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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
Form 12b-25
NOTIFICATION OF LATE FILING
(check one)
(X) Form 10-K ( ) Form 11-K ( ) Form 20-F ( ) Form 10-Q ( ) Form N-SAR
For Period Ended - December 31, 1998
PART 1 - REGISTRANT INFORMATION
The UniMark Group, Inc. c/o Soren Bjorn
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Full Name of Registrant
N/A
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Former Name if Applicable
124 McMakin Road
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Address of Principal Executive Office
Bartonville, Texas 76226
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City, State and Zip Code
PART II - RULES 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(X) (a) The reasons described in reasonable detail in Part III of this
from could not be eliminated without unreasonable effort or
expense;
(X) (b) The subject annual report or semi-annual report/portion thereof
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report/portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date;
( ) (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the form 10-K, 11-K,
20-F, 10-Q or N-SAR or portion thereof could not be filed within the prescribed
time period.
See Attachment A
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Soren Bjorn (817) 491-2992
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(Name ) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period than the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
(x) Yes ( ) No
(3) It is anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof ?
(X) Yes ( ) No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results can not be made.
The financial results for the fiscal year ended December 31, 1998
compared to the fiscal year ended December 31, 1997 is included is set
forth in the press release attached hereto as Attachment B.
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The UniMark Group, Inc.
(Name or Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: March 31, 1999
By: /s/ Soren Bjorn
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Soren Bjorn
President and Chief Executive Officer
INSTRUCTIONS: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
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ATTACHMENTS "A"
TO FORM 12b-25
At December 31, 1998, the Company had outstanding loan balances with
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. ("Rabobank Nederland"),
its primary lender, of $15.2 million. These loans are collateralized by the
Company's finished goods inventory and accounts receivable in the United States
and Mexico. These loan agreements are scheduled to mature on May 17, 1999.
Also, at December 31, 1998, the Company was in violation of certain financial
covenants in these loan agreements.
Presently, the Company is awaiting formal approval from Rabobank
Nederland of the Company's request to extend the maturity date of these loans
beyond January 1, 2000 and waive those covenants effective as of December 31,
1998. Although no assurances can be given that such extension and waivers will
be granted, the Company believes that its relationship with Rabobank Nederland
is positive and, given the Company's improved balance sheet and cash flow from
operations, the necessary extension is should be granted. The Company and
Rabobank Nederland are diligently working on finalizing these matters. The
Company anticipates that these matters will be resolved such that the Company
should be able to file its Annual Report on Form 10-K on or before April 15,
1999.
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ATTACHMENTS "B"
TO FORM 12b-25
PRESS RELEASE
FOR IMMEDIATE RELEASE For Further Information, Contact:
March 31, 1999 Soren Bjorn, President & CEO
Jim Drewitz, Investor Relations
817-491-2992
THE UNIMARK GROUP, INC. ANNOUNCES
YEAR END FINANCIAL RESULTS
10.9% increase in net sales - $90.1 Million in 1998 compared to
$81 Million in 1997
Bartonville, TX March 31, 1999- The UniMark Group, Inc. (NASDAQ NMS symbol:
"UNMG") announces financial results for the year ended December 31, 1998.
Net sales for year ended December 31, 1998, were $90.1 million compared to
$81.3 million for the same period in 1997. The 10.9% increase in net sales is
due primarily to increased volume of citrus juice and oil sales as well as
packaged fruit retail sales. This increase was primarily the result of a
relative large orange crop and comparatively favorable market conditions for
"from concentrate orange juice". These favorable market conditions reversed in
the fourth quarter of 1998. The Company has a negative outlook on its citrus
juice and oil business as a result of declining futures prices and a much
smaller orange crop in Mexico. Packaged fruit retail sales increase 15.4% to
$31.4 million in 1998. This increase was primarily a result of new distribution
of the Company's canned fruit and fresh-cut fruit product lines.
Income from Operations increased to $2 million for 1998 as compared to a loss
of $6 million for the same period in 1997. Net loss for year ended December 31,
1998, was $2.96 million as compared to net loss of $9.68 million for the year
ended December 31, 1997. Declining sales in foodservice and wholesale club
businesses adversely impacted the Company's financial performance. The
foodservice decline can be attributed to the closing of the Company's Lawrence,
MA facility. The wholesale club business declined 32% as a result of the
discontinuing production of the Company's avocado products.
Net loss per share on both basic and fully diluted basis for the year ended
December 31, 1998 was $.29, as compared to net loss per share on both basic and
fully diluted basis of $1.13 for year ended December 31, 1997.
Soren Bjorn, President and CEO, said, "1998 was a challenging year for the
Company. We were impacted by adverse weather conditions on our pineapple
production and a loss of sales in our foodservice and wholesale club
businesses." Mr. Bjorn, continued, "I do however, anticipate 1999 as an
important transition year for achieving our strategic growth and operational
objectives of enhancing our Sunfresh(R) brand name and establishing the Company
as a balanced and profitable industry leader. We have embarked on several
initiatives that we believe should increase sales, enhance our bottom line and
maximize shareholder value."
The UniMark Group, Inc. is a vertically integrated citrus and tropical fruit
growing, processing, marketing and distribution company with operations in
Mexico, the United States and Canada.
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The UniMark Group, Inc.
Year Ended December 31,
<TABLE>
<CAPTION>
1998 1997
(In thousands, except per share data)
<S> <C> <C>
Revenue $90,141 $81,284
Income (loss) from Operations 1,999 ( 5,950)
Net Loss (2,965) (9,680)
Loss Per Share
Basic ($0.29) ($1.13)
Diluted ($0.29) ($1.13)
Weighted average
shares outstanding
Basic 10,131 8,590
Diluted 10,131 8,590
</TABLE>
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Certain of the above information is forward-looking and as such, only reflects
the Company's best assessment at this time. Investors are cautioned that
forward-looking statements involve risks and uncertainty, that actual results
may differ materially from such statements, and that investors should not place
undue reliance on such statements. For a discussion of factors that may affect
actual results, investors should refer to the Company's filing with the
Securities and Exchange Commission.
