<PAGE> 50
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities as of September 30, 2000 and
1999 are as follows:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Deferred tax assets:
Accounts Receivable....................................... $ 1,396 $ 2,287
Inventories............................................... 20,353 13,628
Other accruals............................................ 10,636 6,240
Net operating loss carryforwards and other credits........ 42,732 5,819
-------- --------
Total deferred tax assets......................... 75,117 27,974
Valuation allowances and reserves......................... (18,601) (7,080)
-------- --------
Net deferred tax assets........................... 56,516 20,894
-------- --------
Deferred tax assets (liabilities):
Fixed and Intangible Assets............................... (37,164) (37,967)
Accrued taxes on undistributed foreign earnings........... (13,653) (13,380)
-------- --------
Total deferred tax assets (liabilities)........... (50,817) (51,347)
-------- --------
$ 5,699 $(30,453)
======== ========
</TABLE>
The valuation allowance for deferred tax assets as of September 30, 2000
and 1999 was $18,601 and $7,080, respectively. The net change in the total
valuation allowance for the years ended September 30, 2000 and 1999 was an
increase of $11,521 and a decrease of $166, respectively.
The Company's net operating loss carryforward balance primarily relates to
a Netherlands loss carryforward of $13,655 that has an indefinite life, and
United States loss carryforward of $28,099 that will expire in 2020. Based on
management's assessment, it is highly probable that the net deferred tax assets
will be realized through future taxable earnings or alternative tax strategies.
The Company provides for federal income taxes on the undistributed earnings
of certain foreign subsidiaries. The earnings for all other foreign subsidiaries
will only be distributed to the United States to the extent any Federal income
tax can be fully offset by foreign tax credits.
The expense for income taxes varies from income taxes based on the federal
statutory rate as follows:
<TABLE>
<CAPTION>
2000 1999 1998
-------- ------- -------
<S> <C> <C> <C>
Income tax (benefit) at statutory Federal rate....... $(36,868) $ 1,709 $ 3,569
State and local income tax (benefit), net of Federal
income tax effect.................................. (1,312) (213) (180)
Research and other tax credits....................... (1,358) (1,034) (977)
Foreign earnings taxed at different rates............ (2,051) (317) 959
Net increase (decrease) in valuation allowances and
reserves........................................... 11,521 (134) (1,009)
Goodwill amortization................................ 3,558 2,672 825
Other................................................ 1,956 (187) 249
-------- ------- -------
$(24,554) $ 2,496 $ 3,436
======== ======= =======
</TABLE>
F-20
<PAGE> 51
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 12 -- EMPLOYEE BENEFITS
PENSION AND RETIREMENT PLANS
U.S. Plans. The Company maintains a Company-sponsored defined contribution
savings plan covering eligible employees. Company contributions are based on a
percentage of employee contributions and on employee salaries. Company
contributions totaled $2,499, $2,208, and $2,050 in fiscal years 2000, 1999, and
1998, respectively. The Company also maintains a qualified profit sharing plan.
Annual contributions are made at the discretion of the Company's board of
directors and totaled $440, $1,058, and $1,284 in fiscal years 2000, 1999, and
1998, respectively.
Foreign Plans. In accordance with the local statutory requirements, the
Company sponsors retirement and severance plans at several of its foreign
locations. The Company has recorded an accrual of $12,932 at September 30, 2000
and $14,358 at September 30, 1999 for anticipated payments to be made to foreign
employees upon retirement or termination.
The Company provides a defined-benefit pension plan in the Netherlands (the
"Netherlands Plan") as required by statute. The following provides a
reconciliation of the benefit obligation, plan assets and funded status of the
Netherlands Plan as of September 30, 2000 and 1999.
<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Change in projected benefit obligation:
Projected benefit obligation at beginning of year......... $32,597 $39,356
Service cost.............................................. 1,509 1,236
Interest cost............................................. 1,752 1,928
Actuarial loss............................................ 4,710 342
Benefits paid............................................. -- (2,184)
Assumptions change........................................ -- (4,558)
Translation difference.................................... (6,375) (3,523)
------- -------
Projected benefit obligation at end of year............... 34,193 32,597
------- -------
Change in plan assets:
Fair value of plan assets at beginning of year............ 36,564 36,712
Actual return on plan assets.............................. 884 3,895
Contributions............................................. 966 1,349
Benefits paid............................................. -- (2,184)
Translation difference.................................... (6,436) (3,208)
------- -------
Fair value of plan assets at end of year.................. 31,978 36,564
------- -------
Funded status of plan..................................... (2,215) 3,967
Unrecognized net loss..................................... 7,032 4,371
Unrecognized prior service cost........................... (3,380) (4,330)
------- -------
Prepaid pension asset..................................... $ 1,437 $ 4,008
======= =======
</TABLE>
F-21
<PAGE> 52
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The components of net pension expense of the Netherlands Plan, based on the
most recent valuation dates, are as follows:
<TABLE>
<CAPTION>
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
Service cost.......................................... $ 1,509 $ 1,236 $ 1,096
Interest cost......................................... 1,752 1,928 1,956
Actual gain on plan assets............................ (960) (3,992) (1,596)
Net amortization and deferral......................... (1,256) 1,403 (593)
------- ------- -------
$ 1,045 $ 575 $ 863
======= ======= =======
</TABLE>
Assumptions used in the above calculations are as follows:
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Weighted-average discount rate.............................. 6.3% 6.0% 6.0%
Rate of future compensation increases....................... 5.5 5.0 4.0
Long-term rate of return on plan assets..................... 8.0 7.5 7.5
</TABLE>
STOCK OPTION PLAN
In 1998, the Company adopted the Seminis 1998 Stock Option Plan (the "Stock
Option Plan") under which key employees and board of director members may be
granted options to purchase shares of the Company's authorized and issued Class
A Common Stock. The board of directors reserved 3,677 shares for issuance under
the plan and, in July 1998, awarded options to acquire 267 shares by plan
participants at $18.71 per share (Note 10), which was determined by independent
appraisal to be equal to fair market value. During October 1999 and August 2000,
520 options and 432 options were issued at $7.63 and $1.56 per share,
respectively. Under the Stock Option Plan, the option exercise price is equal to
fair market value at the date of grant.
Options currently expire no later than ten years from the grant date and
generally vest over four years. Proceeds received by the Company from exercises
will be credited to common stock and additional paid-in capital.
Stock option plan activity during the three years ended September 30, 2000
was as follows:
<TABLE>
<CAPTION>
NUMBER WEIGHTED AVERAGE
OF SHARES EXERCISE PRICE
--------- ----------------
<S> <C> <C>
Reserved........................................ 3,677 $ --
Grants.......................................... (267) 18.71
Exercises....................................... -- --
Cancellations................................... -- --
-----
September 30, 1998................................ 3,410 --
Grants.......................................... -- --
Exercises....................................... -- --
Cancellations................................... -- --
-----
September 30, 1999................................ 3,410 --
Grants.......................................... (952) 4.87
Exercises....................................... -- --
Cancellations................................... 135 13.02
-----
September 30, 2000................................ 2,593
=====
</TABLE>
F-22
<PAGE> 53
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table summarizes information concerning currently outstanding
and exercisable stock options:
<TABLE>
<CAPTION>
NUMBER NUMBER
OUTSTANDING EXERCISABLE
AS OF REMAINING AS OF
EXERCISE PRICE 9/30/00 CONTRACTUAL LIFE 9/30/00
-------------- ------------- ---------------- -----------
<S> <C> <C> <C>
1.56$...... 432 9.92 years 0
7.63...... 451 9.04 years 0
18.71..... 201 7.75 years 101
----- ---
1,084 101
===== ===
</TABLE>
Pro forma information regarding net income is required by SFAS No. 123.
This information is required to be determined as if the Company had accounted
for its employee stock options granted under the fair market value method of
that statement. The fair market value of options granted in fiscal year 1998 was
$16.41 per share using a minimum value method assuming a risk-free interest rate
of 5.48%, an expected life of four years and no projected dividend yields.
Unlike other permitted option pricing models, the minimum value method excludes
stock price volatility, which could not be reasonably estimated for the
Company's 1998 grants. The weighted average fair value of options granted in
fiscal year 2000 was $2.80 per share using the Black-Scholes option pricing
model, assuming a weighted average risk-free interest rate of 6.03%, an expected
life of five years and no projected dividend yields. Stock price volatility was
55% and 100% for the October 1999 and August 2000 grants, respectively.
For purposes of pro forma disclosures, the estimated fair market value of
the options is amortized to expense over the options' vesting periods. There is
no material difference in net loss per share in applying the pro forma
provisions of SFAS No. 123 for the years ended September 30, 2000, 1999 and
1998.
SUBSEQUENT EVENT
In October 2000, the Company awarded options to acquire 522 shares of Class
A Common Stock by plan participants at $1.36 per share in accordance with the
Stock Option Plan.
NOTE 13 -- COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases land, buildings, machinery and equipment under operating
leases. Rental expenses aggregated approximately $11,973, $12,420, and 9,788 in
fiscal years 2000, 1999, and 1998, respectively.
Minimum annual lease commitments under non-cancelable operating leases at
September 30, 2000 are as follows:
<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30,
-------------
<S> <C>
2001..................................................... $ 5,527
2002..................................................... 4,460
2003..................................................... 3,005
2004..................................................... 2,550
2005..................................................... 2,036
Thereafter............................................... 1,143
-------
$18,721
=======
</TABLE>
F-23
<PAGE> 54
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CONTINGENCIES
The Company has been named as a defendant in various lawsuits arising out
of alleged seedmen's errors and omissions. The Company maintains third-party
seedmen's errors and omissions insurance covering these types of claims, thus
policies are subject to annual renewal and revisions and house deductibles and
coverage limits. An accrual for management's estimate of exposure related to
such claims has been recorded in the financial statements and is disclosed in
Note 8. It is the opinion of management that the ultimate resolution of these
matters will not have a material adverse effect on the Company's consolidated
financial position or results of operations.
Historically, resolution of asserted claims has been in line with
management's expectations.
NOTE 14 -- GEOGRAPHIC INFORMATION
The Company operates principally in one business segment consisting of the
development, production and marketing of vegetable and fruit seeds. Revenues
derived from sales to external customers attributed to the Company's country of
domicile, to individual countries representing more than 10% of the Company's
consolidated net sales and to all other foreign countries in total are
summarized as follows:
<TABLE>
<CAPTION>
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Net sales:
United States.................................... $138,774 $151,271 $132,274
Italy............................................ 41,789 50,928 47,376
South Korea...................................... 60,732 53,469 13,119
Spain............................................ 28,153 28,622 24,749
Mexico........................................... 22,578 34,426 31,355
Other foreign.................................... 182,419 211,917 179,550
-------- -------- --------
Consolidated net sales................... $474,445 $530,633 $428,423
======== ======== ========
</TABLE>
Long-lived assets other than financial instruments and deferred tax assets
located in the Company's country of domicile, located in individual foreign
countries representing more than 10% of the Company's consolidated long-lived
assets and located in all other foreign countries in total in which the Company
holds assets are summarized as follows:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Long-lived assets:
United States............................................. $180,101 $170,835
The Netherlands........................................... 33,804 46,680
South Korea............................................... 194,939 203,623
Other foreign............................................. 61,694 72,403
-------- --------
Consolidated long-lived assets.................... $470,538 $493,541
======== ========
</TABLE>
NOTE 15 -- RELATED PARTIES
Balances and transactions with related parties included in the consolidated
financial statements are as follows:
(a) Research and development expenses include $2,500 in fiscal years
2000, 1999 and 1998 in biotechnology research fees incurred pursuant to an
agreement between the Company and Bionova Holding Corporation, a publicly
traded company. Savia is the majority stockholder in Bionova.
F-24
<PAGE> 55
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(b) Operating expenses for fiscal year 1998 include $8,465 in
management fees paid to Savia.
(c) Subordinated debt of $35,857 at September 30, 1998 was payable to
Savia. On February 1, 1999, the subordinated debt was converted into 1,916
shares of Class B Common Stock at $18.71 per share.
(d) At September 30, 1999, included in accounts payable is $3,924 due
to Agromod, S.A. de C.V., an affiliate of Savia, for the purchase of fixed
assets acquired by Seminis in Mexico.
(e) At September 30, 2000, Savia owned 11.70 shares of Class C
Preferred Stock. The amount consists of an equity investment made by Savia
of $10,000 in December 1998 in exchange for 1 shares of Class C Preferred
Stock to finance the purchase of shares of Hungnong (Note 2) and an equity
investment in March 1999 of $20,000 in exchange for 2 shares to finance
working capital requirements. In addition, Seminis borrowed $20,000 in
January 1999 from Savia. Seminis used net proceeds from its initial public
offering to repay $7,700 of the intercompany advance and the remaining
$12,300 was converted into 1.23 shares of Class C Preferred Stock. The
remaining 0.23 shares were issued as payment in kind dividends during
fiscal year 1999. In April, May and June 2000, Savia converted $22,000,
$14,000 and $6,000 of intercompany advances, respectively, to 2.20, 1.40
and .60 shares of Class C Preferred Stock. In August and September 2000,
Savia made additional equity investments of $10,000 and $14,000 in exchange
for 1.00 and 1.40 shares of Class C Preferred Stock. The remaining .64
shares were issued as payment of in kind dividends during fiscal year 2000.
(f) At September 30, 1999, included in accounts receivable is $2,504
due from Agroservicios Mega, S.A. de C.V., a distributor affiliated with
Savia.
(g) Subsequent Events -- In October and November 2000, Savia made
additional advances of $31,850 and $14,000, respectively.
F-25
<PAGE> 56
SEMINIS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 16 -- QUARTERLY FINANCIAL DATA (UNAUDITED)
The seed business is highly seasonal. Generally, net sales are highest in
the second fiscal quarter due to increased demand from northern hemisphere
growers who plant seed in the early spring. Seminis recorded 39.3% of its fiscal
year 2000 net sales during its second fiscal quarter. Seminis has historically
operated at a loss the first and third fiscal quarters due to lower sales during
such quarters. Seminis' results in any particular quarter should not be
considered indicative of those to be expected for a full year.
The following table sets forth results of operations data for the last
eight fiscal quarters. Net income includes extraordinary items related to the
write-off of unamortized loan fees in fiscal year 1999.
<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------------------------------------
FISCAL YEAR 2000 FISCAL YEAR 1999
----------------------------------------- -----------------------------------------
DEC. 31, MAR. 31, JUN. 30, SEP. 30, DEC. 31, MAR. 31, JUN. 30, SEP. 30,
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............................. $ 81,186 $186,604 $114,360 $ 92,295 $ 84,861 $197,450 $124,745 $123,577
Gross profit.......................... 50,336 111,863 54,724 20,417 53,010 122,690 77,172 75,412
Net income (loss) from continuing
operations before extraordinary
items............................... (19,067) 19,408 (19,247) (61,877) (18,399) 22,485 (4,633) 2,934
Net income (loss)..................... (19,067) 19,408 (19,247) (61,877) (18,399) 22,485 (8,606) 144
Income (loss) from continuing
operations before extraordinary
items available for common
stockholders........................ (20,706) 17,753 (21,613) (64,841) (19,661) 20,885 (6,638) 1,317
Income (loss) from continuing
operations before extraordinary
items available for common
stockholders per common share, basic
and diluted......................... (0.35) 0.30 (0.36) (1.08) (0.53) 0.54 (0.17) 0.02
</TABLE>
F-26
<PAGE> 57
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE AT ADDITIONS
BEGINNING OF CHARGED TO
YEAR OPERATIONS DEDUCTIONS ACQUISITIONS RECLASSIFICATION(A)
------------ ---------- ----------- ------------ -------------------
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Year Ending September 30, 1998...... 8,116,000 4,391,000 (3,965,000) 3,715,000 --
Year Ending September 30, 1999...... 12,451,000 5,199,000 (2,816,000) -- --
Year Ending September 30, 2000...... 14,838,000 4,886,000 (5,152,000) -- --
INVENTORY RESERVE
Year Ending September 30, 1998...... 33,951,000 10,120,000 (12,439,000) 11,868,000 --
Year Ending September 30, 1999...... 44,263,000 11,496,000 (14,325,000) -- --
Year Ending September 30, 2000...... 42,161,000 58,948,000 (16,085,000) -- 11,408,000
<CAPTION>
FOREIGN CURRENCY
TRANSLATION BALANCE AT
ADJUSTMENTS END OF YEAR
---------------- -----------
<S> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Year Ending September 30, 1998...... 194,000 12,451,000
Year Ending September 30, 1999...... 4,000 14,838,000
Year Ending September 30, 2000...... (394,000) 14,178,000
INVENTORY RESERVE
Year Ending September 30, 1998...... 763,000 44,263,000
Year Ending September 30, 1999...... 727,000 42,161,000
Year Ending September 30, 2000...... (1,792,000) 94,640,000
</TABLE>
---------------
(a) Amount primarily related to reserve reclassification of non-valued
(obsolete) seed from a net inventory presentation in fiscal years 1998 and
1999, to a gross inventory presentation in fiscal year 2000.
S-1
