UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Quarter Ended December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File No. 1-6442
ORANGE-CO, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
59-0918547
(IRS Employer Identification Number)
2020 U.S. Highway 17 South, P. O. Box 2158, Bartow, Florida 33831
(Address of principal executive offices)
(941) 533-0551
(Registrant's telephone no.)
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 XX No
Number of shares outstanding of common stock, $.50 par value, as of
February 9, 1996: 10,300,975 shares
ORANGE-CO, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets
December 31, 1995 (unaudited) and September 30,
1995 (audited) 3
Consolidated Statements of Operations (unaudited)
Three Months ended December 31, 1995 and 1994 4
Consolidated Statements of Cash Flows (unaudited)
Three Months ended December 31, 1995 and 1994 5
Notes to Consolidated Financial Statements (unaudited) 6-8
ITEM 2.
Management's Discussion and Analysis of Results
of Operations and Financial Conditions 9-13
PART II. OTHER INFORMATION
ITEM 6.
Exhibit and Reports on Form 8 K 14
SIGNATURES 14
-2-
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
ORANGE-CO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31, 1995 September 30, 1995
ASSETS (unaudited) (audited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 599 $ 845
Receivables 8,477 9,617
Advances on fruit purchases 844 787
Inventories 46,134 36,067
Prepaid and other 331 33
--------- ---------
Total current assets 56,385 47,349
--------- ---------
Property and equipment, net 109,708 107,785
--------- ---------
Other assets:
Excess of cost over net assets of
acquired companies 11,684 11,778
Property held for disposition 472 692
Other 3,738 3,408
--------- ---------
Total other assets 15,894 15,878
--------- ---------
Total assets $181,987 $171,012
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments on long-term debt $ 2,106 $ 2,094
Accounts payable 6,582 4,394
Accrued liabilities 12,707 11,318
Dividends payable 1,030 -
--------- ---------
Total current liabilities 22,425 17,806
Deferred income taxes 21,752 21,585
Other liabilities 511 437
Long-term debt 36,342 31,252
--------- ---------
Total liabilities 81,030 71,080
--------- ---------
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 24,829 23,823
--------- ---------
101,421 100,415
Less:
Treasury stock, at cost: 48,924
shares at December 31, 1995 and
50,924 shares at September 30, 1995 (464) (483)
--------- ---------
Total stockholders' equity 100,957 99,932
--------- ---------
Total liabilities and stockholders'
equity $181,987 $171,012
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL
STATEMENTS.
-3-
<TABLE>
<CAPTION>
ORANGE-CO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
(unaudited)
(in thousands except for per share data)
1995 1994
<S> <C> <C>
Sales $23,350 $30,573
Cost of sales 18,612 28,053
-------- --------
Gross profit 4,738 2,520
Other costs and expenses, net:
Selling, general and administrative (1,145) (1,073)
Gain on disposition of property and equipment - 426
Other (10) 8
Interest (417) (547)
-------- --------
Income before income taxes 3,166 1,334
Income tax expense 1,122 556
-------- --------
Net income $ 2,044 $ 778
======== ========
Net income per common and common equivalent shares: $ .20 $ .08
======== ========
Average number of common and common
equivalent shares outstanding 10,299 10,298
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
-4-
<TABLE>
<CAPTION>
ORANGE-CO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
(unaudited)
(in thousands)
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,044 $ 778
--------- -------
Adjustments to reconcile net income to
net cash provided by (used for) operating
activities:
Depreciation and amortization 1,138 1,028
Deferred income taxes 167 526
(Gain) on disposition of property
and equipment and other (7) (426)
Change in assets & liabilities:
(Increase)decrease in receivables 1,140 (1,164)
(Increase) in advance on fruit purchases (57) (151)
(Increase)decrease in inventory (10,067) 7,136
(Increase) in prepaids and other (298) (249)
Increase in accounts payable
and accrued liabilities 3,577 1,296
Other, net (313) (130)
-------- -------
Total Adjustments (4,720) 7,866
-------- -------
Net cash provided by (used for)
operating activities (2,676) 8,644
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property & equipment 248 582
(Increase)decrease in note & mortgage receivables 44 (73)
Additions to property & equipment (2,975) (2,565)
-------- -------
Net cash (used for) investing activities (2,683) (2,056)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments on)long-term debt 5,102 (5,456)
(Payments on) note payable to bank - (1,000)
Issuance of treasury stock 11 -
-------- -------
Net cash provided by (used for) financing
activities 5,113 (6,456)
-------- -------
NET INCREASE(DECREASE) IN CASH AND CASH
EQUIVALENTS (246) 132
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 845 765
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 599 $ 897
======== =======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
-5-
ORANGE-CO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. MANAGEMENT'S OPINION
The Consolidated Financial Statements include the accounts of
Orange-co, Inc. and Subsidiaries (the "Company"), after elimination
of material intercompany accounts and transactions.
In the opinion of the management of the Company, the
accompanying financial statements reflect adjustments, consisting
only of normal recurring adjustments unless otherwise disclosed,
which are necessary to present fairly the financial position,
results of operations and cash flows for the periods presented:
Unaudited Consolidated Balance Sheet at December 31, 1995
Audited Consolidated Balance Sheet at September 30, 1995
Unaudited Consolidated Statements of Operations and Statements
of Cash Flows for the three month periods ended December 31, 1995
and 1994.
2. NOTES PAYABLE AND LONG-TERM DEBT
As of December 31, 1995, the Company had access to a $40
million working capital line of credit facility payable in January
1997. Accordingly, the balance at December 31, 1995 was classified
as long-term. This facility is collateralized by most of the
Company's current assets. The outstanding balance at December 31,
1995 was approximately $22,665,000. Approximately $16,163,000 was
additionally available to be borrowed under this facility. The interest
rate on the facility is variable based upon the financial institution's
cost of funds plus a margin. Subsequent to December 31, 1995, the term
on this facility was extended to April 1997.
Additionally, as of December 31, 1995 the Company had a
$6,000,000 short-term capital revolving credit facility to provide
interim financing for capital projects. As of December 31, 1995
there was no outstanding balance on this facility. The interest
rate is variable based upon the financial institution's cost of
funds plus a margin.
At December 31, 1995, the Company's outstanding long-term debt
(including the $22,665,000 balance on the working capital line of
credit facility) was approximately $38,448,000, of which $2,106,000
matures in the next twelve months and the remainder matures at various
times over the subsequent thirteen years.
Interest paid, net of amounts capitalized, was approximately
$403,000 and $501,000 for the three months ended December 31,
1995 and 1994, respectively. Interest capitalized was approximately
$135,000 and $110,000 for the three months ended December 31, 1995
and 1994, respectively.
-6-
3. INVENTORIES
<TABLE>
<CAPTION>
The major components of inventory are summarized as follows (in
thousands):
December 31, 1995 September 30, 1995
<S> <C> <C>
Finished goods $37,574 $24,086
Fruit-on-tree 7,099 7,952
Other 1,461 4,029
------- -------
Total $46,134 $36,067
======= =======
</TABLE>
As of December 31, 1995 the Company held contracts for
frozen concentrated orange juice ("FCOJ") futures positions
totaling approximately $7,682,000 with unrealized gains of
approximately $308,000. Exposure to off-balance sheet risk related
to these positions results from market fluctuations of FCOJ futures
prices relative to the Company's open positions. Cash deposit
requirements with brokers as of December 31, 1995 totaled $202,500
and vary with market price fluctuations.
4. OTHER
The Company operates in one industry segment, "Citrus".
Substantially all sales are to entities that market citrus and
citrus-related products.
During the three month period ended December 31, 1995 the Company
had two customers who individually accounted for approximately 23.7%
and 20.8% of total sales. During the three month period ended
December 31, 1994 the Company had two customers who individually
accounted for approximately 16.9% and 11.4% of total sales.
5. INCOME TAXES
The provision for income taxes is calculated using the asset and
liability method prescribed by Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes". Under this 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.
-7-
<TABLE>
<CAPTION>
The provision for income taxes for the three month periods
ended December 31, 1995 and 1994 is summarized as follows
(in thousands):
1995 1994
<S> <C> <C>
Current:
Federal income tax $ 799 $ 30
State income tax 156 -
------ ----
Total $ 955 $ 30
------ ----
Deferred:
Federal income tax $ 74 $471
State income tax 93 55
------ ----
Total $ 167 $526
------ ----
Total provision for income taxes $1,122 $556
====== ====
</TABLE>
<TABLE>
<CAPTION>
The following is a reconciliation of the expected income
tax expense computed at the U.S. Federal statutory rate of 34%
and the actual income tax provisions for the three month periods
ended December 31, 1995 and 1994 (in thousands):
1995 1994
<S> <C> <C>
Expected income tax $1,076 $454
Increase(decrease) resulting from:
State income taxes, net of federal tax benefit 196 55
Loss on foreign operations 12 16
Permanent items and other 41 31
Adjustment of prior year's deferred income tax
liability (203) -
------- ----
Total provision for income taxes $1,122 $556
======= ====
</TABLE>
6. CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
The following table reflects the changes in stockholders'
equity since September 30, 1995 as a result of net income,
dividends declared, and treasury stock transactions
(in thousands):
Treasury
September 30, Net Dividends Stock December 31,
1995 Income Declared Issued 1995
<S> <C> <C> <C> <C> <C>
Common stock $ 5,175 $ - $ - $ - $ 5,175
Capital in excess
of par value 71,417 - - - 71,417
Retained earnings 23,823 2,044 (1,030) (8) 24,829
Treasury stock (483) - - 19 (464)
-------- ------ ------- ---- --------
Total stockholders'
equity $99,932 $2,044 $(1,030) $11 $100,957
======== ====== ======== === =========
-8-
ORANGE-CO, INC. AND SUBSIDIARIES
PART I - ITEM 2
Management's Discussion and Analysis
of Financial Condition and Results of Operations
First Quarter of Fiscal 1995 versus First Quarter of Fiscal 1994
The following is management's discussion and analysis of
significant factors which have affected the Company's operations
during the periods included. It compares the Company's operations
for the three month period ended December 31, 1995 to operations for
the three month period ended December 31, 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 between the respective periods.
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended December 31, 1995 vs Three Months Ended December 31, 1994
Increases/(Decreases)
(in thousands)
Sales Cost of Sales Net Change
<S> <C> <C> <C>
Beverage Division . . . . . . . . $(7,490) $(9,587) $2,097
Grove Management Division . . . . 267 146 121
-------- -------- ------
Total . . . . . . . . . . . . . . $(7,223) $(9,441) 2,218
======== ========
Other costs and expenses, net:
Selling, general and administrative . . . . . . . . . . . (72)
Gain on disposition of property and equipment . . . . . . (426)
Other income and expense . . . . . . . . . . . . . . . . (18)
Interest . . . . . . . . . . . . . . . . . . . . . . . . . 130
-------
Income before income taxes. . . . . . . . . . . . . . . . . 1,832
Provision for income taxes . . . . . . . . . . . . . . . . (566)
-------
Net income . . . . . . . . . . . . . . . . . . . . . . . . $1,266
=======
</TABLE>
RESULTS OF OPERATIONS
SALES
Sales for the three month period ended December 31, 1995
decreased approximately $7,223,000 or 23.6% compared to the same
period in the prior year. The Beverage Division accounted for the
principal decrease for the current period with decreased sales of
approximately $7,490,000. Grove Management Division sales increased
approximately $267,000 for the current period compared to the same
period in the prior year.
BEVERAGE DIVISION The Beverage Division sales decreased approximately
$7,490,000 or 25.7% during the current three month period compared
to the same period in the prior year. Revenues from the sale of the
Company's bulk citrus juice products decreased approximately $8,395,000
as a result of offsetting increases and decreases. As a part of this
decrease, revenues from the volume of bulk citrus products sold decreased
approximately $9,060,000 during the current period compared to the
same period in the prior year. This decrease in sales volume was due
primarily to lower level of carryover inventory from the prior
-9-
year. The decrease in volume was partially offset by increased prices
for bulk citrus juice products of approximately $665,000 during
the current period compared to the same period in the prior year.
Sales of the Company's packaged 100% citrus juice products sold
increased approximately $122,000 compared to the same period in the
prior year. Higher prices for these products resulted in an
increase of approximately $334,000. This increase was partially
offset by decreases of $212,000 as a result of lower volumes
compared to the same period in the prior year.
The Company's allied packaged juices and drink base products
sales increased approximately $892,000 during the current period
compared to the same period in the prior year. Increases in the
volume of sales of these products accounted for increases of
approximately $796,000. Additionally, prices increased
approximately $96,000 on these products during the current period
compared to the same period in the prior year.
Revenues from the sale of the Company's citrus by-products,
including feed, pulp cells, and citrus oils, increased approximately
$514,000 as a result of a higher volume of by-products being
produced and sold during the current period compared to the same
period in the prior year. This increase in production during the
current period is primarily a result of an increase in the daily plant
production rate during the current three month period compared to the
same period in the prior year. Additionally, price increases
accounted for a revenue increase of approximately $105,000 during the
current three month period compared to the same period in the prior year.
Storage, handling, processing citrus for customers under
contract, and other revenues decreased approximately $728,000
during the current period compared to the same period in the prior
year. This decrease was due primarily to a decrease in the volume
of services performed during the current three month period compared
to the same period in the prior year.
GROVE MANAGEMENT DIVISION Grove Management Division sales increased
approximately $267,000 or 18.7% in the current three month period
compared to the same period in the prior year. The principal
increase of approximately $170,000 resulted from an increase in
grove caretaking revenues. Additionally, revenues from the sale of
fruit to third party packers and processors increased approximately
$79,000 during the current period compared to the same period in the
prior year as a result of higher prices. Also revenues from
harvesting activities increased approximately $18,000 during the
current three month period compared to the same period in the prior
year. This increase was primarily the result of an increase in the
boxes harvested during the current period.
GROSS PROFIT
Gross profit for the three month period ended December 31, 1995
increased approximately $2,218,000 or 88.0% compared to the same
period in the prior year. The principal increase of approximately
$2,097,000 occurred in the Beverage Division. Additionally, there
was an increase in Grove Management Division gross profit of
approximately $121,000 during the current period compared to the
same period in the prior year.
BEVERAGE DIVISION The gross profit of the Company's Beverage
Division increased approximately $2,097,000 during the current
period compared to the same
-10-
period in the prior year. The principal component was an increase
of approximately $2,165,000 which resulted from the sale of
bulk citrus juice products during the current period compared to
the same period in the prior year. Of this amount, approximately
$1,500,000 resulted from the lower cost of raw fruit and concentrate
used in the production of bulk citrus juice products during the
current three month period compared to the same period in the prior
year. Price increases accounted for an additional increase in gross
profit of approximately $665,000.
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 the cost of
inventories and flow through the Consolidated Statements of
Operations as the associated products are sold. As of December 31,
1995 the Company held contracts for FCOJ futures with unrealized
gains of approximately $308,000 which would have been realized if
said positions had been prematurely liquidated on that date. These
unrealized gains are based upon the closing market prices of
equivalent futures obligations and do not necessarily represent
prices at which the Company expects to sell the FCOJ.
Gross profit on the sales of packaged 100% citrus juice products
increased approximately $410,000 during the current three month
period compared to the same period in the prior year. Of this
increase approximately $334,000 resulted from increased prices.
Additionally, gross profit increased approximately $76,000
principally as a result of a lower cost of inventory in the current
period compared to the same period in the prior year.
Gross profit from the sale of the Company's allied packaged
juices and drink base products increased approximately $142,000
during the current period compared to the same period in the
prior year. This increase was primarily a result of higher
prices on increased sales volumes.
Gross profit from citrus by-products, including feed, pulp cells,
and citrus oils, remained stable with a decrease of approximately
$5,000 during the current period compared to the same period in the
prior year. Gross profit from storage, handling, and other
activities decreased by approximately $615,000 during the current
period due to a decrease in these activities compared to the same
period in the prior year.
GROVE MANAGEMENT DIVISION Grove Management Division gross profit
increased approximately $121,000 or 38.7% during the current three
month period compared to the same period in the prior year. The
principal increase of approximately $67,000 resulted primarily from
increases in the prices of fruit sold to third party packers and
processors. Additionally, there was an increase of approximately
$54,000 in gross profit from the Company's grove caretaking and
harvesting activities.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased
approximately $72,000 for the current three month period
compared to the same period in the prior year. Of this increase
approximately $116,000 resulted from an increase in salary and
benefit costs. Offsetting this increase was a reduction in other
costs of approximately $44,000.
-11-
GAIN/(LOSS) ON DISPOSITION OF PROPERTY AND EQUIPMENT AND OTHER
Gains on the disposition of property and equipment decreased
approximately $426,000 during the current three month period. This
decrease was due principally to gains in the first three months of the
prior year on commercial properties no longer used in operations.
There were no comparable sales during the current three month period.
INTEREST EXPENSE
Interest expense decreased approximately $130,000 or 24% during
the current three month period compared to the same period in the
prior year. The principal decrease of $116,000 was a result of a
decrease in outstanding debt. Also, an increase in capitalized
interest resulted in a decrease of $25,000, and amortization of
deferred loan costs and other related expenses decreased
approximately $12,000. Offsetting these reductions were increases
of approximately $17,000 and $6,000 due to an increase in interest
rates and a decrease in interest income, respectively.
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
1995-96 season in late October.
The Company's ability to generate cash adequate to meet its
needs, including the financing 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 December 31,
1995 was approximately $22,665,000 and approximately $16,163,000 of
additional borrowings were available under this facility. 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 April 1997; accordingly, it is
classified long-term. The Company anticipates that the working
capital facility will be adequately serviced with cash proceeds
from operations.
Additionally, as of December 31, 1995, the Company had a $6
million short-term capital revolving credit facility to provide
interim financing for capital projects. As of December 31, 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 increased approximately $9,036,000 as of December
31, 1995 compared to the fiscal year ended September 30, 1995. The
principal component of this was an increase in inventories of
approximately $10,067,000 in the current three month period due
principally to the Company's increased daily plant production
rate and decreased bulk sales as previously mentioned.
The Company's accounts receivable balance decreased approximately
$1,140,000 during the current period and there was a decrease in
cash and cash equivalents of approximately $246,000. Advances on
fruit purchases increased approximately $57,000 as the
-12-
Company purchased fruit associated with the 1995-96 season. Also,
there was an increase of approximately $298,000 in prepaid expenses
and other current assets.
Current liabilities increased approximately $4,619,000 during the
current three month period compared to the fiscal year ended
September 30, 1995. There was an increase of approximately
$3,577,000 in accounts payable and accrued liabilities as a result
of the beginning of the processing season. The current portion of
long-term debt increased approximately $12,000. Additionally, cash
dividends payable increased by approximately $1,030,000 due to a
dividend declared during the first quarter of the current fiscal
year.
At December 31, 1995 the Company's outstanding long-term debt was
approximately $36,342,000 including the working capital facility of
approximately $22,665,000. In addition, current installments of
long-term debt were approximately $2,106,000 with the remaining
amounts due on various dates over the subsequent thirteen years.
The Company anticipates that the amounts due over the next twelve
months will be paid out of working capital. At December 31, 1995,
the Company was in compliance with its loan covenants.
During the first quarter of the current fiscal year, capital
expenditures of approximately $694,000 were made for the installation
of new irrigation systems on 1,084 acres of Company-owned groves.
Additional expenditures of approximately $1,695,000 were made
during the current period primarily for the purpose of improving
the efficiency and capacity of the Bartow processing facility.
Also during the current period expenditures of approximately
$228,000 were made for grove operations equipment. The Company
anticipates that these improvements will be financed principally from
working capital or by securing additional funds under existing mortgages.
OTHER SIGNIFICANT EVENTS
In October 1995 the United States Department of Agriculture
("USDA") announced a Florida crop of approximately 202,000,000 boxes
of round oranges for the 1995-96 season. In January 1996 the USDA
revised this estimate to approximately 206,000,000 boxes. The USDA
crop forecast released February 8, 1996 remained at 206,000,000 boxes
of round oranges. During the night of February 4, 1996, the Florida
citrus industry experienced several hours of below freezing
temperatures, which could have a negative impact on the 1995-96 crop
size and juice yield. The effects on the Company, if any, are unknown
at this time.
-13-
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit EXHIBIT Page
No. No.
10.22 The Fourth Amendment to the Loan Agreement 15
By and among Orange-co, Inc., Orange-co of
Florida, Inc. and SunTrust Bank, Central
Florida, National Association f/k/a/
SunBank, National Association for a
Revolving Line of Credit dated January 23,
1996.
27 Financial Data Schedule (Electronic Filing
Only)
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: February 13, 1996 By:/s/ Gene Mooney
--------------------------
Gene Mooney
President and
Chief Operating Officer
Date: February 13, 1996 By:/s/ Dale A. Bruwelheide
--------------------------
Dale A. Bruwelheide
Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000004507
<NAME> ORANGE-CO, INC.
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 599
<SECURITIES> 0
<RECEIVABLES> 8,831
<ALLOWANCES> (354)
<INVENTORY> 46,134
<CURRENT-ASSETS> 56,385
<PP&E> 145,925
<DEPRECIATION> 36,217
<TOTAL-ASSETS> 181,987
<CURRENT-LIABILITIES> 22,425
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</TABLE>
EXHIBIT 10.22
FOURTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT dated January 23, 1996, by and
between:
ORANGE-CO, INC., a Florida corporation and ORANGE-CO
OF FLORIDA, INC., a Florida corporation, 2020 Highway
17 South, Bartow, Florida 33830 (hereinafter
collectively referred to as the "Borrowers");
and
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
f/k/a SUN BANK, NATIONAL ASSOCIATION, a national
banking association, 200 South Orange Avenue, Post
Office Box 3833, Orlando, Florida 32897 (hereinafter
referred to as the "Bank").
W I T N E S S E T H:
WHEREAS, pursuant to the Loan Agreement, dated June 16, 1993, by and
among the Bank and the Borrowers, as amended, the Bank agreed to extend to
the Borrowers a working capital line of credit loan in the maximum principal
amount of $40,000,000.00 (the "Working Capital Loan") and a revolving line of
credit loan in the maximum principal amount of $6,000,000.00 (the Revolving
Loan ); and
WHEREAS, the Borrowers have requested the Bank to (a) renew and extend
the maturity date of the Working Capital Loan from January 31, 1997 until
April 30, 1997 and (b) renew and extend the maturity of the Revolving Loan
from January 31, 1996 until April 30, 1996.
NOW, THEREFORE, for and in consideration of the above premises, and the
mutual covenants and agreements contained herein, the Borrowers and the Bank
do hereby agree as follows:
1. Amendments to Loan Agreement. The Loan Agreement is hereby
amended as follows:
(a) The definition of "Revolving Period" is hereby deleted and,
in lieu thereof, there is substituted the following:
"'Revolving Period' shall mean the period
during the term of the Loans, which, in
the case of the Revolving Loan, shall
commence on the date hereof and end on the
earlier of the occurrence of (i) an Event
of Default or (ii) April 30, 1996, or such
later date as the Bank may agree to in
writing, and in the case of the Working
Capital Loan, shall commence on the date
hereof and end on the occurrence of (i) an
Event of Default or (ii) April 30, 1997,
or such later date as the Bank may agree
to in writing."
2. Capitalized Terms. All capitalized terms contained herein shall
have the meanings assigned to them in the applicable Loan Documents (as
defined in the Loan Agreement) unless the context herein otherwise dictates or
unless different meanings are specifically assigned to such terms herein.
3. Representations and Warranties. Each of the Borrowers represents
and warrants as follows:
(a) The execution, delivery and performance of this Fourth
Amendment to Loan Agreement and the other loan documents provided to the Bank
in connection therewith has been duly authorized by all requisite action of
the Borrowers; and
(b) The Loan Documents are valid, legal binding obligations of
the Borrowers enforceable in accordance with their terms. There are no
defenses, counterclaims, rights of setoff or recoupment thereunder.
4. Miscellaneous. The Borrowers hereby confirm the terms conditions,
representations and warranties of the Loan Agreement. The Loan Agreement, as
amended hereby, shall remain in full force and effect and this Fourth
Amendment to Loan Agreement shall not be deemed to be a novation.
5. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.
IN WITNESS WHEREOF, the parties have executed the Fourth Amendment to
Loan Agreement as of the day and year first above written.
BORROWERS:
ORANGE-CO, INC., a Florida corporation
By: /s/Dale A. Bruwelheide
-----------------------------------
Dale A. Bruwelheide, Vice President
ATTEST
/s/John R. Alexander
________________________________
John R. Alexander, Secretary
(CORPORATE SEAL)
ORANGE-CO OF FLORIDA, INC., a Florida
corporation
By: /s/Dale A. Bruwelheide
___________________________________
Dale A. Bruwelheide, Vice President
ATTEST
/s/John R. Alexander
________________________________
John R. Alexander, Secretary
(CORPORATE SEAL)
BANK:
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION f/k/a SUN BANK, NATIONAL ASSOCIATION
By: /s/William A. Mang
_____________________________________
William A. Mang, First Vice President
