<PAGE> 1
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 For the quarterly period
ended March 31, 1996
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period
from _________________ to ____________________
Commission file number 0-26096
THE UNIMARK GROUP, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2436543
(State of incorporation or organization) (I.R.S. Employer Identification No.)
UNIMARK HOUSE
124 MCMAKIN ROAD
LEWISVILLE, TEXAS 75067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 491-2992
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X . No .
----- -----
As of May 10, 1996, the number of shares outstanding of each class of common
stock was:
Common Stock, $.01 par value: 6,861,833 shares
<PAGE> 2
INDEX
THE UNIMARK GROUP, INC.
<TABLE>
<S> <C>
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - December 31, 1995 and
March 31, 1996 ............................................................................ 3
Condensed Consolidated Statements of Income for the Three Months Ended March 31, 1995 and
1996 ...................................................................................... 4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1995
and 1996 .................................................................................. 5
Notes to Condensed Consolidated Financial Statements - March 31, 1996 ..................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations .................................................................................... 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ..................................................... 12
Signatures ..................................................................................... 14
</TABLE>
2
<PAGE> 3
THE UNIMARK GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, MARCH 31,
1995 1996
-------------------------------------
(Note 2) (UNAUDITED)
(In thousands, except share data)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,286 $ 1,703
Accounts receivable 4,484 5,866
Receivable from related parties 90 1,919
Inventories 6,182 7,448
Taxes receivable 824 751
Deferred income taxes 81 68
Prepaid expenses 300 232
----------- --------------
Total current assets 18,247 17,987
Property, plant and equipment, net 7,689 10,304
Deferred income taxes 338 132
Other assets 224 767
----------- --------------
$ 26,498 $ 29,190
=========== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings 3,545 $ 4,259
Current portion of long-term debt 183 150
Accounts payable 4,356 3,417
Accrued expenses 943 1,690
Income taxes payable 13 217
Deferred income taxes 1,726 2,072
----------- --------------
Total current liabilities 10,766 11,805
Long-term debt, less current portion 699 932
Deferred income taxes 55 55
Shareholders' equity:
Common stock, $0.01 par value:
Authorized shares - 20,000,000
Issued and outstanding shares - 5,918,050 in
1995 and 5,983,310 in 1996 59 60
Additional paid-in capital 13,035 13,538
Retained earnings 1,884 2,800
----------- --------------
14,978 16,398
----------- --------------
$ 26,498 $ 29,190
=========== ==============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
THE UNIMARK GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1996
--------------- ------------
(In thousands, except per share data)
<S> <C> <C>
Net sales $ 8,483 $ 11,278
Cost of products sold 5,927 7,197
--------------- ------------
2,556 4,081
Selling, general and administrative expenses 1,777 2,739
--------------- ------------
Income from operations 779 1,342
Other income (expense):
Interest expense (122) (104)
Interest income 94 184
Foreign currency transaction gain (loss) (123) (51)
Other 4 3
--------------- ------------
(147) 32
--------------- ------------
Income before income taxes 632 1,374
Income tax expense (benefit) (165) 458
--------------- ------------
Net income $ 797 $ 916
=============== ============
Earnings per share:
Primary $ 0.16 $ 0.14
=============== ============
Fully diluted
$ 0.16 $ 0.14
=============== ============
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
THE UNIMARK GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1996
------------- ------------
(In thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 797 $ 916
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 86 238
Deferred income taxes (181) 531
Changes in operating assets and liabilities:
Receivables 670 (2,881)
Inventories 190 (1,180)
Prepaid expenses (30) 79
Accounts payable and accrued expenses 168 (521)
Income taxes payable (120) 201
------------- ------------
Net cash provided by (used in) operating activities 1,580 (2,617)
INVESTING ACTIVITIES
Purchase of Deli-Bon shares (986)
Acquisition costs for Deli-Bon (64)
Purchases of property, plant and equipment (321) (1,884)
Other (9) (104)
------------- ------------
Net cash used in investing activities (330) (3,038)
FINANCING ACTIVITIES
Net proceeds from issuance of common stock 504
Net (decrease) increase in short-term borrowings (40) 714
Payments of long-term debt (198) (146)
------------- ------------
Net cash provided by (used in) financing activities (238) 1,072
------------- ------------
Net increase (decrease) in cash and cash equivalents 1,012 (4,583)
Cash and cash equivalents at beginning of period 803 6,286
------------- ------------
Cash and cash equivalents at end of period $ 1,815 $ 1,703
============= ============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
THE UNIMARK GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - INTERIM FINANCIAL STATEMENTS
The condensed consolidated financial statements at March 31, 1996, and for the
three month period then ended are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim period. These condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto, together with Management's Discussion
and Analysis of Financial Condition and Results of Operations, contained in the
Company's annual report on Form 10-KSB incorporated by reference. The results
of operations for the three months ended March 31, 1996 are not necessarily
indicative of future financial results.
NOTE 2 - YEAR END FINANCIAL STATEMENT
The condensed consolidated balance sheet at December 31, 1995 has been derived
from the audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.
NOTE 3 - EARNINGS PER SHARE
Earnings per share was calculated based on the weighted average number of
common and common equivalent shares outstanding. The modified treasury stock
method was utilized to measure the dilutive effect of options and warrants in
1995.
NOTE 4 - RELATED PARTY TRANSACTIONS
Effective January 1, 1995, UniMark entered into a five year operating agreement
with Industrias Horticolas de Montemorelos, S.A. de C.V. ("IHMSA") to operate a
freezing plant located in Montemorelos, Nuevo Leon. Pursuant to the terms of
the operating agreement, UniMark is obligated to pay IHMSA an operating fee
sufficient to cover the interest payments on IHMSA's existing outstanding debt
(approximately $4.6 million). Interest rates available on the renewal of the
portion of IHMSA's debt which recently became due have increased significantly
due in large part to economic conditions in Mexico. Since, under the terms of
the operating agreement, the Company would incur any increase in the interest
payments, the Company elected to advance funds to IHMSA to retire the portion
of the debt that recently became due instead of renew it. At March 31, 1996,
advances to IHMSA of $1.8 million are included in the balance receivable from
related parties. IHMSA is presently working to secure acceptable long-term
financing. It is anticipated that IHMSA will refinance the debt and repay the
balance owed to UniMark before the end of the year.
NOTE 5 - ACQUISITION OF DELI-BON
On January 3, 1996, the Company acquired, in a purchase transaction, all the
outstanding shares of capital stock of Les Produits Deli-Bon Inc. ("Deli-Bon"),
a Quebec corporation that principally processes and sells fruit salads to the
food service industry in Canada. Total consideration given for the purchase of
the shares included approximately (i) $787,000 in cash, (ii) a $49,000
six-month promissory note and (iii) 28,510 shares of common stock. The
Company's consolidated statement of income for the three month period ended
March 31, 1996 includes the results of operations of Deli-Bon since the date of
acquisition. Pro forma revenues and net income for the
6
<PAGE> 7
three months ended March 31, 1995, assuming the acquisition of Deli-Bon had
occurred on January 1, 1995, are not materially different from historical
results of operations reported herein.
NOTE 6 - SUBSEQUENT EVENTS
On May 9, 1996, the Company acquired all the outstanding shares of capital
stock of Grupo Industrial Santa Engracia, S.A. de C.V. ("GISE"), in exchange
for 782,614 shares of UniMark common stock in a purchase transaction. In
addition, UniMark agreed to pay up to an additional $8 million during the next
four years if GISE achieves certain financial operating targets. GISE operates
two juice plants in the heart of major citrus growing regions in Mexico.
Also on May 9, 1996, the Company acquired all the outstanding shares of capital
stock of Simply Fresh Fruit, Inc. ("Simply Fresh"), in exchange for (i)
$2,500,000 cash, (ii) 90,909 shares of UniMark common stock and (iii) a
five-year covenant not to compete in the amount of $1,000,000 in a purchase
transaction. Simply Fresh is a fruit processing and distribution company
located in Los Angeles, California.
On May 9, 1996 the Company obtained a 120-day $3,000,000 loan from a bank in
Mexico at an annual interest rate of 11.37%. Of this amount, $2,500,000 was
utilized in the Simply Fresh acquisition and the remaining amount is to be used
for working capital and general corporate purposes. The Company intends to
repay the loan with the net proceeds from the sale of common stock described
below.
On May 10, 1996, the Company filed a registration statement (Form S-1) with the
Securities and Exchange Commission relating to its proposed offering of
2,000,000 shares of common stock, 1,400,000 of which are being offered by
UniMark and 600,000 of which are being offered by certain present shareholders.
The Company intends to use the net proceeds of the offering for capital
expenditures, agricultural development, repayment of indebtedness, acquisition
of a juice plant, working capital and other general corporate purposes, which
may include further acquisitions.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CONVERSION TO US GAAP
The Company conducts substantially all of its operations through its
wholly-owned operating subsidiaries: UniMark Foods, UniMark International,
ICMOSA and Deli-Bon. ICMOSA is a Mexican corporation with its headquarters
located in Montemorelos, Nuevo Leon, Mexico, whose principal activities consist
of operating six citrus processing plants and various citrus groves throughout
Mexico. ICMOSA maintains its accounting records in Mexican pesos and in
accordance with Mexican generally accepted accounting principles ("Mexican
GAAP") and is subject to Mexican income tax laws. ICMOSA's financial
statements have been converted to United States generally accepted accounting
principles ("US GAAP") and United States dollars ("US$").
Deli-Bon is a Canadian corporation with its headquarters located in Quebec
City, Quebec, whose principal activities consist of operating a fruit
processing and distribution facility. Deli-Bon maintains its accounting
records in Canadian dollars and in accordance with Canadian generally accepted
accounting principles ("Canadian GAAP") and is subject to Canadian income tax
laws. Deli-Bon's financial statements have been converted to U.S. GAAP and
US$.
Unless otherwise indicated, all dollar amounts included herein are set forth in
US$ in accordance with US GAAP. The functional currency of UniMark and its
subsidiaries is the U.S. dollar.
RESULTS OF OPERATIONS
The following table sets forth certain consolidated financial data expressed as
a percentage of net sales for the three month periods ended March 31, 1995 and
1996.
<TABLE>
<CAPTION>
Percentage of Revenues
----------------------
Three Months Ended March 31,
----------------------------
1995 1996
------ ------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of products sold 69.9 63.8
------ ------
Gross profit 30.1 36.2
Selling, general and administrative expenses 20.9 24.3
------ ------
Income from operations 9.2 11.9
Other income (expense):
Interest expense (1.4) (.9)
Interest income 1.1 1.6
Foreign currency transaction gain (loss) (1.4) (.5)
------ ------
Income before income taxes 7.5 12.2
Income tax expense (credit) (1.9) 4.1
------ ------
Net income 9.4% 8.1%
====== ======
</TABLE>
8
<PAGE> 9
Three Months Ended March 31, 1995 and 1996
Net sales increased $2.8 million, or 33%, from $8.5 million in 1995 to $11.3
million in 1996. This increase was due primarily to a 45% increase in export
sales to Japan from $3.3 million in 1995 to $4.8 million in 1996. The increase
in sales to Japan resulted primarily from an expansion of UniMark's Japanese
customer base and product lines. In addition, sales to North American markets
increased 25% from $5.2 million in 1995 to $6.5 million in 1996 resulting from
the expansion of product lines, increased distribution and the Deli-Bon
acquisition.
Gross profit as a percentage of net sales increased from 30.1% in 1995 to 36.2%
in 1996. This increase resulted primarily from reduced processing costs
obtained through greater production efficiencies and volume. In addition,
import duties between Mexico and the U.S. decreased as a result of the North
American Free Trade Agreement.
Selling, general and administrative expenses ("SG&A") as a percentage of net
sales increased from 20.9% in 1995 to 24.3% in 1996. This increase resulted
primarily from increased delivery, storage and other related marketing expenses
associated with the increase in sales and the operation of an additional
processing and distribution facility in Canada.
Interest expense decreased from 1.4% of net sales in 1995 to 0.9% of net sales
in 1996 as a result of lower interest rates and levels of debt. Actual
interest expense was $122,000 in 1995 and $104,000 in 1996.
Interest income of $94,000 in 1995 and $184,000 in 1996 was earned from the
temporary investment of excess cash funds.
Foreign currency transaction gains and losses result primarily from the
translation of net monetary assets or net monetary liabilities denominated in
Mexican pesos into U.S. dollars. This translation resulted in a net loss of
$123,000 in 1995 and a net loss of $51,000 in 1996.
Income taxes. U.S. income tax expense was $85,000 in 1995 and a benefit of
$88,000 in 1996. In Mexico, an income tax benefit of $250,000 was recognized
in 1995 while income tax expense of $564,000 was recognized in 1996. A Canadian
income tax benefit of $18,000 was recognized in 1996. The income tax benefits
resulted primarily from the recognition of future benefits of tax losses
generated.
Net income, as a result of the foregoing, increased 15% from $797,000 in 1995
to $916,000 in 1996.
STATUTORY EMPLOYEE PROFIT SHARING
All Mexican companies are required to pay their employees, in addition to their
agreed compensation benefits, profit sharing in an aggregate amount equal to
10% of net income, calculated for employee profit sharing purposes, of the
individual corporation employing such employees. All of UniMark's Mexican
employees are employed by its subsidiaries, each of which pays profit sharing
in accordance with its respective net income for profit sharing purposes. Tax
losses do not affect employee profit sharing. Statutory employee profit
sharing expense is reflected in the Company's cost of goods sold and selling,
general and administrative expenses, depending upon the function of the
employees to whom profit sharing payments are made. The Company's net income
on a consolidated basis as shown in the condensed consolidated financial
statements is not a meaningful indication of net income of the Company's
subsidiaries for profit sharing purposes or of the amount of employee profit
sharing.
9
<PAGE> 10
EXCHANGE RATE FLUCTUATIONS
UniMark procures and hand processes substantially all of its products in Mexico
through its wholly owned subsidiary, ICMOSA, for export to the United States,
Canada and Japan. Generally, the cost of fruit procured in Mexico reflects the
spot market price for citrus in the United States. All of UniMark's sales are
denominated in U.S. dollars. As such, UniMark does not anticipate sales
revenues and fruit costs to be materially affected by changes in the valuation
of the Mexican peso. Labor and certain other production costs are peso
denominated. Consequently, these costs are impacted by fluctuations in the
value of the peso relative to the U.S. dollar. Presently, the Company does not
engage in any hedging transactions.
UniMark's consolidated results of operations are affected by changes in the
valuation of the Mexican peso to the extent that ICMOSA has peso denominated
net monetary assets or net monetary liabilities. In periods where the peso has
been devalued in relation to the U.S. dollar, a gain will be recognized to the
extent there are peso denominated net monetary liabilities while a loss will be
recognized to the extent there are peso denominated net monetary assets. In
periods where the peso has gained value, the converse would be recognized.
UniMark's consolidated results of operations are also subject to fluctuations
in the value of the peso as they affect the translation to U.S. dollars of
ICMOSA's net deferred tax assets or net deferred tax liabilities. Since these
assets and liabilities are peso denominated, a falling peso results in a
transaction loss to the extent there are net deferred tax assets or a
transaction gain to the extent there are net deferred tax liabilities.
SEASONALITY
A substantial portion of UniMark's exports to Japan is processed and shipped
during the first and fourth quarter each year. In addition, the demand for
UniMark's chilled citrus and tropical fruit products is strongest during the
fall, winter and spring when seasonal fresh products such as mangoes, peaches,
plums, nectarines and others are not readily available for sales in
supermarkets in North America. Management believes UniMark's quarterly net
sales will continue to be impacted by this pattern of seasonality.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, cash and temporary cash investments totaled $1.7 million, a
decrease of $4.6 million from year end 1995. Operating activities utilized
cash of $2.6 million during the three month period ended March 31, 1996
primarily resulting from an increase in related party receivables and an
increase in inventory levels.
During the three month period ended March 31, 1996, the Company utilized cash
of $3.2 million in investing activities. Of this amount, $1.9 million was
expended on capital equipment and improvements to plant facilities and
approximately $1.0 million was utilized in the acquisition of Deli-Bon.
Net cash generated by financing activities was $1.3 million for the three month
period ended March 31, 1996. Included in financing activities were net
proceeds from the issuance of common stock, changes in short-term borrowings
and payments of long-term debt.
During the three month period ended March 31, 1996, the Company issued (i)
28,510 shares of common stock in the acquisition of Deli-Bon; (ii) 33,750
shares of common stock upon the exercise of 6,750 Representatives' IPO Warrants
and the 13,500 underlying Warrants, and (iii) 3,000 shares of common stock on
the exercise of employee stock options. Net proceeds to UniMark on the
issuance of these 65,260 shares of common stock were $504,000.
10
<PAGE> 11
Cash was generated from an increase in short-term borrowings under existing
credit facilities of $714,000 during the three month period ended March 31,
1996. The Company has established revolving credit facilities with Bank of
America, N.A., Rabobank and Caisse Populaire for short-term debt of up to $3.0
million in the United States, up to $6.0 million in Mexico and up to $250,000
in Canada. At March 31, 1996, the United States revolving credit facility had
an outstanding balance of $1.4 million, the Mexico revolving credit facility
had an outstanding balance of $2.7 million and the Canada revolving credit
facility had an outstanding balance of $103,000. Cash was also used to make
regularly scheduled payments of long-term debt of $146,000 during the three
month period ended March 31, 1996.
In May 1996, in connection with the Simply Fresh Acquisition, the Company
borrowed $3.0 million pursuant to a 120-day bank loan with Confia, S.A.,
Institucion de Banca Multiple, Abaco Grupo Financiero, S.A. de C.V. ("Confia").
This loan is expected to be repaid from the net proceeds from the sale of
common stock described below.
On May 10, 1996, the Company filed a registration statement (Form S-1) with the
Securities and Exchange Commission relating to its proposed offering of
1,400,000 shares of common stock by the Company and 600,000 shares by certain
existing shareholders. The company intends to use the net proceeds of the
offering for capital expenditures, agricultural development, repayment of
indebtedness, acquisition of a juice plant, working capital and other general
corporate purposes, which may include further acquisitions.
The Company's future cash requirements for 1996 and beyond will depend
primarily upon the level of sales; expenditures for capital equipment and
improvements; the timing of inventory purchases and new product introductions
and business acquisition opportunities. The Company believes that anticipated
revenue from operations and existing capital resources will be adequate for its
working capital requirements for at least the next twelve months.
11
<PAGE> 12
EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
11 Statement Re: Computation of Per Share Earnings
B. Reports on Form 8-K
1. The Company filed a current report on Form 8-K, dated January
3, 1996 (the "Deli-Bon Form 8-K") and an Amendment No. 1 to
the Deli-Bon Form 8-K on March 16, 1996, reporting the
acquisition of Les Produits Deli-Bon, Inc. Financial
statements filed with Amendment No. 1 to the Deli-Bon Form 8-K
were:
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The UniMark Group, Inc. and Les Produits Deli-Bon Inc.
Pro Forma Condensed Consolidated Balance Sheet as of December
31, 1995 (Unaudited) Pro Forma Condensed Consolidated
Statement of Income for the year ended December 31, 1995
(Unaudited) Notes to Pro Forma Condensed Consolidated
Financial Information (Unaudited)
HISTORICAL FINANCIAL INFORMATION
The UniMark Group, Inc.
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 1995
Consolidated Statements of Income for the years ended December
31, 1994 and 1995 Consolidated Statements of Shareholders'
Equity for the years ended December 31, 1994 and 1995
Consolidated Statements of Cash Flows for the years ended
December 31, 1994 and 1995 Notes to Consolidated Financial
Statements
Les Produits Deli-Bon Inc.
Auditors' Report
Balance Sheet as of January 31, 1995 and January 2, 1996
Statement of Earnings for the year ended January 31, 1995 and
the eleven month period ended January 2, 1996 Statement of
Retained Earnings for the year ended January 31, 1995 and the
eleven month period ended January 2, 1996 Statement of Changes
in Financial Position for the year ended January 31, 1995 and
the eleven month period ended January 2, 1996 Notes to
Financial Statements
2. The Company filed a current report on Form 8-K, dated May 10,
1996, reporting the acquisitions of Grupo Industrial Santa
Engracia, S.A. de C.V. and Simply Fresh Fruit, Inc.
Financial statements filed with the report on Form 8-K were:
12
<PAGE> 13
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The UniMark Group, Inc.; Les Produits Deli-Bon Inc.; Grupo
Industrial Santa Engracia, S.A. de C.V. and Simply Fresh
Fruit, Inc. Introduction to Pro Forma Condensed Consolidated
Financial Information Pro Forma Condensed Consolidated Balance
Sheet as of December 31, 1995 (Unaudited) Pro Forma Condensed
Consolidated Statement of Income for the year ended December
31, 1995 (Unaudited) Notes to Pro Forma Condensed Consolidated
Financial Information (Unaudited)
HISTORICAL FINANCIAL INFORMATION
Grupo Industrial Santa Engracia, S.A. de C.V.
Reports of Independent Auditors
Balance Sheets as of December 31, 1994 and 1995
Statements of Operations for the Years Ended December 31,
1993, 1994 and 1995 Statements of Stockholders' Equity for the
Years Ended December 31, 1993, 1994 and 1995 Statements of
Cash Flows for the Years Ended December 31, 1993, 1994 and
1995 Notes to Financial Statements
Simply Fresh Fruit, Inc.
Report of Independent Auditors
Balance Sheet as of December 31, 1995
Statement of Income and Retained Earnings for the Year Ended
December 31, 1995 Statement of Cash Flows for the Year Ended
December 31, 1995 Notes to Financial Statements
13
<PAGE> 14
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.
THE UNIMARK GROUP, INC. Registrant
Date: May 14, 1996 /s/ JORN BUDDE
-----------------------------------
Jorn Budde, President
(Principal Executive Officer)
Date: May 14, 1996 /s/ KEITH FORD
-----------------------------------
Keith Ford, Vice President
(Principal Accounting Officer)
14
<PAGE> 15
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------------ -------------------------------------------------------
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
15
<PAGE> 1
Exhibit 11 - Statement Re: Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1996
-------------------------------------
(In thousands, except per share data)
<S> <C> <C>
Primary
Average shares outstanding 4,650 5,955
Net effect of dilutive stock options and warrants - based on the
treasury stock method using average market price 181 392
----- ------
Total 4,831 6,347
===== ======
Net income $797 $916
===== ======
Per share amount $0.16 $0.14
===== ======
Fully Diluted
Average shares outstanding 4,650 5,955
Net effect of dilutive stock options and warrants - based on the
modified treasury stock method in 1995 using the ending
market price, if higher than average market price 705 393
----- ------
Total 5,355 6,348
===== ======
Net income $797 $916
Add interest expense savings, net of federal income tax effect,
from assumed debt repayment 41 0
----- ------
Total $838 $916
===== ======
Per share amount $0.16 $0.14
===== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,703
<SECURITIES> 0
<RECEIVABLES> 5,866
<ALLOWANCES> 0
<INVENTORY> 7,448
<CURRENT-ASSETS> 17,987
<PP&E> 10,304
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,190
<CURRENT-LIABILITIES> 11,805
<BONDS> 932
<COMMON> 60
0
0
<OTHER-SE> 16,338
<TOTAL-LIABILITY-AND-EQUITY> 29,190
<SALES> 11,278
<TOTAL-REVENUES> 11,278
<CGS> 7,197
<TOTAL-COSTS> 7,197
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 104
<INCOME-PRETAX> 1,374
<INCOME-TAX> 458
<INCOME-CONTINUING> 916
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 916
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
