SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K/A
Amendment No. 1 to
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) December 7, 1999
RICA FOODS, INC. (formerly known as Costa Rica International, Inc.)
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
0-18222 87-0432572
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(Commission File Number) (IRS Employer Identification No.)
95 MERRICK WAY, SUITE 507
CORAL GABLES, FLORIDA 33134
(Address of principal executive offices) (Zip Code)
(305) 476-1757
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(Registrant's telephone number, including area code)
<PAGE>
This Current Report on Form 8-K/A amends Item 7(a) and (b) of the Current
Report filed with the Securities and Exchange Commission (the "SEC") on December
16, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Financial statements of Corporacion Pipasa and Subsidiaries ("Pipasa")
for the period ended September 30, 1999, have been consolidated in the
Audited Consolidated Financial Statements and supplementary data of
Rica Foods, Inc. (the "Company") filed in the Company's Annual Report
on Form 10-K with the SEC on January 13, 2000.
(b) PRO FORMA FINANCIAL INFORMATION
1. Pro Forma Combined Condensed Balance Sheet as of September 30,
1999 (Unaudited).
2. Pro Forma Combined Condensed Statement of Income for the year ended
September 30, 1999 (Unaudited).
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PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The following pro forma unaudited combined condensed financial statements and
related notes give effect to the acquisitions of the remaining 40.44% minority
interest of Corporacion Pipasa, S.A., a Costa Rican corporation, and
Subsidiaries ("Pipasa"), in exchange for the issuance of 3,683,595 restricted
shares of common stock of Rica Foods, Inc. (the "Company"). The acquisition of
Pipasa is being accounted for at the value of the minority interest as of the
acquisition date, on the basis that the owner of the minority interest of Pipasa
is a major shareholder of the Company. The pro forma unaudited combined
condensed financial statements also include the effect of the acquisition of the
remaining 43.62% minority interest of Corporacion As de Oros, S.A., a Costa
Rican corporation, and Subsidiaries ("As de Oros"), which was acquired by the
Company on November 22, 1999, in exchange for the issuance of 1,670,921
restricted shares of common stock of the Company. Pro forma unaudited combined
condensed financial statements and related notes giving effect to the
acquisition of the minority interest of As de Oros are included in the Current
Report on Form 8-K/A which has been filed by the Company with the SEC on
February 3, 2000. The acquisition of As de Oros was accounted for under the
purchase method of accounting.
The pro forma unaudited combined condensed financial statements are presented
using the Company's audited consolidated financial statements for the year ended
September 30, 1999. The pro forma adjustments and the assumptions on which they
are based are described in the accompanying notes to the pro forma financial
statements.
The pro forma information is presented for illustrative purposes only and is not
necessarily indicative of the consolidated financial position or consolidated
results of operations of the Company that would have been reported had these
transactions occurred on the date indicated, nor do they represent a forecast of
the consolidated financial position of the Company at any future date or the
consolidated results of operations of the Company for any future period. The pro
forma financial statements, including the notes thereto, should be read in
conjunction with the Consolidated Financial Statements of the Company included
in its Annual Report on Form 10-K for the year ended September 30, 1999, filed
with the SEC on January 13, 2000.
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<TABLE>
<CAPTION>
Pro Forma Consolidated Condensed Balance Sheet reflecting the Company, after
giving effect to the acquisitions of the remaining minority interest of
As de Oros and Pipasa (Unaudited)
As of September 30, 1999
(Dollars in thousands)
Pro Forma Adjustments in Combined Pro Forma
Rica Foods, Inc. As de Oros Pipasa Balance Sheet
---------------- ---------- ------ ------------------
Assets
------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 3,913 $ 3,913
Notes and accounts receivable, net 9,603 9,603
Inventories, net 13,897 13,897
Other current assets 3,354 3,354
-------- --------
Total current assets 30,767 30,767
-------- --------
Property, plant and equipment, net 31,923 (1) 4,790 36,713
Long-term investment 4,261 4,261
Cost in excess of acquired business, net 1,382 (2) 2,273 3,655
Other assets 1,990 1,990
-------- --------
Total assets $ 70,323 $ 77,386
======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 12,085 $ 12,085
Notes payable 7,583 7,583
Other current liabilities 4,862 4,862
-------- --------
Total current liabilities 24,530 24,530
Long-term debt, net of current portion 21,443 21,443
Due to stockholders 17 17
Deferred income tax liability 1,765 (3) 1,437 3,202
-------- --------
Total liabilities 47,755 49,192
-------- --------
Minority interest 9,468 (4) (2,227) (4) (6,238) 1,003
Stockholders' equity:
Common stock 7 (6) 2 (7) 3 12
Preferred stock 2,216 2,216
Additional paid-in capital 12,137 (6) 7,851 (7) 6,235 26,223
Comprehensive loss (6,828) (6,828)
Retained earnings 6,481 6,481
-------- --------
14,013 28,104
Less:
Due from stockholders (645) (645)
Treasury stock, at cost (268) (268)
-------- --------
Total stockholders' equity 13,100 27,191
-------- --------
Total liabilities and stockholders' equity $ 70,323 $ 77,386
======== ========
The accompanying notes to unaudited pro forma combined condensed Balance
Sheet are an integral part of these statements.
</TABLE>
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<TABLE>
<CAPTION>
Pro Forma Consolidated Condensed Statement of Income reflecting the Company,
after giving effect to the acquisitions of the remaining minority interest of
As de Oros and Pipasa (Unaudited)
For the year ended September 30, 1999
(Dollars in thousands except per share data)
Pro Forma Adjustments in Combined Pro Forma
Rica Foods, Inc. As de Oros Pipasa Income Statement
---------------- ---------- ------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Sales $ 118,550 $ 118,550
Cost of sales 77,275 (1) 259 77,534
------------ ------------
Gross profit 41,275 41,016
------------ ------------
Operating expenses:
General and administrative 11,413 (1) 57 11,470
Selling 17,036 (1) 163 17,199
Amortization of cost in excess of net assets of acquired
business 399 (2) 455 854
------------ ------------
Total operating expenses 28,848 29,523
------------ ------------
Income from operations 12,427 11,493
Other expenses (income):
Interest expense 3,484 3,484
Interest income (677) (677)
Foreign exchange losses, net 1,806 1,806
Miscellaneous, net (360) (360)
------------ ------------
Total other expenses 4,253 4,253
------------ ------------
Income before income taxes and minority interest 8,174 7,240
Provision for income taxes 762 (3) (144) 618
------------ ------------
Income before minority interest 7,412 6,622
Minority interest (4,133) (5) 2,061 (5) 1,970 (102)
------------ ------------
Net income 3,279 6,520
Preferred stock dividends 238 238
------------ ------------
Net income applicable to common stockholders $ 3,041 $ 6,282
============ ============
Earnings per share:
Basic earnings per share $ 0.43
============
Diluted earnings per share $ 0.42
============
Weighted average number of common shares outstanding:
Basic 7,122,170
============
Diluted 7,269,769
============
Pro forma earnings per share:
Pro forma basic earnings per share $ 0.50
===============
Pro forma diluted earnings per share $ 0.50
===============
Pro forma weighted average number of common shares outstanding:
Pro forma basic 12,476,686
===============
Pro forma diluted 12,624,285
===============
The accompanying notes to unaudited pro forma combined condensed financial
statements are an integral parts of these statements.
</TABLE>
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NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The pro forma statements and related notes give pro forma effect to the
acquisitions of the remaining minority interest of 40.44% of Corporacion Pipasa
S.A. ("Pipasa") and 43.62% of Corporacion as de Oros S.A. ("As de Oros") by Rica
Foods, Inc. (the "Company"). The acquisition of Pipasa was accounted for at the
value of Pipasa's minority interest on the acquisition date. The acquisition of
the minority interest in As de Oros was accounted for under the purchase method.
The minority interests of Pipasa and As de Oros (the "Subsidiaries") were
acquired by the Company on December 7, 1999 and November 22, 1999, respectively.
The balance sheet of the Company as of September 30, 1999, as filed in Rica's
Annual Report in Form 10-K, includes the account balances of the Subsidiaries as
of September 30, 1999 as well as their corresponding minority interest. The
combined pro forma balance sheet uses as an acquisition date of October 1, 1998
to reflect the acquisition of the minority interest in the Subsidiaries.
The statement of income of the Company for the year ended September 30, 1999, as
filed in Rica's Annual Report on Form 10-K, includes the results of operations
for the Subsidiaries, net of the minority interest, for the year then ended. The
combined pro forma income statement uses an acquisition date of October 1, 1998
to reflect the acquisition of the minority interest in the Subsidiaries.
The pro forma basic and diluted earnings per share amounts are based on the
weighted average number of common shares and common shares equivalents
outstanding during the year ended September 30, 1999, including the issuance of
3,683,595 and 1,670,921 restricted shares issued to acquire the remaining 40.44%
and 43.62% of Pipasa and As de Oros, respectively. As part of the pro forma
calculation, the shares issued to acquire the Subsidiaries are recorded as
issued on October 1, 1998.
The unaudited pro forma statements of earnings are not necessarily indicative of
operating results which would have been achieved had the transactions been
consummated as of October 1, 1998 and should not be construed as representative
of future of earnings.
The Company does not expect to adopt any material change to the accounting
policies used by the Subsidiaries, nor expects the acquisitions of 100% of the
minority interests in the Subsidiaries to result in any material changes
concerning current income taxes.
The following adjustments were recorded in the pro forma financial statements to
reflect the acquisition of the minority interest of the Subsidiaries:
1. Reflects excess fair market value over book value of the net assets
acquired from As de Oros and its respective depreciation . Excess fair
market value over book value is depreciated over a period of approximately
10 years using the straight-line method, which is consistent with the
useful life of the assets.
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2. Reflects excess of purchase price over fair value of the 43.62% of As de
Oros' net assets acquired on November 22, 1999 ("Goodwill") and its
respective amortization. Goodwill is amortized using the straight-line
method over a 5-year period.
3. Represents a deferred tax liability originated by the excess of fair market
value over the book value of property, plant and equipment acquired from As
de Oros, and the tax effect of the amortization of these assets.
4. Eliminates Pipasa's and As de Oros' minority interest as of September
30, 1999.
5. Eliminates the minority interest's proportionate share of income from the
operations of Pipasa and As de Oros for the year ended September 30, 1999.
6. Reflects issuance of 1,670,921 restricted shares under the purchase method
to acquire the remaining 43.62% of As de Oros, during the year ended
September 30, 1999.
7. Reflects issuance of 3,683,595 restricted shares, valued at the historical
cost of the minority interest on the acquisition date, to acquire 40.44% of
Pipasa, during the year ended September 30, 1999.
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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 hereunto duly authorized.
RICA FOODS, INC.
Dated: February 10, 2000 By: /S/ RANDALL PIEDRA
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RANDALL PIEDRA
Chief Financial Officer
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