UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended September 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No.
1-6442
ORANGE-CO, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-0918547
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2020 U.S. Highway 17 South
P.O. Box 2158
Bartow, Florida 33831 (941)533-0551
(Address of principal executive offices) (Registrant's telephone no.)
Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.50
par value
Securities registered pursuant to Section 12(g) of the Act: NONE
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.
[ ]
Aggregate market value of the common stock held by non-affiliates of
Registrant at December 6, 1995 (based on the closing price on
December 6, 1995): $40,725,620.
Number of shares outstanding of common stock, $.50 par value, as of
December 6, 1995: 10,298,475 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference in
Part III of this Annual Report on Form 10-K: Proxy Statement for the
1996 Annual Meeting of Stockholders - Items 10, 11, 12 and 13
-1-
ORANGE-CO, INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K
PAGE NO.
Part I
Item 1 - Business 3
Item 2 - Properties 12
Item 3 - Legal Proceedings 13
Item 4 - Submission of Matters to a Vote of Security Holders 13
Part II
Item 5 - Market for the Registrant's Common Stock and Related
Shareholder Matters 13
Item 6 - Selected Financial Data 13
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Item 8 - Financial Statements and Supplementary Data 24
Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 43
Part III
Item 10 - Directors and Executive Officers of the Registrant 43
Item 11 - Executive Compensation 43
Item 12 - Security Ownership of Certain Beneficial Owners
and Management 43
Item 13 - Certain Relationships and Related Transactions 43
Part IV
Item 14 - Exhibits, Financial Statement Schedule and
Reports on Form 8-K 44
-2-
PART 1
Item 1. BUSINESS
OVERVIEW
Orange-co, Inc. and subsidiaries (the "Company") is an integrated
citrus company primarily engaged in growing and processing citrus products
as well as packaging and marketing these products and other beverages. As
of November 30, 1995, the Company owned and managed approximately 15,921
acres of Florida citrus groves and the fruit harvested therefrom. The
production from these groves is principally used in the Company's citrus
processing operations in Bartow, Florida (the "Bartow Plant"). This
processing facility has concentrate, blending, single strength not
from concentrate ("NFC")juice, by-product, packaging and storage
operations providing the versatility to make many citrus and related
beverage products for sale in a variety of markets. The Company also
packages and sells non-citrus beverages to complement the citrus related
products supplied to its customers in the food service business.
Additionally, the Company offers a line of formulated citrus and
non-citrus beverage bases for reconstitution by industrial and retail
packers. The Company entered the formulated beverage base business
in August 1993 with the purchase of all of the capital stock of
International Fruit, Inc.
During the period from fiscal 1990 through fiscal 1992 the
Company sold part of its assets including its fresh fruit packing
facility at Lake Hamilton, Florida and various citrus groves
totaling approximately 3,333 acres. The proceeds from these sales
of approximately $39,247,000 were principally used to reduce the
Company's debt. All of the tax gain realized from these sales
was sheltered by the Company's tax net operating loss carryforward.
There remained approximately $5,795,000 of the tax loss carryforward
at September 30, 1995.
The Company is no longer actively marketing any significant
portion of its citrus acreage. Certain undeveloped and non-citrus
acreage may be sold if the opportunity arises. The Company from time
to time is also involved in certain land trades intended to increase
the productivity of the Company's citrus land.
The Company's processed juice production has typically varied
from season to season depending on the size of the Florida crop, the
Company's crop and other conditions in the industry. The Florida
citrus industry experiences fluctuations, which can be wide ranging,
in the size of the citrus crop harvested from season to season
causing fluctuations in citrus juice prices and therefore presenting
significant variations in industry economic conditions and opportunities.
The Company's fruit production from its groves has fluctuated in a manner
similar to the Florida citrus industry. It is anticipated that the
continuing rehabilitation of the Company's groves, located in DeSoto,
Charlotte and Polk Counties, Florida, which began in 1992, will provide
relatively more fruit from the Company's groves in the coming years as
these efforts take effect. As the Company enters the 1995-96 season,
the United States Department of Agriculture ("USDA") has announced an
anticipated Florida crop of approximately 202,000,000 boxes of round
oranges. In December 1995 the USDA revised this estimate to
approximately 204,000,000 boxes of round oranges. It is uncertain
what the effect of this size crop will be on the Company's results for
the 1995-96 fiscal year.
In May 1992, Stoneridge Resources, Inc. ("Stoneridge"), which
then owned approximately 52% of the Company's outstanding common
shares, sold those shares to Ben Hill Griffin, Inc. and an affiliate,
who collectively held approximately 51% of those shares as of
September 30, 1995. Ben Hill Griffin, Inc. is a privately owned
agribusiness corporation located in Frostproof, Florida.
-3-
The Company also had engaged in the sale of petroleum products
at the wholesale and retail level operating through its former
subsidiary, Frank Carroll Oil Company. A sale of all of the capital
stock of Frank Carroll Oil Company was completed effective September
30, 1994. The Petroleum Division, consisting only of Frank Carroll
Oil Company, has been reported as a discontinued operation since
the second quarter of fiscal 1993. (See Note 9 of the Notes to the
Consolidated Financial Statements "Discontinued Operations".)
The Company has sold certain assets of its Mexican subsidiary
OrancoMex S. A. de C.V. This subsidiary last operated in 1992 and
the Company has no future plans to operate this facility while it
continues to liquidate these assets. The assets of this subsidiary
represent less than one-half of 1% of the Company's assets at September
30, 1995.
SALES BY PRODUCT LINE
The following table sets forth the Company's sales by product
line for the past three year (in thousands).
<TABLE>
<CAPTION>
Years Ended September 30,
1995 1994 1993
<S> <C> <C> <C>
Beverage Division $106,894 $72,637 $68,092
Grove Management Division 4,431 4,119 3,846
-------- ------- -------
Sales from Continuing Operations 111,325 76,756 71,938
Discontinued Petroleum Division - 12,986 15,591
-------- ------- -------
Total Sales $111,325 $89,742 $87,529
======== ======= =======
</TABLE>
BEVERAGE DIVISION
The Company produces bulk frozen concentrated orange juice
("FCOJ") and frozen concentrated grapefruit juice ("FCGJ")
(collectively, "concentrate"), NFC orange and grapefruit
juice, reconstituted juices and several citrus by-products at its
Bartow Plant. The production of concentrate principally involves
extracting the juice from the fruit, evaporating most of the water
from the juice and then refrigerating the juice concentrate at the
proper storage temperature. The Bartow Plant's current production
capacity is estimated to be approximately 10,000,000 boxes of fruit
annually.
The production of this facility over the past five years as
measured by boxes processed is as follows:
<TABLE>
<CAPTION>
YEAR BOXES PROCESSED
<S> <C>
1990-91 3,720,000
1991-92 3,204,000
1992-93 8,149,000
1993-94 9,296,000
1994-95 9,597,000
</TABLE>
Over the past five years the Company has increased its processing
activity. This has resulted primarily from a decision by the Company
to obtain fruit from sources in addition to the Company's groves through
purchase contracts and participation agreements.
-4-
Additionally, in fiscal 1993-94 the Company expanded its bulk
concentrate storage capacity by approximately 3.8 million gallons
providing a total storage capacity of approximately 7.5 million
gallons of bulk frozen concentrated juices.
The Company packages a substantial portion of the processed
concentrate in various containers for sale to major food service
companies for ultimate distribution to restaurants, hotels,
hospitals and other food service customers. The remainder of
the orange concentrate is sold in bulk to dairies, and other
industrial users. Additionally, a portion of the fruit
is processed into NFC juice products. The Company does from
time to time, depending upon conditions then existing in the
citrus industry, vary its sales mix.
Within the food service market, the Company also provides
a full line of beverage products, to supplement its traditional
emphasis on orange juice. The Company's product line also includes
several types of juices, including orange and grapefruit, and
non-citrus beverages such as grape, apple, cranberry, fruit punch
and lemonade, a variety of 10% to 50% juice base drinks, and
liquid concentrated tea.
In August 1993 the Company expanded its drink base products to
include a line of citrus and non-citrus formulated frozen concentrated
drink bases sold to dairies and other industrial and retail packers.
This expansion took place through the purchase of all of the
outstanding stock of International Fruit, Inc., an established producer
and marketer of these products.
As previously mentioned, the Company's plant in Reynosa,
Mexico, OrancoMex S.A. de C.V., which had produced bulk FCOJ and
FCGJ and fruit salad, is idle due to the unreliability of an
economic supply of citrus fruit as a result of the 1989 freeze. The
Company has transferred certain assets to Orange-co of Florida, Inc.
and sold a significant portion of other assets of this facility while
currently exploring opportunities to dispose of the remaining
assets.
The following table sets forth the equivalent concentrate and
NFC gallons produced at the Company's plants during each
of the last five seasons. The number of gallons shown is based on a
concentrate factor of 65 degree brix, a measure of the percent of
sugar in the fruit juice.
<TABLE>
<CAPTION>
Bartow Bartow Reynosa Reynosa
Plant: Plant: Plant: Plant:
Processed Processed Processed Other
Orange Grapefruit Orange Citrus
Season Juice Juice Juice Juices Total
<S> <C> <C> <C> <C> <S>
1990-91 3,252,776 22,846 29,905 27,055 3,332,582
1991-92 4,405,788 29,884 - - 4,435,672
1992-93 6,779,429 479,954 - - 7,259,383
1993-94 7,138,798 968,449 - - 8,107,247
1994-95 7,132,492 844,309 - - 7,976,801
</TABLE>
The sales prices for bulk citrus juices sold by the Company are
determined by market prices which in the past have been subject to
fluctuations which are expected to continue. The Company has, from
time to time, used the frozen concentrate orange juice futures
market to hedge fruit, FCOJ inventory, and purchase and sales
commitments against such fluctuations.
-5-
The Bartow Plant also produces several citrus by-products. One
process extracts d'limonene oil (a chemical additive for products
such as paint thinner, cleansers and cosmetics) and other citrus
oils from orange peel and processes the remaining peel and pulp for
sale as cattle feed. A secondary extraction process is also
performed in which juice is extracted from the fruit pulp separated
from the juice during the concentrate operation. This product is
used in the production of an orange pulp wash concentrate (an ingredient
used in beverages consisting of less than 10% natural juices) and is
sold in bulk to various customers. The Bartow Plant also produces a
by-product known as pulp cells, which is sold to manufacturers for use
as a filler and flavor ingredient in citrus juice products.
The Company operates a cold storage facility at Bartow,
Florida, which is certified by the United States Customs Service for
duty deferred customs storage and by the New York Cotton Exchange as
a delivery point for FCOJ futures contracts. As previously
mentioned the Company recently expanded this facility by 3.8 million
gallons to a total capacity of 7.5 million gallons in February 1994.
THE GROVES
As of November 30, 1995, the Company owned approximately 12,870
acres of citrus groves and also managed approximately 3,051 acres of
citrus groves owned by other growers (collectively, the "Groves").
The Groves constitute approximately 1.9 % of Florida's total grove
acreage which is reported to be 853,742 acres.
As previously mentioned, the Company sold 3,333 acres of citrus
groves between August 1990 and November 1991. As of November 30,
1995 the Company is not marketing any significant acreage of citrus
groves.
The following table lists the locations of the Groves by county
and the approximate number of acres of groves owned by the Company or
and managed by the Company for other growers in Florida as of the year
ended September 30, 1995.
<TABLE>
<CAPTION>
LOCATION GROVES OWNED GROVES MANAGED
<S> <C> <C>
Polk County 386 -
DeSoto County 11,582 2,863
Charlotte County 902 188
------ -----
Totals 12,870 3,051
====== =====
</TABLE>
-6-
The following table reflects the production expressed in the
number of 90 pound boxes from Company owned and managed groves for each
of the past five seasons. The Company's harvesting and processing
activities generally begin in November of each year and continue through
the following May or June. This period of production is referred to herein
as a "season".
<TABLE>
<CAPTION>
Average
Production
Season Owned Groves Managed Groves Total Production Per Acre(1)
(in Acres) (in boxes)
<S> <C> <C> <C> <C>
1990-91 11,125 3,274(2) 4,625,000 321
1991-92 11,129 2,494 3,903,000 287
1992-93 11,583 2,544 4,160,000 294
1993-94 11,523 2,695 3,542,218 249
1994-95 11,367 2,611 5,057,925 362
</TABLE>
<F1>
(1)Calculated by dividing total production by total number of
productive grove acres owned and managed as of September 30,
1991, 1992, 1993, 1994 and 1995.
<F2>
(2)Excludes approximately 577 managed acres for 1990-91
on which the Company did not maintain participation contracts.
The following table lists the actual Florida crop of round
oranges over the past five seasons expressed in the number of ninety
pound boxes.
<TABLE>
<CAPTION>
SEASON NINETY POUND BOXES
<S> <C>
1990-91 151,600,000
1991-92 139,800,000
1992-93 186,500,000
1993-94 174,200,000
1994-95 205,400,000
</TABLE>
As previously mentioned, the USDA has announced an anticipated
Florida orange crop of approximately 202,000,000 boxes of round oranges
for the 1995-96 season. In December 1995 the USDA revised this
estimate to approximately 204,000,000 boxes of round oranges.
In addition to productive grove acreage, as of November 30,
1995, the Company owns approximately 6,843 acres of land, much of it
in the vicinity of the Groves, of which approximately 2,871 acres
are prepared for citrus planting, approximately 2,487 acres are
suitable for cultivation and 1,485 acres are used as water retention
areas, roadways and similar ancillary uses or are unusable.
The Company's plan calls for, among other actions, the
rehabilitation of its citrus acreage thereby increasing productivity,
cash flow and market values. During fiscal 1991 the Company completed
the rehabilitation of 320 acres of the Groves. During fiscal 1992
through fiscal 1995, the Company accelerated its rehabilitation of
the Groves by planting approximately 542,000 trees and installing
improved irrigation systems covering approximately 5,217 acres through
fiscal 1995.
During the 1994-95 season, substantially all of the fruit
harvested from the Groves was used in the Company's processing
plant. Most of the 1995-96 crop from the Groves is expected to be
used in the Company's processing plant.
-7-
GROVE MANAGEMENT
In addition to caring for its own groves, the Company provides
grove care, harvesting and marketing services for groves owned by
others. The Company's grove care services include periodic
application of fertilizers, herbicides and pesticides, monitoring
for diseases and pests, liaison with local water control districts
as to irrigation and drainage requirements and monitoring rainfall
and temperature information. In addition to performing these
services as part of a standard-care contract, the Company also
performs other custom-care services, including trimming, topping,
application of soil conditioners, reshaping of beds and replacement
of damaged or dead trees on an "as needed" basis. As of November
30, 1995 the Company managed 2,472 acres on a standard care-basis
and 579 acres on a custom-care basis.
Grove care contracts generally provide for services at the
Company's cost plus a negotiated fee, usually expressed as a
percentage of cost. Grove care charges are payable monthly. The
Company's grove care contracts are generally short-term in nature or
terminable upon short notice.
The Company enters into marketing contracts with growers
("participation contracts"), whereby the Company purchases
the fruit for a price to be determined by the proceeds ultimately
received by the Company for the products sold from that season's fruit
less production and overhead costs, industry assessments and a service
fee. These contracts are generally renewable annually and are terminable
upon short notice. The Company's remaining fruit purchases are either
made under annual contracts that provide for purchase based upon market
prices prevailing at the time of the agreement or are made on a "spot"
basis.
PETROLEUM PRODUCTS AND RELATED BUSINESSES
Prior to fiscal 1995 the Company was engaged in the wholesale
and retail sale of petroleum products through a subsidiary, Frank
Carroll Oil Company ("Carroll Oil"). The Company completed the sale
of 100% of Carroll Oil stock effective September 30, 1994 for total
proceeds of approximately $966,000 in cash and notes and accordingly
is no longer engaged in the sale and distribution of petroleum products.
In June 1991, the Company sold all of the assets of its wholly
owned subsidiary, Morrison Pump and Equipment Service Company and
accordingly is no longer engaged in the business of selling,
installing and servicing petroleum pumps, tanks and related
equipment.
EMPLOYEES
As of November 30, 1995, the Company employed approximately 210
full-time, non-seasonal employees in production-related activities,
including its operations at the Bartow Plant and its grove
management operations. The Company also employs approximately 88
administrative personnel. The number of employees increases
to approximately 470 during the Company's peak period of operations.
Management believes that relations between the Company and its employees
are good.
GENERAL INFORMATION REGARDING CITRUS OPERATIONS
AGRICULTURAL CONDITIONS The citrus industry is subject to various
factors over which growers and processors have limited or no
control, including weather conditions, disease, pestilence and water
supply. Although the subtropical
-8-
Florida climate generally favors cultivation of citrus fruit, no
citrus-producing area of Florida is immune from weather conditions
which can damage citrus trees and fruit. In the past, damaging
frosts or freezes have occurred throughout Florida. A freeze
can adversely affect the productivity of groves for the year in
which it occurs and for several years thereafter by causing
tree damage or destruction. Other weather conditions which
could adversely affect the groves and grove production include,
but are not limited to, drought, excessive moisture, hurricanes,
wind and hail. The Company does maintain limited crop insurance.
The Company however, does not maintain insurance on its trees.
MARKET PRICE FLUCTUATIONS Market prices for processed citrus juice
are subject to fluctuations. The variation in the size of the
citrus crop as previously mentioned has in the past resulted in
large changes in the price of FCOJ, FCGJ and related products.
Market prices are highly sensitive to crop sizes as well as other
factors such as weather and competition from foreign crops.
The Company has from time to time used the FCOJ futures market
to hedge fruit and FCOJ inventory to reduce price risk. Under this
program the Company may enter into sales contracts on the FCOJ
futures market in relation to its current and future orange juice
concentrate inventories to offset anticipated fluctuations in
concentrate prices, thereby protecting margins in advance of actual
sale and delivery. Additionally, the Company may enter into
purchase contracts for FCOJ on the futures market to reduce the
price risk and assure an adequate supply of purchased FCOJ needs.
The Company maintains accounts with brokers which have deposit
maintenance requirements that can fluctuate as a result of changes
in the price of FCOJ futures, which can affect liquidity.
GOVERNMENTAL REGULATIONS Fresh citrus fruit and processed juice are
produced and marketed under strict federal and state regulations and
supervision. The Company has experienced no difficulties in
complying with these regulations.
All property in the State of Florida is subject to the
jurisdiction of water management districts which manage water to
maximize its supply, quality and flood protection. Currently all
necessary water permits have been obtained for the Groves to date.
In the event of a water shortage, the water management districts
have the authority to restrict water usage in the Groves which could
have a material adverse effect upon the Groves and their production
of fruit. Certain of the Groves are also located within local water
management districts which are established either by the Florida
Department of Natural Resources or by the landowners themselves.
The water management districts primarily regulate the drainage and
irrigation of the lands within each district and make annual
assessments on the landowners for the costs of related improvements,
maintenance and operations.
Certain provisions of the Immigration Reform and Control Act of
1986 could limit the availability of seasonal labor necessary to
harvest the Company's crops. The Company has not experienced a
shortage of seasonal labor to date and does not anticipate a
shortage during the 1995-96 season.
During fiscal 1995 and 1994 the Company spent approximately
$231,000 and $267,000 respectively, on its spray field system for
disposing of waste water at the Bartow facility and on compliance
of other environmental matters of which approximately $52,000 were
capitalized during fiscal 1994. The Company anticipates the expenditure
of approximately an additional $500,000 during fiscal 1996 on the new
system and other environmental matters.
-9-
SEASONALITY AND WORKING CAPITAL The citrus industry is seasonal,
with the Company harvesting fruit and processing it into juice from
November through June. However, the juice is stored and sold
throughout the year and revenue levels are sometimes affected by
seasonal price movements. In contrast, the value-added food service
business has relatively small seasonal variations.
Inventories of processed juice are accumulated during each
season to enable the Company to cover sales and deliveries through
the beginning of the production cycle in the next season. This
cyclical peaking of processed juice inventories generally results in
a need for larger amounts of working capital during certain times of
the year. The Company principally uses a line of credit to finance
inventories. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital
Resources."
COMPETITION The Company competes with numerous growers and
processors, some of which are larger than the Company. Price,
quality and marketing are the principal competitive factors in
selling processed juices. The Company believes that its production
capacity and efficiencies, when fully utilized, enhance its ability
to compete. Because of the size of the domestic citrus industry,
no individual grower or processor can exercise appreciable influence
over the selling price of the Company's bulk citrus products nor
the price of its fruit. However, the market for the Company's
value-added beverage products sold to food service customers is
characterized by fewer producers some of which are significantly
larger than the Company and influence the market price for
these products. Although the Company accounted for approximately
5.1% of Florida FCOJ production during the 1994-95 season,
several other producers account for greater percentages.
Foreign processors of concentrate, particularly Brazilian, are
believed to produce concentrate at a lower cost than that produced
in the United States. Brazilian processors may also receive
subsidies from the Brazilian government to which there are no
comparable benefits received by domestic processors. The effect of
these cost advantages is partially diminished by a United States
import tariff. Nevertheless, because of the volume of their exports
to the United States and other countries and their lower cost of
production, Brazilian producers may affect the selling prices for
concentrate, and Brazilian exports of concentrate have been viewed
by many in the industry as a competitive threat to domestic
processors. Even so, the Company considers Brazilian exports
to be a potential source of supply during periods when domestic
citrus products are unavailable or in short supply. The Company
believes that the continued development of markets for concentrate,
such as Japan and Europe, may offset to some extent the impact
of Brazilian competition.
Competition from Mexico may increase with the implementation of
the North American Free Trade Agreement ("NAFTA") with Mexico, which
was implemented in January 1994. This Agreement provides for the
elimination of United States tariffs on citrus products imported
into the United States from Mexico over a 15 year period, increasing
competition for domestic suppliers.
The Company has several registered trademarks which are not
currently in use.
FOREIGN AND DOMESTIC OPERATIONS The Company derived approximately
13.9% 15.2%, and 6.2% of its revenue from foreign sales during
fiscal 1995, 1994, and 1993 respectively. All of the Company's
foreign sales are from Florida operations.
Substantially all of the Company's assets are located in the
State of Florida except for the assets of its Mexican citrus
processing facility which
-10-
represents less than one half of 1% of the Company's total assets.
The plant, located in Reynosa, Mexico, is owned by OrancoMex,
S.A. de C.V., a wholly owned subsidiary of the Company. As
previously mentioned, certain assets of this subsidiary have been
sold and the Company will continue to liquidate the assets of
this subsidiary.
BUSINESS SEGMENTS During fiscal 1995 the Company's gross sales, net
income and assets were wholly attributable to its remaining citrus
business. During fiscal 1994 the Company's gross sales, pretax
income and assets were attributable to its then two business
segments: (1) citrus fruit, processed juice, and grove management;
and (2) petroleum and related product sales. The Company's citrus
related segment represented approximately 85.5% of the Company's
gross revenues for the year ended September 30, 1994 and all of the
Company's assets as of September 30, 1994. The Company's petroleum
and related product sales operation is reported as the Discontinued
Petroleum Division and represented approximately 14.5% of the
Company's gross revenues for the year ended September 30, 1994. (See
Note 16 of the Notes to Consolidated Financial Statements "Business
Segments".) As previously mentioned the Company sold its Petroleum
Division as of September 30, 1994.
The Company has two customers that accounted for 21.0% and
14.9% of the citrus segment's revenue for fiscal 1995. Relationships
between the Company and these two customers are currently good and
are expected to remain so. All other customers in the citrus segment
individually account for less than 10% of total sales for this
segment. For further information on significant customers over 10%
of total Company Sales see Note 1 of the Notes to Consolidated
Financial Statements "Summary of Significant Accounting Policies".
-11-
Item 2. PROPERTIES
The following table sets forth certain information regarding
the principal properties owned by the Company and its wholly owned
subsidiaries as of November 30, 1995.
<TABLE>
<CAPTION>
Location General Character Approximate Size
<S> <C> <C>
Polk, Charlotte and Citrus groves and 19,695 acres
DeSoto, Counties, FL(1) related acreage
Bartow, FL (1) Citrus processing plant 371 acres
70,000 boxes per day
average capacity
Concentrate storage 7,500,000 gallon
facility storage capacity
Wauchula, FL(2) Concentrate storage 69 acres
facility
(Decommissioned)
DeSoto County, FL Undeveloped land 965 acres
Reynosa, Mexico(2) Citrus processing plant 8.5 acres
(Decommissioned)
</TABLE>
<F1>
(1)Portions of these properties are encumbered by certain mortgages.
<F2>
(2)These properties are being held for sale. The facility in
Reynosa, Mexico is currently non-operational and has been partially
disposed.
Management believes that the Company's Bartow plant and related
storage facilities are in good operating condition and are adequate
to support its current operations.
The Company is currently offering for sale various properties,
including certain undeveloped land and various idle production
facilities, among them two former citrus processing plants which
have been partially dismantled. These properties have an aggregate
net book value as of September 30, 1995 of approximately $692,000.
The Company has a program to consolidate certain of its grove
holdings into more contiguous and more efficient parcels and has
begun the rehabilitation of selected parcels through the installation
of more effective irrigation systems and significant replanting of
citrus trees. The Company has also committed to certain other
improvements including those to its Bartow citrus processing facility
(See Management's Discussion and Analysis of Financial Condition and
Results of Operations: Liquidity and Capital Resources).
A portion of the Company's properties are subject to mortgages
securing long-term debt or are covered by negative pledges restricting
mortgages or pledges of such properties. (See Notes 4 and 7 of the Notes
to Consolidated Financial Statements "Property and Equipment" and "Notes
Payable to Banks and Long-term Debt".)
-12-
ITEM 3. LEGAL PROCEEDINGS
There are no reportable legal proceedings under this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SHAREHOLDER MATTERS
The Company's common stock is traded on the New York Stock
Exchange under the symbol "OJ". The following table sets forth the
range of high and low closing prices per share for each full quarterly
period within the two most recent fiscal years.
<TABLE>
<S> <C> <C>
Fiscal 1995 High Low
First Quarter $5-5/8 $5-1/8
Second Quarter 6-1/4 5-3/8
Third Quarter 6-3/4 6
Fourth Quarter 7-7/8 6-1/4
Fiscal 1994 High Low
First Quarter $5-1/4 $4-5/8
Second Quarter 6-3/8 5-1/8
Third Quarter 5-7/8 5-1/4
Fourth Quarter 6-3/8 5-1/2
</TABLE>
On December 6, 1995 there were approximately 4,491 named holders of
record of the Company's common stock.
On November 16, 1995 the Company declared a dividend of $.10 per
common share to be paid on February 1, 1996 for shareholders of record
as of January 5, 1996. The Company last paid a dividend of $.02 per
share on its common stock in November 1988. Any payment of cash dividends
in the future will be dependent upon the Company's financial condition,
loan covenants, capital requirements, earnings, and other factors that the
Company deems relevant.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data as of, and for the years
ended September 30, 1995, 1994, 1993, 1992 and 1991, have been
derived from the audited financial statements of the Company. Sales
and net income from continuing operations before income taxes
reflect the treatment of the Petroleum Division as a discontinued
operation on a consistent basis. The following data should be read
in conjunction with, and is qualified in its entirety by reference
to the
-13-
financial statements and the accompanying notes contained
elsewhere in this report under the heading "Financial Statements and
Supplementary Data".
<TABLE>
<CAPTION>
Years Ended September 30, 1995, 1994, 1993, 1992 and 1991,
Historical(1)
(in thousands, except per share data)
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Sales $111,325 $76,756 $71,938 $79,890 $64,368
Income(loss) from continuing
operations before income
taxes and cumulative effect
of a change in accounting
principle $ 14,776 $ 5,886 $ 3,759 $10,298 $(1,624)
Net Income(loss) before
cumulative effect of a
change in accounting
principle $ 9,135 $ 3,345 $ 1,088 $ 7,981 $(2,070)
Cumulative effect of FAS
No. 109 $ - $ - $ - $ - $(3,444)
Net income(loss) $ 9,135 $ 3,345 $ 1,088 $ 7,981 $(5,514)
Net income(loss) per
common share before
cumulative effect of a
change in accounting
principle $ .89 $ .32 $ .11 $ .78 $ (.20)
Cumulative effect of FAS
No. 109 $ - $ - $ - $ - $ (.34)
Net income(loss) $ .89 $ .32 $ .11 $ .78 $ (.54)
</TABLE>
<TABLE>
<CAPTION>
As of September 30, 1995, 1994, 1993, 1992 and 1991
(in thousands)
<S> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991
BALANCE SHEET DATA
Total assets $171,012 $169,404 $139,802 $136,295 $137,856
Long-term debt (less
current portion) $ 31,252 $ 38,499 $ 19,683 $ 21,437 $ 31,893
Stockholders' equity $ 99,932 $ 90,797 $ 87,452 $ 86,090 $ 77,409
</TABLE>
On November 16, 1995 the Company declared a dividend of $.10
per common share to be paid on February 1, 1996 for shareholders of
record as of January 5, 1996. The Company last paid a dividend of
$.02 per share on its common stock in November 1988.
<F1>
(1)Not covered by accountant's report.
-14-
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FISCAL 1995 VERSUS FISCAL 1994
The discussion that follows is based on the Consolidated
Statements of Operations and compares the results of the Company's
continuing operations for the year ended September 30, 1995 to the
Company's continuing operations for the year ended September 30,
1994.
The following table reflects changes in sales, cost of sales
and gross profit by division and other changes in the Statements of
Operations through net income from continuing operations between the
respective periods. The respective statements have excluded sales,
cost of sales, gross profit, selling, general and administrative
expenses, interest expense and all other items of profit and loss
related to the Petroleum Division. (See Note 9 of the Notes to the
Consolidated Financial Statements "Discontinued Operations".)
<TABLE>
<CAPTION>
Year Ended September 30, 1995 vs. Year Ended September 30, 1994
Increases/(Decreases)
(in thousands)
<S> <C <C> <C>
Cost of
Goods Net
Sales Sold Change
Beverage Division $34,257 $25,193 $9,064
Grove Management Division 312 372 (60)
------- ------- -------
Continuing operations $34,569 $25,565 9,004
======= =======
Other costs and expense, net:
Selling, general and administrative . . . . . . . . (546)
Gain on disposition of property and equipment and
property for disposition . . . . . . . . . . . . . 542
Other expense . . .. . . . . . . . . . . . . . . . (183)
Interest . . . . . . . . . . . . . . . . . . . . . . . 73
-------
Income from continuing operations. . . . . . . . . . . . 8,890
Provision for income taxes from continuing operations . . 3,148
-------
Net income from continuing operations . . . . . . . . . . $5,742
=======
</TABLE>
RESULTS OF OPERATIONS
SALES
Total net sales from continuing operations increased approximately
$34,569,000 or 45.0% for the fiscal year ended September 30, 1995 compared
to the prior year ended September 30, 1994. The principal increase of
approximately $34,257,000 occurred in the Beverage Division. The Grove
Management Division sales increased approximately $312,000 compared to the
prior year.
BEVERAGE DIVISION The Beverage Division sales increased approximately
$34,257,000 during fiscal 1995 compared to the prior year.The principal
component of this increase was an increase of approximately $22,215,000
in the revenues from the Company's bulk citrus juice products due
to higher volumes of products sold. The increases in volumes were
due primarily to an improved sales program for the bulk citrus juice
products and a higher level of carryover inventory from the prior
year. These increases in volume of bulk citrus products sold
during fiscal 1995 were partially offset by decreases in
-15-
prices for these products of approximately $1,162,000 compared to the
prior year. In October 1994 the United States Department of
Agriculture ("USDA") announced a Florida crop estimate of approximately
196,000,000 boxes of round oranges for the 1994-95 season which was
significantly larger than the 1993-94 crop of 174,200,000 boxes of
round oranges. This 1994-95 estimate by the USDA was revised at
the end of the season to approximately 205,400,000 boxes of round
oranges which is the second largest Florida crop in history. As we
enter the 1995-96 season the USDA has estimated this crop at 204,000,000
boxes.
Sales of the Company's packaged citrus juices increased
approximately $1,374,000 during fiscal 1995 compared to the prior
year. Higher prices accounted for an increase in revenues of
approximately $470,000 during fiscal 1995. Additionally, an
increase in the revenues of approximately $904,000 compared to the
prior year resulted from higher volumes of these products being
sold.
The Company's non-orange packaged juices and drink base sales
increased approximately $3,347,000 during fiscal 1995 compared to
the prior year. Increases in the volume of sales of these products
accounted for increases of approximately $4,559,000. Partially
offsetting this increase was a decrease in prices of these products
of approximately $1,212,000.
Revenues from the sale of the Company's citrus by-products,
including, feed, pulp cells, and citrus oils increased approximately
$5,093,000 during fiscal 1995 compared to the prior year. The
principal component of this increase in sales of approximately
$3,015,000 resulted from an increase in volume of sales. Additionally,
sales of these products increased approximately $2,078,000 as a result
of increased prices during fiscal 1995 compared to the prior year.
Storage, handling, processing citrus for customers under
contract, and other revenues increased approximately $3,390,000
during fiscal 1995 as a result of an increase in the volume of these
services performed compared to the prior year.
GROVE MANAGEMENT DIVISION Grove Management Division revenues increased
approximately $312,000 or 7.6% during fiscal 1995 compared to the prior
year. The principal increase during fiscal 1995 of approximately $509,000
was due to an increase harvesting revenues as a result of the larger crop.
Additionally, there was an increase in revenues from grove caretaking
activities of approximately $211,000. Revenues from the sale of fruit
to third party packers and processors decreased by approximately
$408,000 during fiscal 1995 compared to the prior year.
GROSS PROFIT
Gross profit for fiscal 1995 increased approximately $9,004,000
or 81.0% compared to the prior year. The Beverage Division provided
an increase in gross profit of approximately $9,064,000 which was
only slightly offset by a decrease in gross profit of approximately
$60,000 in the Grove Management Division.
BEVERAGE DIVISION Gross profit of the Beverage Division increased
approximately $9,064,000 as previously mentioned. The principal
increase in gross profit of approximately $4,660,000 resulted from
the sales of bulk citrus juice products. Of this increase approximately
$4,108,000 primarily resulted from lower costs of raw fruit and
purchased concentrate used in the production of bulk citrus products
during fiscal 1995 compared to the prior year. Additionally, the
increase in the volume of sales of bulk citrus products previously
mentioned provided an increase in gross profit of approximately
$1,714,000. Partially
-16-
offsetting these increases was a decrease in gross profit of
approximately $1,162,000 as a result of lower prices compared
to the prior year.
The Company has in the past utilized and may in the future
utilize the FCOJ futures market to hedge fruit inventory, anticipated
requirements and sales commitments of FCOJ. The effects of this hedging
activity, if any, are reflected in sales or in the cost of inventories
and flow through the Consolidated Statements of Operations as the
associated products are sold. As of September 30, 1995 the Company
held contracts for FCOJ futures with unrealized gains of approximately
$86,000 which would have been realized if said positions had been
prematurely liquidated on that date. These unrealized gains are
based upon the closing market price of equivalent futures obligations and
do not necessarily represent prices at which the Company expects to sell
the FCOJ.
Gross profit from the sale of the Company's packaged citrus juice
products increased approximately $459,000 during fiscal 1995 compared to
the prior year. Increases in prices of these products sold accounted for
an increase in gross profit of approximately $471,000. This increase was
reduced approximately $12,000 as a combined result of lower volumes and
lower costs.
Gross profit from the sale of the Company's non-orange packaged
juices and drink base products increased approximately $58,000 as a
combined result of price and cost of production decreases on higher
volumes.
The sale of the Company's by-products provided an increase in
gross profit of approximately $2,136,000 during fiscal 1995 compared
to the prior year. This increase was the result of increases in
gross profit of approximately $4,343,000 due to higher prices and
increased volume of sales partially offset by increased costs of
approximately $2,207,000.
Gross profit from storage, handling and other activities
increased by approximately $1,751,000 due to increases in volume of
these activities, offset by some operating cost increases.
GROVE MANAGEMENT DIVISION Grove Management gross profit decreased
approximately $60,000 during fiscal 1995 compared to the prior year.
Gross profit decreased approximately $117,000 as a result of a
decrease in the volume of fruit sold to third party packers and
processors. Partially offsetting this decrease was an increase in
gross profit from grove caretaking of approximately $40,000 compared
to the prior year. The decrease was further offset by an increase in
gross profit from harvesting activities of approximately $17,000 due
to a higher volume of boxes harvested.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased approximately
$546,000 or 13.5% for fiscal 1995 compared to the prior year. Of this
increase approximately $569,000 resulted from an increase in salary and
benefit costs compared to the prior year. Offsetting this increase was a
reduction in other costs of approximately $23,000 compared to the prior year.
GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT
The gain on the disposition of property and equipment increased
approximately $542,000 for the fiscal year ended September 30, 1995
compared to the prior year. The principal reason for this increase
was a gain of approximately $453,000 on the involuntary conversion
of certain assets. (See Note
-17-
8 "Nonrecurring Gains and Losses" of the Notes to the Consolidated
Financial Statements.) There was no comparable activity in the prior year.
OTHER
Other costs increased approximately $183,000 in fiscal 1995
compared to the prior year as a result of a charge for a valuation
adjustment of certain idle properties of approximately $591,000.
This charge was partially offset by business interruption insurance
proceeds received of approximately $450,000 for losses incurred
from the previously mentioned involuntary conversion. (See Note 8
"Nonrecurring Gains and Losses" of the Notes to the Consolidated
Financial Statements.) There was no comparable activity in the
prior year.
INTEREST EXPENSE
Interest expense decreased by approximately $73,000 or 4.4% in
fiscal year 1995 compared to the prior year. The primary reason for
this decrease was a reduction of approximately $101,000 due to an
increase in interest income earned during fiscal 1995. Additionally,
interest on outstanding debt decreased approximately $43,000 due to
lower outstanding balances and capitalized interest increased approximately
$22,000. Also, amortization of deferred loan costs and other related
expenses decreased approximately $43,000 during fiscal year 1995.
Offsetting these reductions was an increase of approximately $136,000
due to an increase in interest rates during fiscal year 1995 as compared
to the prior year.
OTHER SIGNIFICANT EVENTS
As previously mention, the USDA has announced an anticipated Florida
crop of approximately 202,000,000 boxes of round oranges for the 1995-96
season. In December 1995 the USDA revised this estimate to approximately
204,000,000 boxes of round oranges.
The Company's sales or costs were not impacted significantly by
the effects of general price level inflation during fiscal 1995.
-18-
FISCAL 1994 VERSUS FISCAL 1993
The discussion that follows is based on the Consolidated
Statements of Operations and compares the results of the Company's
continuing operations for the year ended September 30, 1994 to the
Company's continuing operations for the year ended September 30,
1993.
The following table reflects changes in sales, cost of sales
and gross profit by division and other changes in the Statements of
Operations through net income from continuing operations between the
respective periods. The respective statements have excluded sales,
cost of sales, gross profit, selling, general and administrative
expenses, interest expense and all other items of profit and loss
related to the Petroleum Division. (See Note 9 of the Notes to the
Consolidated Financial Statements "Discontinued Operations".)
<TABLE>
<CAPTION>
Year Ended September 30, 1994 vs. Year Ended September 30, 1993
Increases/(Decreases)
(in thousands)
<S> <C> <C> <C>
Cost of
Goods Net
Sales Sold Change
Beverage Division $4,545 $3,189 $1,356
Grove Management Division 273 178 95
------ ------ -------
Continuing operations $4,818 $3,367 1,451
====== ======
Other costs and expense, net:
Selling, general, and administrative . . . . . . . (56)
Gain on disposition of property and equipment
and property held for disposition . . . . . . . . . 342
Other expense . . . . . . . . . . . . . . . . . . 263
Interest . . . . . . . . . . . . . . . . . . . . . . . . 127
-------
Income from continuing operations. . . . . . . . . . . . 2,127
Provision for income taxes from continuing operations . (954)
-------
Net income from continuing operations . . . . . . . . . $1,173
=======
</TABLE>
RESULTS OF OPERATIONS
SALES
Total net sales from continuing operations increased
approximately $4,818,000 or 6.7% for the fiscal year ended September
30, 1994 compared to the prior year ended September 30, 1993. The
principal increase of approximately $4,545,000 occurred in the
Beverage Division. The Grove Management Division sales increased
approximately $273,000 compared to the prior year.
BEVERAGE DIVISION The Beverage Division sales increased approximately
$4,545,000 during fiscal 1994 compared to the prior year. Revenues
from the sale of the Company's bulk citrus juice products increased
approximately $4,780,000 as a result of offsetting increases and decreases.
Prices for the bulk citrus juice products increased approximately $5,847,000
during fiscal 1994 compared to the prior year. These higher prices were
primarily a result of a somewhat smaller Florida crop from the 1993-94
season of approximately 174,200,000 boxes of oranges compared to the 1992-93
crop of approximately 186,500,000 boxes of oranges. The Florida citrus
industry is highly cyclical, subject to varying weather conditions and other
natural phenomena, sometimes creating fluctuations in economic conditions
and opportunities. The price increases were partially offset by a
-19-
sales decrease in bulk citrus juice products of approximately $1,067,000
during fiscal 1994 as a result of a decrease in volume of bulk citrus
juice sales.
Sales of the Company's packaged citrus juices sold primarily to
the food service industry decreased approximately $2,804,000 during fiscal
1994 compared to the prior year. Prices increased approximately $541,000
but were more than offset by a decrease in volume of sales of these products
of approximately $3,345,000 compared to the prior year. This volume
decrease was principally due to the decision of one of the Company's food
service customers to move its business to an alternate supplier in early
fiscal 1993.
The Company's non-orange and drink base sales increased approximately
$750,000 during fiscal 1994 compared to the prior year. The volume of sales
of these non-orange and drink base products increased approximately
$1,294,000 principally as a result of increased sales of the Company's new
line of drink base products acquired with the purchase of International
Fruit, Inc. This increase in volume was partially offset by price
decreases of approximately $544,000 on these products during fiscal 1994
compared to the prior year.
Revenues from the sale of the Company's by-products, including
feed, pulp cells, and citrus oils, increased approximately $2,516,000 as
a result of a higher volume of by-products being sold during fiscal 1994
compared to the prior year due primarily to increased production.
Storage, handling, processing citrus for customers under contract,
and other revenues decreased approximately $697,000 principally as a result
of decreased volume during fiscal 1994 compared to the prior year.
GROVE MANAGEMENT DIVISION Grove Management Division sales increased
approximately $273,000 or 7.1% during fiscal 1994 compared to the prior
year. The principal increase of approximately $188,000 resulted from the
sale of fruit to third party packers and processors primarily from higher
prices compared to the prior year. Additionally, revenues from grove
caretaking and harvesting activities increased approximately $85,000 during
fiscal 1994 compared to the prior year.
GROSS PROFIT
Gross profit from continuing operations increased approximately
$1,451,000 or 15.0% for the fiscal year ended September 30, 1994
compared to the prior year ended September 30, 1993. The principal
increase of approximately $1,356,000 occurred in the Beverage
Division. Additionally, the Grove Management Division gross profit
increased approximately $95,000 during fiscal 1994 compared to the
prior year.
BEVERAGE DIVISION The gross profit of the Company's Beverage
Division increased approximately $1,356,000 during fiscal 1994
compared to the prior year. The principal increase of approximately
$1,474,000 resulted from the sale of bulk citrus juice products
during fiscal 1994 compared to the prior year. Of this amount,
price increases on these products accounted for an increase in gross
profit of approximately $5,847,000, which in part resulted from the
somewhat smaller 1993-94 Florida crop previously mentioned compared
to the prior year. Partially offsetting these increases were
decreases in gross profit of approximately $4,373,000 as a combined
result of higher cost of raw fruit and concentrate used in the
production of bulk citrus juices and lower volumes sold compared to
the prior year. The higher costs were due in part to the prior year's
-20-
lower cost carryover inventory being depleted during the second
quarter of fiscal 1994 and fiscal 1994's higher cost inventory
beginning to be utilized.
The Company has in the past utilized and may in the future
utilize the FCOJ futures market to hedge fruit inventory, anticipated
requirements and sales commitments of FCOJ. The effects of this
hedging activity, if any, are reflected in sales or the cost of inventories
and flow through the Consolidated Statements of Operations as the
associated products are sold. As of September 30, 1994 the Company held
contracts for FCOJ futures with unrealized gains of approximately $132,000
which would have been realized if said positions would have been prematurely
liquidated on that date. These unrealized gains are based upon the closing
market price of equivalent futures obligations on that date and do not
necessarily represent prices at which the Company expected to sell the
FCOJ.
Gross profit on the sale of packaged citrus juice products sold
primarily to the food service industry decreased approximately $133,000
during fiscal 1994 compared to the prior year. The principal decrease
resulted from a decrease in the volume of these products of approximately
$722,000 compared to the prior year. Partially offsetting this decrease
was an increase in gross profit of approximately $589,000 as a combined
result of higher prices and lower conversion costs during fiscal 1994
compared to the prior year.
The gross profit from the sale of the Company's non-orange and
drink base products increased approximately $523,000 during fiscal 1994
compared to the prior year. This increase was principally as a
result of lower costs of production of approximately $1,152,000 partially
offset by a decrease in the price of these products of approximately
$544,000. Additionally, reduced volumes in fiscal 1994 decreased gross
profit approximately $85,000 compared to the prior year.
By-products, including feed, pulp cells, and citrus oils, provided
an increase in gross profit of approximately $1,957,000 during fiscal
1994 as a result of increased volume and lower costs of production.
Gross profit from storage, handling, and other activities decreased
approximately $426,000 during fiscal 1994 principally as a result of
decreased activity compared to the prior year.
At the end of the third quarter of fiscal 1994 the Company
provided for a write-down of approximately $1,547,000 to its various
bulk inventories as a net realizable value adjustment relative to
the anticipated market prices for these products as of June 30,
1994. Market prices are highly sensitive to crop sizes as well as
other factors such as weather and competition from foreign crops.
Additionally, during the fiscal year ended September 30, 1994 the
Company recognized approximately $492,000 in losses on long
positions in excess of anticipated purchase requirements.
GROVE MANAGEMENT DIVISION Grove Management Division gross profit
increased approximately $95,000 or 11.1% during fiscal 1994 compared
to the prior year. The principal increases of approximately $76,000
and $67,000 resulted from the sale of fruit to third party packers
and processors and the Company's grove caretaking activities.
Partially offsetting these increases was a decrease of approximately
$48,000 in harvesting gross profit during the fiscal 1994 compared
to the prior year.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling0, general and administrative expenses increased approximately
$56,000 or 1.4% for fiscal 1994 compared to the prior year. Of this
increase approximately
-21-
$187,000 resulted from an increase in labor costs compared to the
prior year. Offsetting this increase was a reduction in other costs
of approximately $131,000 compared to the prior year.
GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT
The gain on the disposition of property and equipment increased
approximately $342,000 for the fiscal year ended September 30, 1994
compared to the prior year. The principal reason for this increase
was a gain of approximately $484,000 on the sale of commercial properties
as compared to the gain on the sale of certain idle properties of
approximately $142,000 during fiscal 1993.
OTHER
Other costs decreased approximately $263,000 in fiscal 1994
compared to the prior year as a result of a charge-off of certain
current assets in fiscal 1993 for which there was no comparable
charge during fiscal 1994.
INTEREST EXPENSE
Interest expense decreased by approximately $127,000 or 7.0% in
fiscal 1994 compared to the prior year. The primary reason for this
decrease was a reduction of approximately $813,000 due to lower
interest rates during fiscal 1994. Additionally, interest capitalized
during fiscal 1994 increased approximately $157,000 compared to the prior
year. Also, amortization of deferred loan costs and other related expenses
decreased approximately $113,000 during fiscal 1994 as compared to the
prior year. Offsetting these reductions was an increase of approximately
$956,000 which resulted from an increase in the outstanding principal
balance during fiscal 1994.
OTHER SIGNIFICANT EVENTS
As of September 30, 1994 the Company sold all of its stock in
Frank Carroll Oil Company ("FCOC"). The Company continued to
operate FCOC throughout fiscal 1994 while it negotiated for that
sale.
The Company's sales or costs were not impacted significantly by
the effects of general price level inflation during fiscal 1994.
LIQUIDITY AND CAPITAL RESOURCES
The Company's Bartow processing plant normally operates from
early November through late May or June. While the plant is in
operation, the inventory of processed juice increases to a level
which will cover anticipated deliveries until the following November
when the plant begins operation again. The Company's working
capital credit facility is generally utilized to finance these
inventories. Borrowings under this credit facility normally peak in
late May or June. The Company began processing activities for the
1994-95 season in early November and completed processing of fruit
in May.
The Company's ability to generate cash adequate to meet its
needs, including the refinancing of its inventories and trade
receivables, has been supported primarily by cash flow from
operations and periodic borrowings under its $40 million credit
facility. This facility is secured principally by most of the
Company's current assets. The outstanding balance at September 30,
1995
-22-
was approximately $17,094,000 and approximately $12,353,000 of
additional borrowings were available under this facility. As of
January 27, 1995 the facility was increased from $30 million to
$40 million. The interest rate is variable based upon the
financial institution's cost of funds plus a margin. The terms of
this agreement call for repayment of the principal amount in January
1997; accordingly, it is classified as long-term. As of November
30, 1995, the Company's outstanding balance was approximately
$18,983,000 and approximately $13,376,000 of additional borrowings
were available under this facility. The Company anticipates that
the working capital facility will be adequately serviced with cash
proceeds from operations.
Additionally, as of September 30, 1995 the Company had a $6
million short-term capital revolving credit facility to provide
interim financing for capital projects. As of September 30, 1995
there was no outstanding balance on this facility. The interest
rate on this facility is variable based upon the financial
institution's cost of funds plus a margin.
Current assets decreased approximately $4,602,000 as of
September 30, 1995 compared to the fiscal year ended September 30,
1994. The principal component of this was a decrease in inventories
of approximately $7,484,000 in the current year due to the Company's
increased sales previously mentioned. The Company's accounts
receivable balance increased approximately $2,498,000 compared
to the prior fiscal year. There was an increase in cash and
short-term cash investments of approximately $80,000 and advances
on fruit purchases increased approximately $312,000 to approximately
$787,000.
Current liabilities decreased approximately $2,709,000 during
fiscal 1995 compared to the fiscal year ended September 30, 1994.
The principal component of this decrease was a $4,000,000 payment of
short-term borrowings as previously mentioned. There was an increase
of approximately $1,333,000 in accounts payable and accrued liabilities
as a result of incidental differences in the timing of the payment
of participation and various trade accounts. Also the current portion
of long-term debt decreased approximately $42,000.
At September 30, 1995 the Company's outstanding long-term debt
was approximately $31,252,000 including the working capital facility
of approximately $17,094,000. In addition, current installments of
long-term debt were approximately $2,094,000 with the remaining
amounts due on various dates over the subsequent thirteen years.
The Company anticipates that amounts due over the next twelve months
will be paid out of working capital. At September 30, 1995, the
Company was in compliance with its loan covenants.
The Company completed the installation of new irrigation
systems for 2,187 acres of Company-owned Joshua, Polk County and
Bermont groves during fiscal 1995 at a cost of approximately
$1,811,000. Irrigation improvements to an additional 1,084 acres
are currently under construction. Additional expenditures of
approximately $2,964,000 were made during the current year primarily
for the purpose of improving the efficiency and capacity of the
Bartow processing facility. Also during fiscal 1995 expenditures of
approximately $1,052,000 were made for grove operations equipment other
than for irrigation. The Company anticipates that these improvements
will be financed principally from working capital or by securing
additional funds under existing mortgages.
-23-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX
Pages
(1) Financial statements.
The Company's Financial Statements included in Item 8
hereof, as required at September 30, 1995, 1994 and
1993.
Report of Independent Certified Public Accountants 25
Consolidated Balance Sheets 26
Consolidated Statements of Operations 27
Consolidated Statements of Cash Flows 28
Consolidated Statements of Stockholders' Equity 29
Notes to Consolidated Financial Statements 30-41
(2) Financial Statement Schedule. Financial Statement
Schedule of the Company appended hereto, as required at
September 30, 1995, 1994 and 1993.
Schedule VIII-Allowance for Doubtful Accounts 42
(3) All other schedules to the Consolidated Financial
Statements required by Article 12 of Regulation S-X are
not required under the related instruction or are
inapplicable and therefore have been omitted.
-24-
INDEPENDENT AUDITORS REPORT
The Board of Directors and Stockholders
Orange-co, Inc. and Subsidiaries:
We have audited the accompanying consolidated balance sheets of
Orange-co, Inc. and subsidiaries as of September 30, 1995, and 1994,
and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year
period ended September 30, 1995. In connection with our audit of
the consolidated financial statements, we have also audited
the financial statement schedule as listed in Item 8 (2) herein.
These consolidated financial statements and financial statement
schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Orange-co, Inc. and subsidiaries as of September 30,
1995 and 1994, and the results of their operations and their cash flows
for each of the years in the three-year period ended September 30,
1995, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
KPMG Peat Marwick LLP
- ---------------------
KPMG Peat Marwick LLP
Orlando, Florida
December 1, 1995
-25-
<TABLE>
<CAPTION>
ORANGE-CO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994
(in thousands)
<S> <C> <C>
September 30, September 30,
1995 1994
ASSETS
Current assets:
Cash and cash equivalents $ 845 $ 765
Receivables 9,617 7,119
Advances on fruit purchases 787 475
Inventories 36,067 43,551
Prepaid and other 33 41
--------- ---------
Total current assets 47,349 51,951
--------- ---------
Property and equipment, net 107,785 101,266
--------- ---------
Other assets:
Excess of cost over net assets of acquired
companies 11,778 12,155
Property held for disposition 692 1,864
Other 3,408 2,168
--------- ---------
Total other assets 15,878 16,187
--------- ---------
Total assets $171,012 $169,404
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments on long-term debt $ 2,094 $ 2,136
Note payable to bank - 4,000
Accounts payable 4,394 4,258
Accrued liabilities 11,318 10,121
---------- ---------
Total current liabilities 17,806 20,515
Deferred income taxes 21,585 19,317
Other liabilities 437 276
Long-term debt 31,252 38,499
---------- ---------
Total liabilities 71,080 78,607
---------- ---------
Stockholders' equity:
Preferred stock, $.10 par value,
10,000,000 shares authorized, none issued
Common stock, $.50 par value, 30,000,000
shares authorized, 10,349,399 shares issued 5,175 5,175
Capital in excess of par value 71,417 71,417
Retained earnings 23,823 14,688
--------- ---------
100,415 91,280
Less:
Treasury stock, at cost: 50,924 at
September 30, 1995 and 1994 (483) (483)
--------- ---------
Total stockholders' equity 99,932 90,797
--------- ---------
Total liabilities and stockholders'
equity $171,012 $169,404
========= ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
-26-
<TABLE>
<CAPTION>
ORANGE-CO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
(in thousands except per share data)
<S> <C> <C> <C>
1995 1994 1993
Sales $111,325 $76,756 $71,938
Cost of sales 91,211 65,646 62,279
--------- -------- --------
Gross profit 20,114 11,110 9,659
Other costs and expenses, net:
Selling, general and administrative (4,597) (4,051) (3,995)
Gain on disposition of property and
equipment and property held for disposition 1,026 484 142
Other (147) 36 (227)
Interest (1,620) (1,693) (1,820)
--------- -------- --------
Income from continuing operations before
income tax 14,776 5,886 3,759
Income tax expense 5,641 2,493 1,539
--------- -------- --------
Net income from continuing operations 9,135 3,393 2,220
--------- -------- --------
Discontinued operations:
Loss from operations of discontinued
Petroleum Division, net of applicable
income tax (benefit) of $(71) and $(13) - (116) (22)
Gain(loss) on disposal of Petroleum
Division, net of 1994 tax(benefit)
of $(134) - 68 (513)
---------- -------- --------
Loss from discontinued operations - (48) (535)
---------- -------- --------
Net income before extraordinary item 9,135 3,345 1,685
Extraordinary (loss):
Early extinguishment of debt (loss net
of applicable tax benefit of $366) - - (597)
---------- -------- --------
Net income $ 9,135 $ 3,345 $ 1,088
========== ======== ========
Income(loss) per common and common
equivalent shares:
Continuing operations $ .89 $ .33 $ .22
--------- --------- --------
Discontinued operations $ - $ (.01) $ (.05)
--------- --------- --------
Extraordinary (loss) $ - $ - $ (.06)
--------- --------- --------
Net income $ .89 $ .32 $ .11
========= ========= ========
Average number of common and common
equivalent shares outstanding 10,298 10,299 10,293
========= ========= ========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
-27-
<TABLE>
<CAPTION>
ORANGE-CO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
(in thousands)
(S> <C> <C> <C>
1995 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9,135 $ 3,345 $1,088
--------- -------- -------
Adjustments to reconcile net income to net
cash provided by (used for) operating
activities:
Depreciation and amortization 4,300 3,970 3,444
Deferred income taxes 2,268 1,981 1,160
Provision for disposal of Petroleum Division - - 513
Provision for disposal of OrancoMex 591 - -
Gain on disposition of property and
equipment and property held for disposition (1,026) (484) (137)
Loss on sale of Petroleum Division - 66 -
Change in assets & liabilities:
(Increase) in receivables (2,498) (1,212) (2,788)
Decrease(increase) in advances on fruit
purchases (312) 1,662 (1,740)
Decrease(increase) in inventory 7,484 (23,091) 2,364
Decrease(increase) in prepaids and other 8 44 (25)
Increase in accounts payable and accrued
liabilities 1,333 1,478 3,047
Other, net (890) (924) (710)
--------- -------- -------
Total adjustments 11,258 (16,510) 5,128
--------- -------- -------
Net cash provided by (used for) operating
activities 20,393 (13,165) 6,216
--------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property & equipment 857 1,514 65
Increase in note & mortgage receivables (346) (284) (136)
Additions to property & equipment (10,249) (11,187) (7,124)
Proceeds from sale of property held for
disposition 714 46 163
--------- -------- -------
Net cash used for investing
activities (9,024) (9,911) (7,032)
--------- -------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments on) long-term debt (7,289) 18,770 (2,046)
Proceeds from (payments on) notes payable,
bank (4,000) 4,000 -
Issuance of treasury stock - - 274
--------- -------- -------
Net cash provided by (used for) financing
activities (11,289) 22,770 (1,772)
--------- -------- -------
NET INCREASE/(DECREASE) IN CASH 80 (306) (2,588)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 765 1,071 3,659
--------- -------- -------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $ 845 $ 765 $1,071
========= ======== =======
</TABLE>
The accompanying notes are an integral part of the financial
statements.
-28-
<TABLE>
<CAPTION>
ORANGE-CO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Capital in Total
Common Stock Excess of Retained Treasury Stock Stockholder's
Shares Amount Par Value Earnings Shares Amount Equity
Balance at Sept.
30, 1992 10,349 $5,175 $71,417 $10,454 101 $(956) $86,090
Issuance of
treasury stock - - - (199) (51) 473 274
Net Income - - - 1,088 - - 1,088
------ ------ ------- -------- ---- ------ -------
Balance at Sept.
30, 1993 10,349 $5,175 $71,417 $11,343 50 $(483) $87,452
Purchase of
treasury stock - - - - 1 - -
Net Income - - - 3,345 - - 3,345
------ ------ ------- ------- --- ------ -------
Balance at Sept.
30, 1994 10,349 $5,175 $71,417 $14,688 51 $(483) $90,797
Net Income - - - 9,135 - - 9,135
------ ------ ------- -------- --- ------ -------
Balance at Sept.
30, 1995 10,349 $5,175 $71,417 $23,823 51 $(483) $99,932
====== ====== ======= ======= === ====== =======
</TABLE>
The accompanying notes are an integral part of the financial statements
-29-
ORANGE-CO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
Description of Operations - Orange-co, Inc. and Subsidiaries
(the "Company"), a 51% owned subsidiary of Ben Hill Griffin, Inc.
and an affiliate, is principally engaged in growing and processing
citrus products as well as packaging and marketing these products
and other beverages.
During the year ended September 30, 1995, the Company had two
customers who individually accounted for approximately 21.0% and
14.9% of its citrus segment sales. During the year ended September
30, 1994, the Company had two customers who individually accounted
for approximately 30.9% and 10.3% of its citrus segment sales.
During the year ended September 30, 1993, the Company had one
customer who accounted for approximately 25.9% of its citrus segment
sales.
Principles of Consolidation - The consolidated financial
statements of the Company include the accounts of Orange-co, Inc.
and its subsidiaries after elimination of all material intercompany
accounts and transactions.
Inventories - Inventories are stated at the lower of cost or
market. The cost of inventories is principally determined on the
average cost method. Costs of growing fruit are accounted for as
fruit-on-tree inventory.
The Company has in the past utilized and may in the future
utilize the frozen concentrated orange juice (FCOJ) futures market
to hedge inventories, anticipated inventory requirements, and sales
commitments. The results of these transactions, designated and
effective as hedges, if any, are reflected in sales or in the cost
of inventories and flow through the Consolidated Statements of
Operations as the associated products are sold.
Property Held for Disposition - Property held for disposition
includes certain idle facilities (including land) which are recorded
at amounts not in excess of their estimated net realizable value.
The balances as of September 30, 1995 and 1994 are net of a valuation
allowance of approximately $3,038,000 and $2,812,000 respectively.
The charges related to this allowance are included in other
expense for the year ended September 30, 1995 and in the provision
for restructuring and other non-recurring items in the Consolidated
Statements of Operations for the year ended September 30, 1992 and earlier.
Property and Equipment - Property and equipment is recorded
at cost less accumulated depreciation and amortization. Depreciation
and amortization are recognized principally on the straight-line
method in amounts adequate to depreciate and amortize cost
over the estimated useful lives of the applicable assets. Property
and equipment includes operating facilities which are recorded
at amounts not in excess of their net realizable value.
Costs pertaining to planting and caretaking of citrus trees are
initially capitalized and then, after the trees reach fruit- producing
age, depreciated over the estimated life of the trees.
Maintenance, repairs and minor renewals are charged to expense
as incurred while major renewals and improvements are capitalized.
The cost and related allowance for depreciation or amortization of
assets sold or otherwise disposed
-30-
are removed from the related accounts and the resulting gains or
losses are reflected in operations.
Excess of Cost Over Net Assets of Acquired Companies - The
excess of the aggregate purchase price over the fair value of net
assets acquired is recorded at cost less accumulated amortization of
approximately $3,297,000 as of September 30, 1995 and $2,920,000 as
of September 30, 1994. Amortization is recognized over a 40-year
period using the straight-line method. Management has evaluated the
Company's excess of cost over net assets of its acquired companies
and has determined that no adjustment is necessary as no material
impairment has occurred in the opinion of the Company. In taking
this assessment the Company employs various methods including
comparing the carrying value of associated assets to their net
realizable value and analysis of anticipated profitability depending
upon the facts and circumstances.
Cash and Cash Equivalents - Cash and cash equivalents consist
principally of cash, time deposits and interest bearing investments
with maturities of three months or less. For purposes of the
Consolidated Statements of Cash Flows, all highly liquid investments
are considered to be cash equivalents.
Earnings Per Share - Net income per share is computed by
dividing net income by the weighted average number of common and
common stock equivalents issued and outstanding during the period.
Reclassifications - Certain accounts may have been
reclassified in the 1994 and 1993 financial statements to conform to
the 1995 financial statement presentation.
Postretirement Benefits - In December 1990, the Financial
Accounting Standards Board issued Statement No. 106, Employers'
Accounting for Postretirement Benefits Other Than Pensions ("FAS No.
106"). As of September 30, 1995 the Company had no postretirement
benefits which required disclosure under the guidelines of FAS No.
106.
Acquisition of International Fruit, Inc. - In August 1993 the
Company purchased 100% of the outstanding capital stock of International
Fruit, Inc. The purchase price is based upon 12% of collected net
sales during the first four years following the purchase date. Proforma
effects of this acquisition for fiscal 1993 as of the beginning of that
period are considered immaterial.
Income Taxes - The Company uses the asset and liability method
of accounting for income taxes. Under the asset and liability method,
deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under FAS No. 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date.
-31-
Financial Instruments Fair Value, Credit Risks, And Off-Balance
Sheet Risk - The carrying amounts reported in the Consolidated
Balance Sheets for cash and cash equivalents, accounts receivable,
accounts payable and short-term debt approximates fair market value
due to the short-term maturity of these financial instruments. The
fair value of notes receivable is not considered practical to
estimate due to the nature of the accounts, the lack of a market
available to approximate their fair value and their immateriality.
The carrying value of the variable rate long-term debt approximates
fair value due to frequent repricing. The fair value of the fixed
rate long-term debt is estimated using discounted cash flows based
upon the incremental borrowing rates currently available to the
Company for mortgage loans with similar remaining terms and
maturity.
<TABLE>
<CAPTION>
Carrying Amount of Fair Value of
September 30, 1995 Asset/(Liability) Asset/(Liability)
(in thousands)
(S> <C> <C>
Cash and cash equivalents $ 845 $ 845
Accounts and notes receivable 10,418 10,418
Accounts and notes payable 4,394 4,394
Variable rate long-term debt 17,094 17,094
Fixed rate long-term debt
with financial institutions 15,900 14,888
Other Long-term debt 352 352
</TABLE>
As of September 30, 1995 the Company was subjected to a
concentration of credit risk as a result of 12.8% of its trade
accounts receivable being due from companies affiliated with a
common ownership. No collateral is required on these trade
receivables due to collection experience and trade practices.
Additionally, the Company's accounts receivable are concentrated
generally in the beverage and food service industries. Management
believes the allowance for doubtful accounts is adequate under the
circumstances.
As of September 30, 1995 the Company held contracts for FCOJ
futures positions totaling approximately $8,227,000 with unrealized
gains of approximately $86,000. Exposure to off-balance sheet risk
related to these positions results from market fluctuations of FCOJ
future prices relative to the Company's open positions. Cash
deposits requirements with brokers as of September 30, 1995 totaled
$245,000 and vary with market price fluctuations.
2. Receivables:
The major components of receivables as of September 30, 1995
and 1994 are summarized as follows (in thousands):
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Trade receivables $ 8,716 $5,847
7%-12.9% mortgage and promissory notes receivable 1,429 1,125
Deposits with brokers, net 394 255
Other 677 1,033
Allowance for doubtful accounts (798) (686)
-------- -------
Net receivables 10,418 7,574
Less non-current portion 801 455
-------- -------
Current receivables $ 9,617 $7,119
======= =======
</TABLE>
-32-
3. Inventories:
<TABLE>
<CAPTION>
The major components of inventory as of September 30, 1995 and
1994, are summarized as follows (in thousands):
1995 1994
<S> <C> <C>
Finished goods $24,086 $34,201
Fruit-on-tree inventory 7,952 6,982
Other 4,029 2,368
------- -------
Total $36,067 $43,551
======= =======
4. Property and Equipment:
</TABLE>
<TABLE>
<CAPTION>
The major components of property and equipment as of September
30, 1995 and 1994 are summarized as follows (in thousands):
Estimated
1995 1994 Useful Life
Years
<S> (C> <C>
Land and improvements $ 5,466 $ 5,313 5 to 30
Citrus groves 90,002 86,598 15 to 40
Buildings and improvements 6,913 6,881 10 to 33
Machinery and equipment 37,177 33,705 3 to 20
Construction in progress 3,505 989
-------- --------
143,063 133,486
Less accumulated depreciation and
amortization 35,278 32,220
-------- --------
Total $107,785 $101,266
======== ========
</TABLE>
The Company leases equipment under both short and long term
operating leases. Future minimum obligations under these leases
with initial or remaining lease terms in excess of 1 year for the
years ended September 30, are as follows:
<TABLE>
<S> <C>
1996 $822,000
1997 $158,000
1998 $131,000
1999 $131,000
2000 $106,000
Rent expense charged to operations amounted to approximately
$1,160,000 for the year ended September 30, 1995, $1,217,000 for the
year ended September 30, 1994, and $1,442,000 for the year ended
September 30, 1993.
-33-
5. Accrued Liabilities:
</TABLE>
<TABLE>
<CAPTION>
The major components of accrued liabilities as of September 30,
1995 and 1994 are summarized as follows (in thousands):
1995 1994
<S> <C> <C>
Taxes $ 1,046 $ 1,399
Amounts due inventory suppliers 6,904 6,000
Other 3,368 2,722
------- -------
Total $11,318 $10,121
======= =======
</TABLE>
6. Income Taxes:
<TABLE>
<CAPTION>
Total income tax expense for the years ended September 30,
1995, 1994 and 1993 was allocated as follows (in thousands):
1995 1994 1993
<S> <C> <C> <C>
Income from continuing operations $5,641 $2,493 $1,539
Discontinued operations - (205) (13)
Extraordinary item - - (366)
------ ------- -------
Total $5,641 $2,288 $1,160
====== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Income tax expense attributable to income from continuing
operations for the years ended September 30, 1995, 1994 and 1993
consists of the following (in thousands):
Current Deferred Total
<S> <C> <C> <C>
Year ended September 30, 1995
U.S. federal $3,334 $2,047 $5,381
State and local 39 221 260
------ ------ ------
Total $3,373 $2,268 $5,641
====== ====== ======
Year ended September 30,1994
U.S. federal $ 364 $1,782 $2,146
State and local 14 333 347
------ ------ ------
Total $ 378 $2,115 $2,493
====== ====== ======
Year ended September 30,1993
U.S. federal $ 321 $1,070 $1,391
State and local 34 114 148
------ ------ ------
Total $ 355 $1,184 $1,539
====== ====== ======
</TABLE>
-34-
<TABLE>
<CAPTION>
Income tax expense attributable to income from continuing
operations was $5,641,000, $2,493,000, and $1,539,000 for the years
ended September 30, 1995, 1994, and 1993, respectively, and differs
from the amounts computed by applying the U.S. federal income tax
rate of 34% to pretax income from continuing operations as a result
of the following (in thousands):
1995 1994 1993
<S> <C> <C> <C>
Computed "expected" tax expense $5,024 $2,001 $1,278
Increase (reduction) in income
taxes resulting from:
Change in the beginning-of-the-year
balance of the valuation allowance
for deferred tax assets allocated
to income tax expense 222 - -
Loss on foreign operations 40 92 54
Amortization of goodwill and other 103 133 137
State and local income taxes, net
of Federal income tax benefit 247 229 159
Other, net 5 38 (89)
------ ------ -------
Total $5,641 $2,493 $1,539
====== ====== =======
</TABLE>
<TABLE>
<CAPTION>
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax
liabilities at September 30, 1995 and 1994 are presented below (in
thousands):
1995 1994
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts $ 300 $ 258
Capitalized inventory costs 45 -
Reserve on carrying value of property
held for disposition 258 326
Accrued reserves and expenses 916 996
Valuation reserve 1,351 1,129
Net operating loss carryforwards 2,181 4,155
Investment tax credit carryforwards 1,703 1,703
Alternative minimum tax credit carryforwards 606 735
--------- ---------
Total gross deferred tax assets 7,360 9,302
Less valuation allowance (3,054) (2,832)
--------- ---------
Net deferred tax assets 4,306 6,470
--------- ---------
Deferred tax liabilities:
Plant and equipment, principally due to
allocation of purchase price of businesses
acquired and to differences in depreciation
and capitalized interest (24,880) (24,070)
Fruit-on-tree inventory (832) (1,665)
Other (179) (52)
--------- ---------
Total gross deferred tax liabilities (25,891) (25,787)
--------- ---------
Net deferred tax liability $(21,585) $(19,317)
========= =========
</TABLE>
The valuation allowances for deferred tax assets as of September
30, 1993 was $3,193,000. The net change in the total valuation
allowance for the years ended September 30, 1995 and 1994 was an
increase of $222,000 and a decrease of $361,000, respectively. The
Company anticipates that the net operating loss carryforward at
September 30, 1995 will be utilized by the reversal of timing differences.
Income taxes paid amounted to approximately $3,460,000,
$321,000 and $52,000 for the years ended September 30, 1995, 1994
and 1993 respectively.
-35-
For tax reporting purposes as of September 30, 1995, the
Company has unused net operating loss carryforwards of approximately
$5,795,000 and investment tax credit carryforwards of approximately
$1,703,000 which expire in varying amounts through the year 2002.
In addition, the Company has alternative minimum tax credit
carryforwards of approximately $606,000 which are available to
reduce future federal regular income taxes, if any, over an
indefinite period.
7. Notes Payable to Banks and Long-term Debt:
<TABLE>
<CAPTION>
Notes payable to banks and long-term debt as of September 30,
1995 and 1994 consisted of the following (in thousands):
1995 1994
<S> <C> <C>
Mortgage notes payable bearing interest
6.9% due in varying installments through $15,190 $17,150
2003
Working capital line of credit bearing a
variable rate of interest based upon the
financial institution's cost of funds due
in January 1997 17,094 20,977
Revolving line of credit bearing a
variable rate of interest based upon the
financial institution's cost of funds due
in January 1996 - 4,000
Mortgage note payable bearing interest at
7% due semi-annually, principal due
annually through January 2009 710 2,118
Grove purchase installment notes, bearing
interest at 7% to 8% due in varying
installments through May 2000 352 390
------- -------
$33,346 $44,635
Less current installments on long-term
debt and note payable to banks 2,094 6,136
------- -------
Total $31,252 $38,499
======= =======
</TABLE>
<TABLE>
<CAPTION>
Principal payments for the years subsequent to 1996 are as
follows (in thousands):
<S> <C>
1997 $19,188
1998 $ 5,695
1999 $ 1,288
2000 $ 1,261
Thereafter $ 3,820
</TABLE>
As of September 30, 1995 the Company had a $40 million working
capital facility with an outstanding balance of $17,094,000 with
additional available borrowings of approximately $12,353,000. As
of September 30, 1995 the Company also had additional available
short-term borrowing of $6,000,000 under its revolving line of credit.
-36-
In June of 1988, the Company entered into an agreement with a
lender to borrow $20 million to be repaid in varying principal
amounts through June of 1998. Of this, $10 million was at a fixed
rate of 10.7% and $10 million was at a variable rate of 5/8 of 1%
over the prime rate. In April 1993 the Company refinanced the
remaining balance of $15,425,000 at lower rates and an extended
repayment schedule. Simultaneously the Company also refinanced
approximately $3,257,000 of fixed rate 10.5% debt originating in
1986. The new debt has an initial term of five years at a fixed
rate of 6.9%, with even quarterly principal payments on a 10 year
amortization. The total amount refinanced including $903,438 of the
early termination fees mentioned below was approximately $19.6
million. The associated early termination fees related to the fixed
rate debt and the then $20 million working capital facility totaling
approximately $963,438 net of tax benefit of approximately $366,000
are accounted for as an extraordinary item in the Company's
Consolidated Statements of Operations for the year ended September
30, 1993.
Interest paid net of amounts capitalized was approximately
$1,670,000, $1,724,000, and $1,784,000, for the years ended
September 30, 1995, 1994, and 1993, respectively. Interest
capitalized was approximately $661,000, $543,000, and $386,000 for
the years ended September 30, 1995, 1994 and 1993, respectively.
8. Nonrecurring Gains and Losses
The Company incurred property damage as a result of a fire
during the third quarter of fiscal 1995 which destroyed certain
equipment at the Bartow processing facility. This event did not
materially affect the continuing operations of the Company. The
Company maintains insurance for both property damage at replacement
value and business interruption applicable to its production facilities.
As a result the Company has been awarded approximately $903,000 to date,
including $453,000 in excess of book value for property damage
during the third quarter of fiscal 1995 which is included in
"Gain on disposition of property and equipment" and $450,000 during
the fourth quarter of fiscal 1995 for business interruption which
is included in "Other" on the Consolidated Statement of Operations.
Additionally the Company provided an additional charge of
$591,000 during the fourth quarter of fiscal 1995 in "Other"
expense as a valuation allowance against certain properties held
for disposition.
9. Discontinued Operations:
During the second quarter of 1993, the Company decided to sell
the Petroleum Division comprised of Frank Carroll Oil Company. This
decision resulted in a charge of $513,000 including a write down of
the operating assets to their estimated net realizable value, and an
accrual for estimated operating losses through the anticipated phase
out period. These charges are disclosed on the Consolidated
Statements of Operations as a loss on disposal of the Petroleum
Division.
Additionally, the Consolidated Statements of Operations for the
respective periods presented exclude all components of profit or
loss of the Petroleum Division from continuing operations. The
effect of these items has been reclassified net of the applicable
tax effect as "Discontinued Operations: Loss from operations of
discontinued Petroleum Division". See Note 16 for disclosure of
selected components of the Petroleum Division. A sale of the stock
of Frank Carroll Oil Company was completed effective September 30,
1994. Proceeds from the sale of the stock totaled $966,000 in cash
and notes.
-37-
10. 401k Plan:
The Company has a retirement plan (the "Plan") which meets the
qualifications under Section 401(k) of the Internal Revenue Code
(the "Code"). Employees who have completed the required service (as
defined),are eligible to make tax-deferred contributions. Employees
who have completed the required service (as defined) are eligible to
participate in an employer matching contribution. The Company
contributed approximately $54,000, $15,000, and $66,000 under the
Plan for the years ended September 30, 1995, 1994, and 1993,
respectively. The Company also accrued approximately $58,000 during
fiscal 1995 for contributions to the Plan for the fiscal 1995 Plan
year. In December 1990, the assets of the Employees Stock
Ownership Trust ("ESOT") were merged into the Plan. At September
30, 1995 the Plan held approximately 0.5% of the outstanding Common
Stock of the Company. Effective January 1, 1993, the 401(k) Plan
was amended to provide that no further employer discretionary profit
sharing contributions would be made to the 401(k) Plan and a
separate Profit Sharing Plan was adopted.
11. Profit Sharing Plan:
Effective January 1, 1993, the Company established a Profit
Sharing Retirement Plan which meets the qualifications of Section
401(c) of the Code (Profit Sharing Plan). All employees begin
participation on the later of January 1, 1993 or date of employment.
Vesting is governed by a seven year graduated vesting schedule
including credit for continuous service with the Company prior to
the effective date. The Company's discretionary contribution is
determined annually and is allocated among eligible participants'
accounts in the proportion that each participant's compensation
bears to the total qualified compensation of all eligible employees
during the year. The Company contributed approximately $495,000 and
$269,000 to the Plan during fiscal 1995 and 1994, respectively,
which represented discretionary contributions for the 1994 and 1993
Plan years, respectively. In addition, the Company accrued
approximately $701,000 during fiscal 1995 to be contributed to the
Plan for the fiscal 1995 Plan year.
12. Other Retirement Benefits:
Certain officers and employees have employment contracts for
additional retirement benefits, the cost of which is being accrued
on a present value basis over the remaining term of the employment
agreements. The lives of the officers and employees have been
insured as a means of funding such benefits. These contracts became
effective for fiscal 1994 and thereafter. The accrued liability for
these additional retirement benefits at September 30, 1995 was
approximately $197,000.
13. Stock Options:
In 1984, the Company adopted an incentive stock option plan
(the 1984 Plan) which provides for the granting of ten-year options
to purchase up to 75,000 shares of common stock. Options issued
under the 1984 Plan are priced at the fair market value on the grant
date and 40% are immediately exercisable and 20% on a cumulative
basis each year thereafter. Effective in November 1994 options could
no longer be issued under this plan.
In April 1987, the Company adopted an Employee Stock Option
Plan (the 1987 Plan) under which a committee of the Board of
Directors may grant either incentive stock options ("ISOs") or non-
qualified stock options. The 1987 Plan provides that ISOs and non-
qualified options may be granted for a period of ten years to
-38-
purchase up to an aggregate of 750,000 shares of common stock. The
option price of all common stock issued or to be issued under the
1987 Plan is at least 100% of the fair market value on the date of
grant. The options granted to purchase shares generally become
exercisable on a cumulative basis at 33-1/3% each year, commencing
with the second year. Upon the change of control in May 1992 when
Stoneridge sold its 52% interest in the Company to Ben Hill Griffin,
Inc. and an affiliate, all the options granted up to that date under
the 1987 Plan became exercisable.
<TABLE>
<CAPTION>
A summary of the changes in the shares under option for each of
the plans is as follows:
l984 Plan 1987 Plan
Shares Price Shares Price
<S>
Outstanding at <C> <C> <C> <C>
September 30, 1992 16,475 13.75-18.75 512,205 5.4375-10.00
Granted - - - -
Exercised - - 50,500 5.4375
Expired 8,200 13.75-15.00 65,905 5.4375-10.00
Outstanding at
September 30, 1993 8,275 13.75-18.75 395,800 5.4375-10.00
Granted - - - -
Exercised - - - -
Expired 6,450 15.00 500 9.625-10.00
Outstanding at
September 30, 1994 1,825 13.75-18.75 395,300 5.4375-10.00
Granted - - - -
Exercised - - - -
Expired 500 13.75-18.75 351,200 5.4375-10.00
Outstanding at
September 30, 1995 1,325 13.75-18.75 44,100 5.4375-10.00
</TABLE>
Options granted under the 1987 and 1984 Plans expire at various
dates through August 2001 and December 1995, respectively.
14. Related Party Transactions:
In May 1992, Stoneridge Resources, Inc. ("Stoneridge"), which
then owned approximately 52% of the Company's outstanding Common
Shares, sold these shares and the majority ownership of Orange-co,
Inc. passed to Ben Hill Griffin, Inc., and an affiliate who collectively
held approximately 51% majority ownership of Orange-co, Inc. as of
September 30, 1995. Ben Hill Griffin, Inc. is a privately owned
agribusiness corporation located in Frostproof, Florida.
During the fiscal year ended September 30, 1995 the Company had
incurred an estimated $6,557,000 in fruit participation cost from
fruit purchased from its parent, Ben Hill Griffin, Inc. Of the 1995
amount approximately $2,948,000 was paid as of September 30, 1995
with the accrued balance of $3,609,000 to be paid by March 1, 1996.
Final payment amounts under the Company's fruit participation
program are based upon returns from the ultimate disposition of the
fruit received. For the fiscal year ended September 30, 1994 the
Company incurred a total of $9,575,000 in fruit participation cost
from fruit purchased from its parent company Ben Hill Griffin, Inc.
As of September 30, 1994 a total of
-39-
$5,394,000 had been paid against this amount and an estimated
balance of $4,263,000 was accrued to be paid on March 1, 1995.
Fruit purchases made from the parent company under the Company's
participation program are under terms equivalent to fruit
purchased from other grower participants. For the fiscal year
ended September 30, 1995 the Company also incurred $594,000 for
fruit purchased from Ben Hill Griffin, Inc. under a spot fruit
purchase contract. Additionally, the Company paid approximately
$2,451,000, $1,935,000 and $736,000 to Ben Hill Griffin, Inc. for
other goods and services, principally the purchase of fertilizer and
citrus trees at prices approximating market, during fiscal 1995,
1994 and 1993, respectively.
15. Interim Financial Information (unaudited):
(in thousands except per share amounts)
<TABLE>
<CAPTION>
Gross Net Earnings
Quarters Ended Sales Profit Income(1) Per Share
<S> <C> <C> <C> <C>
Fiscal 1995
September 30 $ 24,449 $ 5,215 $2,005 $ .19
June 30 26,764 6,018 3,348 .33
March 31 29,539 6,361 3,004 .29
December 31 30,573 2,520 778 .08
-------- ------- ------ ------
$111,325 $20,114 $9,135 $ .89
======== ======= ====== ======
Fiscal 1994
September 30 $ 19,555 $ 3,252 $ 745 $ .07
June 30 23,200 2,084 386 .04
March 31 18,289 2,119 497 .05
December 31 15,712 3,655 1,717 .17
-------- ------- ------ ------
$ 76,756 $11,110 $3,345 $ .32
======== ======= ====== ======
</TABLE>
<F1>
(1) See Note 8 "Nonrecurring Gains and Losses" for the fourth
quarter 1995 adjustments.
-40-
16. Business Segments:
<TABLE>
<CAPTION>
Segment financial data for the years ended September 30, 1995,
1994, and 1993 except for total assets which are as of September 30,
1995, 1994, and 1993 are as follows (in thousands):
Petroleum
and
Related
Year Citrus Products Total
<S> <C> <C> <C> <C>
Sales 1995 $111,325 - $111,325
1994 76,756 12,986 89,742
1993 71,938 15,591 87,529
Operating profit 1995 15,517 - 15,517
1994 7,059 - 7,059
1993 5,664 - 5,664
Total assets 1995 171,012 - 171,012
1994 169,404 - 169,404
1993 136,783 3,019 139,802
Depreciation and amortization 1995 4,300 - 4,300
1994 3,816 154 3,970
1993 3,265 179 3,444
Capital Expenditures 1995 10,249 - 10,249
1994 11,077 23 11,100
1993 7,110 14 7,124
</TABLE>
Intersegment sales approximate market and are not significant.
<TABLE>
<CAPTION>
RECONCILIATION OF OPERATING PROFIT TO INCOME BEFORE INCOME TAXES:
Fiscal Years
September 30, September 30, September 30,
1995 1994 1993
<S> <C> <C> <C>
Operating profit $15,517 $7,059 $5,664
Gain on disposition of
property and equipment 1,026 484 142
Interest (1,620) (1,693) (1,820)
Other income (expense) (147) 36 (227)
-------- ------- -------
Income from continuing
operations before income taxes $14,776 $5,886 $3,759
======== ======= =======
</TABLE>
Sales to foreign countries accounted for 13.9% and 15.2% of the Company's
citrus segment sales during fiscal 1995 and 1994, respectively.
-41-
<TABLE>
<CAPTION>
ORANGE-CO, INC. AND SUBSIDIARIES
SCHEDULE VIII - ALLOWANCE FOR DOUBTFUL ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
(in thousands)
Column A Column B Column C Column D Column E
Additions
Balance @ Charged Balance @
Beginning to End of
Description of Period Expense Deductions Period
<S> <C> <C> <C> <C>
Year ended
September 30, 1995 $ 686 $120 $ 8 $ 798
Year ended
September 30, 1994 $ 744 $140 $ 198 $ 686
Year ended
September 30, 1993 $ 743 $150 $ 149 $ 744
</TABLE>
-42-
ITEM 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by Item 10 will be set forth in the
Company's 1996 Proxy Statement under the caption "Nominees For
Election As Directors" and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11 will be set forth in the
Company's 1996 Proxy Statement under the caption "Executive Officers
and Compensation" and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information required by Item 12 will be set forth in the
Company's 1996 Proxy Statement under the caption "Security Ownership
of Certain Beneficial Owners", "Nominees for Election as Directors"
and "Stock Ownership of Executive Officers", and is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 will be set forth in the
Company's 1996 Proxy Statement under the caption "Transactions With
Management And Others" and is incorporated herein.
-43-
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) (1) The financial statements required to be filed as part
of this Report, and the report thereon by KPMG Peat Marwick LLP, are
set forth under Item 8 and listed on Page 24 herein.
(2) The financial statement schedule required to be
filed herewith are listed on Page 24 herein.
(3) The exhibits required to be filed herewith are listed
on the "Exhibit Index" commencing at Page 47 herein.
(b) During the last quarter of the period covered by this
Report the Company filed no reports on Form 8-K.
(c) The exhibits required to be filed herewith are listed on
the "Exhibit Index" commencing on Page 47 herein and incorporated
herein by reference.
(d) The financial statements required to be filed as part of
the Report and the report thereon by KPMG Peat Marwick LLP are set
forth under Item 8 and are listed on Page 24 herein and are
incorporated herein by reference.
-44-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934 the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
ORANGE-CO, INC.
(Registrant)
Date: December 21, 1995 By:/s/ Gene Mooney
--------------------------------
Gene Mooney
President and
Chief Operating Officer
Date: December 21, 1995 By:/s/ Dale A. Bruwelheide
-------------------------------
Dale A. Bruwelheide
Vice President and
Chief Financial Officer
-45-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.
Date: December 21, 1995 /s/ B. H. Griffin, III
----------------------------------
B. H. Griffin, III
Chairman, CEO and Director
Date: December 21, 1995 /s/ John R. Alexander
----------------------------------
John R. Alexander
Director
Date: December 21, 1995 /s/ Richard A. Coonrod
-----------------------------------
Richard A. Coonrod
Director
Date: December 21, 1995 /s/ Paul E. Coury, MD
----------------------------------
Paul E. Coury, MD
Director
Date: December 21, 1995 /s/ George W. Harris, Jr.
----------------------------------
George W. Harris, Jr.
Director
Date: December 21, 1995 /s/ Dr. W. Bernard Lester
----------------------------------
Dr. W. Bernard Lester
Director
Date: December 21, 1995 /s/ Gene Mooney
-----------------------------------
Gene Mooney
Director
Date: December 21, 1995 /s/ C. B. Myers, Jr.
----------------------------------
C. B. Myers, Jr.
Director
Date: December 21, 1995 /s/ Thomas H. Taylor, Sr.
----------------------------------
Thomas H. Taylor, Sr.
Director
-46-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
For the fiscal year Commission File
ended September 30, 1995 Number 1-6442-1
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
ORANGE-CO, INC.
(Exact name of registrant is specified in its charter)
EXHIBITS
INDEX
-47-
EXHIBIT INDEX
Sequential
Exhibit Description of Exhibits Page No.
3.1 Restated Articles of Incorporation of the
company, as amended, filed as Exhibits 3.1 to
Stoneridge Resources, Inc.'s Registration
Statement No. 33-24085 on Form S-1 and
incorporated herein by reference.
3.2 By-laws of the Company, as amended filed as
Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended September 30,
1992 and incorporated herein by reference.
10.1 Orange-co, Inc. Management Incentive Plan
filed as Exhibit 10m to Stoneridge Resources,
Inc.'s Registration Statement No. 33-24085 on
Form S-1 and incorporated herein by reference.
10.4 Orange-co, Inc. 1984 Incentive Stock Option
Plan, as amended filed as Exhibit 10.10 to
the Company's Registration Statement No. 33-
16935, as amended, on Form S-1 and incorporated
herein by reference.
10.5 Orange-co, Inc. 1987 Employee Stock Option
Plan, as amended filed as Exhibit 10.5 to the
Company Annual Report on Form 10-K for the
year ended September 30, 1992 and incorporated
herein by reference.
10.8 Orange-co of Florida, Inc. Deferred
Compensation Plan effective December 1, 1988
originally filed as Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the
fiscal year ended August 31,1989 as amended
through December 15, 1994 and incorporated
herein by reference.
10.11 Stock Purchase Agreement between Stoneridge
Resources Inc., Ben Hill Griffin, Inc. and
Ben Hill Griffin, III, dated as of April 9,
1992 filed as Exhibit (2) to the Company's
Form 8-K filed May 28, 1992 and incorporated
herein by reference.
10.12 Loan Agreement between Orange-co, Inc. Orange-
co of Florida, Inc. and Farm Credit of
Southwest Florida, ACA, dated April 10, 1993
and filed as Exhibit 10.12 on Form 10-Q for
the fiscal quarter ended March 31, 1993 and
incorporated herein by reference.
-48-
EXHIBIT INDEX Sequential
Exhibit No. Description of Exhibits Page No.
10.13 Amended and Restated Florida Mortgage
Security Agreement and Spreader Agreement
between Orange-co of Florida, Inc. and John
Hancock Mutual Life Insurance Company, dated
April 21, 1993; Renewal Note between Orange-
co of Florida, Inc. and John Hancock Mutual
Life Insurance Company dated April 21, 1993
filed as Exhibit 10.13 on Form 10-Q for the
fiscal quarter ended March 31, 1993 and
incorporated herein by reference.
10.14 Loan Agreement By and Among Orange-co, Inc.
and Orange-co of Florida, Inc. and Sun Bank
National Association for a Revolving Line of
Credit in the amount of $20,000,000 dated
June 16, 1993 and filed as Exhibit 10.14 on
Form 10-Q for the fiscal quarter ended June
30, 1993 and incorporated herein by reference.
10.15 Thermal Energy Sales Agreement By and Between
Orange-co of Florida, Inc. and AP Cogen Ltd.,
dated May 27, 1993 and filed as Exhibit 10.15
on Form 10-Q for the fiscal quarter ended
June 30, 1993 and incorporated herein by
reference.
10.16 Stock Purchase Agreement By and Between W.
Eugene Hays and George M. Nagel Jr. and
Orange-co of Florida, Inc. for the purchase
of the stock of International Fruit, Inc.,
dated August 2, 1993 and filed as Exhibit
10.16 on Form 10-Q for the fiscal quarter
ended June 30, 1993 and incorporated herein
by reference.
10.17 Orange-co of Florida, Inc. Management
Security Plan effective October 1, 1993 filed
as Exhibit 10.17 on Form 10-Q for the fiscal
quarter ended December 31, 1993 and
incorporated herein by reference.
10.18 The First Amendment to the Loan Agreement By
and Among Orange-co, Inc. and SunBank,
National Association for a Revolving Lined of
Credit dated April 1, 1994 and filed as
Exhibit 10.18 on Form 10-Q for the fiscal
quarter ended June 30, 1994 and incorporated
herein by reference.
10.19 The Second Amendment to the Loan Agreement By
and Among Orange-co, Inc., and SunBank
National Association for a Revolving Line of
Credit dated April 1, 1994 and filed as
Exhibit 10.19 on Form 10-Q for the fiscal
quarter ended June 30, 1994 and incorporated
herein by reference.
-49-
EXHIBITS INDEX
Sequential
Exhibit Description of Exhibits Page No.
No.
10.20 Stock Acquisition Agreement Between Orange-
co, Inc. and Childs Oil Company, Inc. dated
September 9, 1994 for the sale of Frank
Carroll Oil Company Stock and incorporated
herein by reference.
10.21 The Third Amendment to the Loan Agreement By
and Among Orange-co, Inc. Orange-co of Florida,
Inc. and SunBank, National Association for a
Revolving Line of Credit dated January 27, 1995
and filed as Exhibit 10.21 on Form 10-Q for the
fiscal quarter ended December 31, 1994 and
incorporated herein by reference.
16 Change in Accountants from Coopers & Lybrand
to KPMG Peat Marwick as filed on the
Company's Form 8K on August 4, 1992 and
incorporated herein by reference.
21 Subsidiaries of the Company. 51
24.1 Consent letter from KPMG Peat Marwick LLP. 52
27 Financial Data Schedule (Electronic Filing
Only)
99.1 Orange-co of Florida, Inc. Profit Sharing
Plan and Trust Agreement effective January 1,
1987, as amended and restated on January 1,
1989, including amendments through October
14, 1993 filed as Exhibit 99.1 on Form 10K
for the fiscal year 1993 and incorporated
herein by reference.
99.2 First Amendment to Orange-co of Florida,
Inc. 401(k) Salary Deferral Plan effective
December 15, 1994 and incorporated herein by
reference.
99.3 Profit Sharing Plan and Trust For Employees
of Orange-co of Florida, Inc. effective
January 1, 1993 and incorporated herein by
reference.
-50-
EXHIBIT 21
ORANGE-CO, INC. AND SUBSIDIARIES
SUBSIDIARIES OF THE COMPANY
The following is a list of subsidiaries of Orange-co, Inc. as
of December 15, 1995, other than subsidiaries which, considered in
the aggregate as a single subsidiary, would not constitute a
significant subsidiary as defined by Securities and Exchange
Commission Regulation S-X. All of the subsidiaries are included in
the Consolidated Financial Statements of Orange-co, Inc.
Name of Subsidiary State or Country of
Incorporation
Orange-co of Florida, Inc. (1) Florida
Florida Fresh-Pack Corporation (1) (4) Florida
Orange-co Dispenser Service, Inc. (2) (5) Florida
International Fruit, Inc. (2) Florida
Interfruit Holdings, Inc. (1) Cayman Islands
OrancoMex, S.A. de C.V. (3) Mexico
Orange-co International Sales, Inc. (2) U.S. Virgin Islands
<F1>
(1) A wholly-owned subsidiary of Orange-co, Inc.
<F2>
(2) A wholly-owned subsidiary of Orange-co of Florida, Inc.
<F3>
(3) A wholly-owned subsidiary of Interfruit Holdings, Inc.
<F4>
(4) Inactive subsidiary
<F5>
(5) Formerly JV #1, Inc.
EXHIBIT 24.1
Consent of Independent Accountants
The Board of Directors and Stockholders
Orange-co, Inc. and Subsidiaries
We consent to incorporation by reference in the registration
statement (No. 33-17386) on Form S-8 of Orange-co, Inc. and
subsidiaries of our report Dated December 1, 1995, relating to the
consolidated balance sheet of Orange-co, Inc. and subsidiaries as of
September 30, 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows and related
schedules for the year then ended, which report appears in the
September 30, 1995 annual report on Form 10-K of Orange-co, Inc. and
subsidiaries.
KPMG Peat Marwick LLP
- ---------------------
KPMG Peat Marwick LLP
Orlando, Florida
December 1, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000004507
<NAME> ORANGE-CO, INC.
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1,000
<CASH> 845
<SECURITIES> 0
<RECEIVABLES> 9,941
<ALLOWANCES> (324)
<INVENTORY> 36,067
<CURRENT-ASSETS> 47,349
<PP&E> 143,063
<DEPRECIATION> 35,278
<TOTAL-ASSETS> 171,012
<CURRENT-LIABILITIES> 17,806
<BONDS> 0
<COMMON> 76,109
0
0
<OTHER-SE> 23,823
<TOTAL-LIABILITY-AND-EQUITY> 171,012
<SALES> 111,325
<TOTAL-REVENUES> 111,325
<CGS> (91,211)
<TOTAL-COSTS> (91,211)
<OTHER-EXPENSES> (3,718)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,620)
<INCOME-PRETAX> 14,776
<INCOME-TAX> (5,641)
<INCOME-CONTINUING> 9,135
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,135
<EPS-PRIMARY> .89
<EPS-DILUTED> .89
</TABLE>
