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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003, 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
Registrant, State of Incorporation, Address and Telephone Number
----------------------------------------------------------------
THE UNIMARK GROUP, INC.
(A Texas Corporation)
1425 GREENWAY DRIVE, SUITE 160
IRVING, TEXAS 75038
(972) 518-1155
IRS Employer Identification Number 75-2436543
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
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 [ ] No [X]
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. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
As of February 18, 2005, the aggregate market value of the Registrant's
Common Stock held by non-affiliates of the Registrant was $4,500,466 based on
the closing price of the Registrant's Common Stock on the Pink Sheets. The
number of shares of the Registrant's Common Stock, par value $0.01 per share
outstanding on February 23, 2005 was 21,044,828.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III of this Form 10-K incorporates certain information by reference
from the Registrant's definitive proxy statement to be filed pursuant to
Regulation 14A under the Securities Exchange Act of 1934.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The discussion in this Annual Report on Form 10-K contains forward-looking
statements. All statements other than statements of historical facts contained
in this report, including statements regarding our future financial position,
business strategy and plans and objectives of management for future operations,
are forward-looking statements. The words "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect" and similar expressions are
intended to identify forward-looking statements. These forward-looking
statements involve risks and uncertainties. The actual results could differ
significantly and adversely from those discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Risk Factors" and "Business," as well as those discussed
elsewhere in this report. Statements contained in this report that are not
historical facts are forward-looking statements that are subject to the safe
harbor created by the Private Securities Litigation Reform Act of 1995. A number
of important factors could cause the actual results for 2004 and beyond to
differ materially from those expressed in any forward-looking statements made by
us, or on our behalf. These factors include risks relating to our agricultural
conditions, our profitability uncertainty, general business risks, our Mexican
operations, our financial condition and our common stock. Risks relating to our
agricultural risks include the fact that we are dependent upon fruit growing
conditions and access and availability of water; that we experience fixed costs
and revenue fluctuations and uncertainty of profitability and our business is
seasonal. General business risks include the fact that we are subject to risks
associated in implementation of our new business strategy; that we face strong
competition; that we are subject to governmental and environmental regulations;
that we are dependent upon our senior management team; that we had a change in
controlling shareholders during 2004 that has substantial control over our
company and can affect virtually all decisions made by our shareholders and
directors; and we are subject to recent legislative actions and potential new
accounting pronouncements. Risks relating to our Mexican operations include the
fact that we are subject to the risk of fluctuating foreign currency exchange
rates and inflation; that we are subject to governmental laws that relate to
ownership of rural lands in Mexico; that labor shortages and union activity
could affect our ability to hire and we are dependent on the Mexican labor
market; that we are subject to statutory employee profit sharing in Mexico; and
that we are subject to volatile interest rates in Mexico which could increase
our capital costs. Risks relating to our financial condition include the fact
that we may continue to sustain losses and accumulated deficits in the future;
that we may lose our net operating loss carryforwards, which could prevent us
from offsetting future taxable income in the United States; that we have been
unable to file our Form 10-Q quarterly reports for our first, second and third
quarters of 2004 with the Securities and Exchange Commission ("SEC"), that the
internal control system at one of our Mexican subsidiaries is ineffective and
failure to comply with Section 404 of the Sarbanes-Oxley Act of 2002 in a timely
fashion may have a negative impact on investor confidence and material
information concerning our current operating results and financial condition is
therefore unavailable; that if the conditions or assumptions differ from the
judgments, assumptions or estimates used in our critical accounting policies,
the accuracy of our financial statements and related disclosures could be
affected. Risks relating to our common stock include the delisting from the
Over-the-Counter Bulletin Board has further reduced the liquidity and
marketability of our common stock and may further depress the market price of
our common stock; that "Penny Stock" regulations may impose restrictions on
marketability of our stock; that our common stock price has been and may
continue to be highly volatile and we face legislative actions and potential
deregistration.
2
PART I
ITEM 1. BUSINESS
RECENT DEVELOPMENTS
SALE OF OUR JUICE AND OIL BUSINESS SEGMENT
Due to the continued unfavorable and volatile worldwide market prices of
frozen concentrate orange juice ("FCOJ") that existed over the past several
years and negative long-term prospects for the FCOJ market, we explored various
strategic alternatives for our juice and oil business segment. In March 2003, we
received formal offers from The Coca-Cola Export Corporation, Mexico Branch
("Coca-Cola") to purchase our Victoria juice and oil plant and rescind certain
contract rights for the growing and processing of lemons for aggregate cash
payments from Coca-Cola of $16.0 million ("the Coca-Cola transaction"). In April
2003, we consummated the portion of the Coca-Cola transaction pertaining to the
rescission of all contract rights and obligations for the growing and processing
of lemons for an aggregate cash payment of $12.5 million, plus value added
taxes. Effective November 2003, we closed the sale of our Victoria juice and oil
plant, for a cash payment of $3.5 million, plus value added taxes. In this
regard, we retained the approximately 7,100 acres of lemon groves, which
included all the land, irrigation systems and related agricultural equipment. As
part of the sale agreement we are contractually restricted from industrial
processing our lemons and are limited in marketing our lemons solely as fresh
fruit until July 30, 2007. In June 2003, we sold our Poza Rica juice plant to an
unaffiliated third party for $1.0 million plus value added taxes of $120,000. As
a result of divestiture of all of our juice and oil processing facilities and
related equipment, we no longer have a juice and oil business segment. Our new
agricultural business segment consists of our lemon groves.
SALE OF OUR PACKAGED FRUIT BUSINESS SEGMENT
On August 31, 2000, we sold to Del Monte Foods Company ("Del Monte") all
of our interests in our worldwide rights to the Sunfresh(R), Fruits of Four
Seasons(R) and Flavor Fresh(TM) brands, our McAllen, Texas distribution
facility, including certain inventory associated with our retail and wholesale
club business, and other property and equipment. Separately, we entered into a
5-year supply agreement with Del Monte under which we were contracted to produce
chilled and canned citrus products for Del Monte's retail and wholesale club
markets. Under the terms of the agreement, Del Monte agreed to purchase minimum
quantities of our citrus products at agreed upon prices for sale in the United
States. We retained the rights to our foodservice, industrial and Japanese
business. Also, we were granted by Del Monte a 5-year license for the rights to
the Sunfresh(R), Fruits of Four Seasons(R) and Flavor Fresh(TM) brands for
specific areas, including Europe, Asia, the Pacific Rim and Mexico.
On August 30, 2004, we sold our packaged fruit business segment to Del
Monte in a transaction valued at approximately $11.0 million. The transaction
included the sale of all outstanding shares of our Mexican subsidiary,
Industrias Citricolas de Montemorelos, S.A. de C.V. ("ICMOSA"). In connection
with the transaction, we received at closing, cash of approximately $350,000 and
an additional $600,000, less recording expenses of approximately $50,000, in
November 2004. As part of the transaction, approximately $7.0 million of
defaulted ICMOSA bank debt was transferred and retired, $3.0 million of other
liabilities were transferred and the 5-year supply contract and trademark
license agreements were terminated.
OUR NEW FRESH FRUIT AGRICULTURAL BUSINESS SEGMENT
After exploring strategic alternatives, including the sale of the lemon
groves, in May 2004, we adopted a new business strategy that includes the
growing and marketing of fresh lemons. As such, our current business consists of
the growing and marketing of our high quality branded fresh lemons.
3
GENERAL
Our company, The UniMark Group, Inc., a Texas corporation, is a producer
and marketer of high quality branded fruit with substantially all of its
operations in Mexico. The UniMark Group, Inc. was organized in 1992 to combine
the packaged fruit operations of a Mexican citrus and tropical fruit grower and
processor, which commenced operations in 1974, with UniMark Foods, Inc., a
company that marketed and distributed products in the United States.
Historically, we have, for operating and financial reporting purposes
classified our business into two distinct business segments: packaged fruit and
juice and oil. With the sales of our juice and oil division's assets and our
packaged fruit business segment, our business for operating and financial
reporting purposes now consists solely of our fresh lemon business (agricultural
business segment). We now conduct substantially all of our operations through
our Mexican operating subsidiary, Grupo Industrial Santa Engracia, S.A. de C.V.
("GISE") and our newly-formed Delaware subsidiary, Sierra Foods, Inc. ("Sierra
Foods").
Within our packaged fruit business segment, we focused on niche citrus and
tropical fruit products including chilled, frozen and canned cut fruits and
other specialty food ingredients. The packaged fruit business segment processed
and packaged our products at three processing plants in Mexico, which were
located in major fruit growing regions. We utilized independent food brokers to
sell our foodservice and industrial products in the United States. Sales to our
Japanese consumers were facilitated through Japanese trading companies.
PACKAGED FRUIT BUSINESS SEGMENT
Recent Development. On August 30, 2004, we sold our packaged fruit
business segment to Del Monte in a transaction valued at approximately $11.0
million. The transaction included the sale of all outstanding shares of our
Mexican subsidiary, ICMOSA. In connection with the transaction, we received at
closing cash of approximately $350,000 and an additional $600,000, less
recording expenses of approximately $50,000, in November 2004. As part of the
transaction, approximately $7.0 million of defaulted ICMOSA bank debt was
transferred and retired and the 5-year supply contract and trademark license
agreements were terminated.
The following discusses our previous operations, relationship with Del
Monte and our business strategies regarding our packaged fruit business segment.
General. In our packaged fruit business segment, we focused on niche
citrus and tropical fruit products including chilled, frozen and canned cut
fruits and other specialty food ingredients. Our packaged fruit operations
produced an array of products that included refrigerated cut fruits for retail
as well as foodservice sales, individually quick frozen fruits ("IQF") primarily
for industrial sales in the United States as well as Japan and pasteurized
canned fruits. As discussed below, our retail and wholesale club products in the
United States were sold directly to Del Monte pursuant to our 5-year supply
agreement and our foodservice and industrial products were typically sold
through brokers or distributors. We processed and packaged our products in three
plants, which were located in major fruit growing regions in Mexico.
Our previous relationship with Del Monte. On August 31, 2000, we sold to
Del Monte all of our interests in the Sunfresh(R), Fruits of Four Seasons(R) and
Flavor Fresh(TM) brands, as well as related inventory in the United States and
our warehouse facility in McAllen, Texas. In connection with this sale, we
agreed not to sell any of our products in the United States retail and wholesale
club markets distribution channel. Separately, we entered into a 5-year supply
agreement in which, Del Monte agreed to purchase minimum quantities of products
at agreed upon prices for sale in the United States retail and wholesale club
markets. Our sales to Del Monte represented 58.6%, 63.9% and 79.5%,
respectively, of our 2001, 2002 and 2003 consolidated net sales. On August 30,
2004, we sold our packaged fruit business segment to Del Monte, which included
the sale of all outstanding shares of our Mexican subsidiary, ICMOSA.
4
Previous products. Previously, our principal products were derived from
citrus and tropical fruits. We focused on applying our knowledge and expertise
of fruit growing and processing capabilities to develop two key product
categories: cut fruits and specialty food ingredients.
Cut Fruits. Previously, our cut fruit product offerings included:
- - Chilled fruit. The chilled fruit line included mango slices, red and white
grapefruit sections and slices, orange slices, pineapple chunks and a
variety of fruit salads. These products were packed for retail, wholesale
club and foodservice customers in a variety of presentations. As of
September 1, 2000, the retail and wholesale club items are marketed and
sold by Del Monte in the United States under the Sunfresh(R) brand. We
sold this product line in Mexico under our own brand name, Sunfruit. In
early 2003, we began production of a new eight-ounce cup of fresh red
grapefruit for Del Monte, which is sold under their Fruit Naturals(R)
trade name.
- - Canned fruit. The canned fruit line included orange and grapefruit
segments, as well as citrus and tropical salads packed primarily for
retail and wholesale club customers. These products were marketed and sold
by Del Monte in the United States retail and wholesale club markets under
the Sunfresh(R) brand.
- - IQF fruit. The frozen line of fruit included melon, mango, orange,
grapefruit, papaya, pineapple and various combinations of products are
packed for foodservice and industrial customers.
Specialty food ingredients. Previously, our specialty food ingredients
included:
- - Citrus segments. We marketed citrus sections packaged in industrial sizes
to food and soft drink producers in Japan to enhance the flavor and
texture of fruit juices and desserts.
- - Citrus cell-sacs. We developed a unique processing method that separates
cold-peeled citrus fruit into individual juice-containing cell-sacs. These
cell-sac products were sold to food and soft drink producers in Japan to
enhance the flavor and texture of fruit juices and desserts.
SALES AND DISTRIBUTION
Prior to the August 30, 2004 sale to Del Monte, our sales and distribution
activities were conducted as follows:
United States Sales. As of September 1, 2000, we discontinued selling and
distributing our retail and wholesale club line of products in the United States
with these product lines marketed, distributed and sold exclusively by Del Monte
in the United States. Under the terms of the supply agreement with Del Monte, we
agreed to produce these canned and chilled citrus products for Del Monte, who
agreed to purchase a minimum volume of these products at predetermined prices.
The supply agreement had an initial 5-year term. At the expiration of the
initial term both parties could agree to renew the agreement. Del Monte is the
largest producer and distributor of processed vegetables and fruit products in
the United States. Del Monte's products are sold by most retail grocers,
supercenters, wholesale club stores and mass merchandisers throughout the United
States.
Foodservice and Industrial Sales. Foodservice and industrial sales, which
were channels excluded from the Del Monte transaction, were managed by a small
sales team based in the Dallas, Texas area. Sales to fast food chains,
restaurants, hospitals and other foodservice customers were made either directly
by us to end-users or through several foodservice brokers and distributors.
Industrial sales consisted primarily of IQF sales to industrial users in the
United States for re-packing or further processing. We utilized several
independent industrial food brokers to sell our products to industrial users in
the United States.
5
Japanese Sales. We exported a line of pasteurized citrus products to Japan
for use in the food and beverage industries. Although sales to industrial
customers in Japan were facilitated through Japanese trading companies, we
maintained direct relationships with our major industrial customers. An export
sales manager located in Mexico City, who deals primarily with Japanese trading
companies, conducted our Japanese exports.
European Sales. Previously, we conducted a limited amount of business in
Europe. As a result of recent changes in the Eurodollar in relation to the U.S.
dollar and Mexican peso, which could have resulted in potential new
opportunities, we looked to expand our European business in our cut fruits and
specialty food ingredients product offerings.
Mexican Sales. As part of the sale to Del Monte in August 2000, Del Monte
granted us, under a 5-year license, the rights to sell the Sunfresh(R) brand in
specific countries, including Mexico. Initially sales to our Mexico retail and
wholesale club customers were made directly to the customer using the Sunfruit
brand name. Sales to our customers in Mexico during 2003 were $276,000.
The following table shows the amount and percentage of net sales
contributed by the various distribution channels for our packaged fruit products
during the previous three years:
YEARS ENDED DECEMBER 31,
------------------------------------------------------
2001 2002 2003
---------------- ---------------- -----------------
NET NET NET
SALES PERCENT SALES PERCENT SALES PERCENT
----- ------- ----- ------- ----- -------
(DOLLARS IN THOUSANDS)
Packaged Fruit:
Retail ......................... $ 138 0.5% $ 158 0.6% $ 276 1.0%
Del Monte ...................... 15,860 58.7 16,021 63.9 22,511 80.2
Japan .......................... 7,339 27.1 5,705 22.8 3,019 10.8
Foodservice .................... 2,135 7.9 1,846 7.4 2,069 7.4
Industrial and other ........... 1,560 5.8 1,339 5.3 183 0.6
------- ----- ------- ----- ------- -----
Total .................. $27,032 100.0% $25,069 100.0% $28,058 100.0%
======= ===== ======= ===== ======= =====
Retail sales. Prior to the Del Monte transaction in 2000, we marketed our
products to over 200 regional and national supermarket chains and wholesalers
throughout the United States. In conjunction with our own national sales force,
we utilized over 50 independent food brokers and distributors to sell our
products.
Effective September 1, 2000, as part of the Del Monte transaction, we
entered into a 5-year supply agreement pursuant to which we produced and sold to
Del Monte, for the retail and wholesale club markets, chilled and canned citrus
products. Average selling prices under the Del Monte supply agreement were
significantly less than those previously charged to the national supermarket
chains. This was the result of our elimination of substantially all our United
States costs from future periods that were associated with sales and marketing,
distribution, accounting functions, interest expense and headcount.
Japanese sales. We exported a line of frozen and pasteurized citrus
products and juice-containing citrus cell-sac products to Japan for use in the
food and beverage industries. Although sales to industrial customers in Japan
were facilitated through Japanese trading companies, we maintained direct
relationships with our industrial customers.
Foodservice sales. Our sales to national restaurant chains, restaurants,
hospitals and other foodservice customers were made either directly to or
through a limited number of foodservice distributors or by our foodservice sales
force.
On August 30, 2004, we sold our packaged fruit business segment to Del
Monte in a transaction valued at approximately $11.0 million. The transaction
included the sale of all outstanding shares of our Mexican subsidiary, ICMOSA.
6
Industrial and other sales. Industrial and other sales consist primarily
of IQF sales to industrial users in the United States for re-packing or further
processing. We utilized several independent industrial food brokers to sell our
products to industrial users in the United States.
Distribution. We operated our own trucking fleet to transport finished
packaged fruit products from our Mexican manufacturing facilities to Del Monte's
distribution center and other cold storage facilities in McAllen, Texas.
Products exported to Europe and Japan were shipped directly from Mexico.
PROCUREMENT
Previously, substantial quantities of the fruit we processed were
purchased from third parties. However, our Mexico grapefruit growing operations
previously supplied a significant amount of our grapefruit requirements. In
addition, we previously purchased grapefruit from growers in the Texas Rio
Grande Valley for processing at our former Mexican facilities. Substantially all
of the mangos, oranges and melons used in our operations were purchased from
third-party growers throughout Mexico.
PROCESSING
Upon arrival at our Mexico processing plants, fruit was inspected and
washed. On the production line, the fruit was peeled and cut into various
presentations (slices, sections, chunks and balls). Following this process, some
fruits were further processed into juice-containing cell-sacs. In addition, some
processed fruits were frozen utilizing our IQF process. Other processed fruits
were transferred directly into bulk storage or final product packaging (jars and
cans). After further processing, the juice-containing cell-sacs were canned
while the frozen products were packaged into plastic bags or trays. Our ICMOSA
plant was our primary plant and served as the hub for our other two Mexican
processing plants. All of our products were labeled and packaged for final
shipment at each of our plants.
DISCONTINUED JUICE AND OIL BUSINESS SEGMENT
Recent Developments. Due to the continued unfavorable and volatile
worldwide market prices of FCOJ that existed over the past several years and
negative long-term prospects for the FCOJ market, we explored various strategic
alternatives for our juice and oil business segment.
In March 2003, we received formal offers from Coca-Cola to purchase our
Victoria juice and oil plant and rescind certain contract rights for the growing
and processing of lemons for aggregate cash payments from Coca-Cola of $16.0
million. In April 2003, we consummated the portion of the Coca-Cola transaction
pertaining to the rescission of all contract rights and obligations for the
growing and processing of lemons for an aggregate cash payment of $12.5 million.
Effective November 2003, we closed the sale of our Victoria juice and oil plant,
for a cash payment of $3.5 million, plus value added taxes. In this regard, we
retained the approximately 7,100 acres of lemon groves, which included all the
land, irrigation systems and related agricultural equipment. As part of the sale
agreement we are contractually restricted from industrial processing our lemons
and are limited in marketing our lemons solely as fresh fruit until July 30,
2007. In June 2003, we sold our Poza Rica juice plant to an unaffiliated third
party for $1.0 million plus value added taxes of $120,000. As a result of
divestiture of all of our juice and oil processing facilities and related
equipment, our juice and oil business segment has been discontinued. In August
2004, we began marketing our lemons in the fresh markets of the United States.
OUR NEW AGRICULTURAL BUSINESS SEGMENT
BACKGROUND
In 1998, we entered into a twenty-year Supply Agreement with an affiliate
of The Coca-Cola Company ("Coca-Cola") for the development of an 8,650 acre
lemon project. Pursuant to the terms of this agreement, Coca-Cola was obligated
to purchase all of the production from the project at pre-determined prices and
provide us, free of charge, with the necessary lemon seedlings.
7
Our planting program began in November 1996. Our groves were initially
planted with approximately 800,000 lemon trees. Pursuant to the terms of the
supply contract, Coca-Cola provided us, free of charge with approximately
765,000 lemon tree seedlings that were used for planting approximately 6,023
acres. Also, we operate our own nursery where young seedlings are prepared for
planting, which provided us with the remaining 35,000 trees, as well as acting
as a source of replanting for damaged trees.
In March 2003, we received formal offers from Coca-Cola to purchase our
Victoria juice and oil plant and rescind the contract rights pertaining to the
lemon project for aggregate cash payments from Coca-Cola to us of $16.0 million.
In connection with the Coca-Cola transaction, we elected to cease active
cultivation of recently planted lemon tree seedlings and used some for
replanting of damaged trees. In October 2004, we commenced actively cultivating
the plantings that were abandoned in 2003.
In April 2003, we consummated the portion of the Coca-Cola transaction
pertaining to the rescission of all contract rights and obligations for the
growing and processing of lemons for an aggregate cash payment of $12.5 million.
In this regard, we retained our lemon groves, which included all the land,
irrigation systems and related agricultural equipment. As part of the sale
agreement we are contractually restricted from industrial processing our lemons
and are limited in marketing our lemons solely as fresh fruit until July 30,
2007.
OUR GROVES
Our two lemon groves, "El Cielo" and "Flor de Maria," are nestled in the
foothills of the Sierra Madre Oriental Mountains in northeast Mexico. The
locations of the groves were determined based upon the favorable climatic and
citriculture considerations of the region. The groves span approximately 7,100
acres.
STRATEGY
We believe that Mexico's favorable climate and soil conditions, coupled
with competitive labor and land costs, offer significant opportunities to grow
high quality fresh fruit in a cost-effective manner. In this regard, our
strategic objective is to become a significant multi-national grower and
marketer of high quality branded fresh fruit. To achieve these objectives, the
key elements of our growth and operating strategies are as follows:
- Quality and consistency of our products through vertical integration
and scientific farming practices. We intend to continually
investigate and experiment to develop enhanced citricultural
practices in order to improve the yields of our groves and the
quality of fruit it produces.
- Growth through leveraging our lemon platform into complimentary
product lines. Once we have established a proven distribution
channel for our fresh lemons, we intend to procure and market
complimentary fresh produce.
- Develop a brand to allow for the recognition of our quality products
and services by the major grocery chains and food service
distributors; and
- Develop a global sourcing and logistics network to provide customers
high quality fresh produce.
Grove Production Cycle. Our grove production cycle begins each year in
December, after completion of the harvest. From December through June our trees
will be pruned and cultivated. Irrigation systems and other grove components
will be repaired or refurbished. Herbicides are applied as needed until harvest.
Necessary applications of pesticides begin in the winter and continue until
harvest. Our fertilization program is tailored to meet the specific demands of
each particular lot in each of the groves. Grafting and planting also generally
take place in the first four months of the year. Depending on the rate at which
fruit ripens, next year's harvest is anticipated to begin in early July and
should be completed by the end of December.
8
Picking and Pre-Selection. In 2004, we commenced picking our lemons for
the fresh market in late July. Fruit is selected for picking by size and color,
harvested by hand, and placed into field containers. The full containers are
then transported to the drenching area at the groves to be washed, cleaned and
run through a custom designed water-drenching system.
Packing. Presently, we outsource our packing operations. We entered into a
one-year agreement with Heald's Valley Farms of Edinburg, Texas to pack our
lemons in compliance with high quality control and food safety standards. At the
packinghouse the lemons are de-greened, re-washed, cleaned, waxed and dried for
final packing. The fruit is separated into grades by color and blemish grade.
Final check graders monitor the accuracy of the separations before the fruit is
sized, packed and palletized for sale.
Sales and Marketing. Our lemon sales are made either directly to or
through a limited number of produce brokers and distributors.
EMPLOYEES
As of January 1, 2005, we employed approximately 50 permanent and 90
seasonal farm workers in our lemon groves. In addition, during the harvest
season we employ up to 500 seasonal farm workers. All Mexican companies,
including ours, are required to pay their permanent employees, in addition to
their agreed compensation benefits, statutory profit sharing in an aggregate
amount equal to 10% of taxable income, as adjusted to eliminate most of the
effects of Mexican inflation, calculated for employee profit sharing purposes,
of the individual corporation employing such employees. As a result of losses
for income tax purposes at our Mexican subsidiaries over the past several years,
we have not had to pay any statutory profit sharing. None of our employees are
represented by labor unions. Our corporate office is located in the Dallas,
Texas area and consists of seven full time employees.
ITEM 2. PROPERTIES
PACKAGED FRUIT BUSINESS SEGMENT GROVES
To ensure the availability of the highest quality raw materials, we owned
or operated several citrus groves in Mexico. We believed that Mexico's favorable
climate and soil conditions, coupled with competitive labor and land costs,
offered significant opportunities to grow high quality fruits in a
cost-effective manner. Previously, a large portion of our raw materials were
provided by growers under various arrangements, including operating agreements
and individual fixed price contracts. The following table sets forth the various
agricultural groves associated with the packaged fruit operations prior to the
sale to Del Monte on August 30, 2004:
PROPERTY
NAME LOCATION ACREAGE CROP INTEREST
---- -------- ------- ---- --------
Loma Bonita Grove........... Loma Bonita,
Oaxaca, Mexico 190 acres White grapefruit Leased
Villa Azueta I Grove........ Villa Azueta,
Veracruz, Mexico 84 acres None Leased
Villa Azueta II Grove....... Villa Azueta,
Veracruz, Mexico 216 acres None Owned
Azteca Grove................ Montemorelos, White and rio red
Nuevo Leon, Mexico 144 acres grapefruit Leased
Las Tunas Grove............. Isla, White and pink
Veracruz, Mexico 120 acres grapefruit Leased
9
PACKAGED FRUIT BUSINESS SEGMENT FACILITIES
The following table sets forth the principal processing facilities that
were associated with our packaged fruit business segment prior to the sale to
Del Monte on August 30, 2004:
APPROXIMATE
SQUARE
PLANT PLANT LOCATION FOOTAGE INTEREST
----- -------------- ----------- --------
ICMOSA Plant................. Montemorelos, Nuevo Leon, 80,000 Owned
Mexico
IHMSA Plant.................. Montemorelos, Nuevo Leon, 40,000 Leased
Mexico
Puebla Plant................. Tlatlauquipec, Puebla, Mexico 50,000 Owned
LEMON GROVES
As of December 31, 2003, our lemon groves consisted of the following:
GROVE GROVE LOCATION HECTARES (1) ACREAGE (1) INTEREST
----- -------------- ------------ ----------- --------
El Cielo Grove ........... Gomez Farias,
Tamaulipas, Mexico 725 1,791 Owned
Flor de Maria Grove....... Cd. Valles,
San Luis Potosi, Mexico 2,146 5,301 Leased (2)
(1) One hectare equals approximately 2.47 acres.
(2) The Flor de Maria grove lease is a 30-year land lease. The property rights
associated with the lease were acquired in 1999 from a group of local
Mexican landowners, whom acquired the land under the "Ejido" system of land
ownership. The lease and purchase price of approximately $1.9 million were
prepaid. In late 2001, we formally entered into the 30-year lease agreement
with the landowners. Although we are currently in the process of
transitioning the lease into a land purchase, we are amortizing the cost
over the remaining life of the lease. In connection with transfer of this
land, we have received a request from the "Ejido" for the payment of an
additional $1.2 million ($12.6 million Mexican pesos).
ITEM 3. LEGAL PROCEEDINGS
As a result of the decline in the worldwide market prices of FCOJ, during
2000 we decided to discontinue operating a juice processing facility in Mexico
that had been leased from Frutalamo under the terms of deposit, operating and
stock purchase agreements entered into in December 1996. As we were unsuccessful
in negotiating a settlement with Frutalamo to terminate such agreements, we
wrote off a previously recorded non-refundable deposit of $1.5 million and
recorded a cancellation fee of $1.0 million, both of which were non-cash
charges, which were associated with our discontinued juice and oil business
segment.
Subsequent to December 31, 2000, Frutalamo and certain of its shareholders
initiated legal proceedings in Mexico naming as defendants certain of our
Mexican subsidiaries, certain current and former employees, officers and
directors of our company and a former contractor. In September 2002, we settled
these claims for $125,000 in cash. We have learned that, notwithstanding such
settlement, certain claims asserted against us by the Frutalamo Plaintiffs,
prior to September 2002, continue to be under review before the Mexican courts.
Management denies any wrongdoing in this matter and intends to vigorously
contest these claims. The resolution of this matter is not expected to have a
material adverse effect on our consolidated financial condition or results of
operations.
In addition to the matter described above, from time to time our company
is engaged in various other legal proceedings in the normal course of business.
The ultimate liability, if any, for the aggregate
10
amounts claimed cannot be determined at this time. However, our company, based
on the consultation with legal counsel, is of the opinion that there are no
matters pending or threatening which could have a material adverse effect on our
consolidated financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCK HOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock was quoted on the Over-the-Counter Pink Sheets under the
symbol "UNMG.PK." The following table sets forth, for the periods indicated, the
high and low sale prices as reported on The Nasdaq National Market,
Over-the-Counter Bulletin Board and Pink Sheets over the past two years.
HIGH(1) LOW(1)
------- ------
Year ended December 31, 2002:
First Quarter....................................... 0.550 0.340
Second Quarter...................................... 0.620 0.320
Third Quarter....................................... 0.590 0.330
Fourth Quarter...................................... 0.550 0.220
Year ended December 31, 2003:
First Quarter....................................... 0.480 0.450
Second Quarter...................................... 0.330 0.330
Third Quarter....................................... 0.160 0.160
Fourth Quarter...................................... 0.240 0.240
(1) The quotations in the tables above reflect inter-dealer prices without
retail markups, markdowns or commissions. Effective at the opening of business
on March 15, 2001, our common stock began trading on the Over-the-Counter
Bulletin Board under the symbol "UNMG.OB." Prior to March 15, 2001 our common
stock was traded on The Nasdaq National Market under the symbol "UNMG." On May
29, 2003, our common stock began trading on the Over-the-Counter Bulletin Board
Pink Sheets under the symbol "UNMG.PK." On February 18, 2005, the last reported
sale price for our common stock was $0.57. As of February 1, 2005 there were
approximately 100 shareholders of record of our common stock and approximately
1,000 beneficial shareholders.
We have not paid any cash dividends since inception. There can be no
assurance that dividends will ever be paid. Any future determination as to
payment of dividends will depend upon our financial condition, results of
operations and such other factors, as our Board of Directors deems relevant. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
11
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth, for the periods and at the dates
indicated, our selected historical consolidated financial data. The selected
historical consolidated financial data has been derived from the historical
consolidated financial statements and in the case of the fiscal years ended
December 31, 2001, 2002 and 2003, should be read in conjunction with such
financial statements and the notes thereto included elsewhere herein. Our
consolidated operations data for all years presented differ from those
previously reported due to the classification of our juice and oil business
segment as discontinued operations in 2003.
AS OF AND FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------
1999 2000 2001 2002 2003
-------- -------- --------- -------- --------
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
CONSOLIDATED OPERATIONS DATA
Net sales..................................... $54,070 $32,528 $27,032 $25,069 $28,316
Gross profit.................................. 7,937 2,238 636 556 1,351
Impairment of long-lived assets............... -- -- -- 2,516 5,243
Loss from operations.......................... (7,253) (8,756) (3,143) (5,045) (6,018)
Loss from continuing operations............... (10,691) (7,026) (2,417) (6,391) (8,303)
Loss from discontinued operations............. (2,305) (4,337) (6,348) (1,551) (1,644)
Net loss...................................... (12,996) (11,363) (8,765) (7,942) (9,947)
Basic and diluted loss per share:
Continuing operations (0.80) (0.51) (0.14) (0.31) (0.39)
Discontinued operations (0.17) (0.31) (0.36) (0.07) (0.08)
------- ------- ------- ------- -------
(0.97) (0.82) (0.50) (0.38) (0.47)
------- ------- ------- ------- -------
Basic and diluted weighted average shares..... 13,462 13,938 17,618 21,045 21,045
CONSOLIDATED BALANCE SHEET DATA
Current assets................................ 30,591 18,964 17,713 8,027 17,246
Current liabilities........................... 35,454 27,423 15,547 17,679 13,833
Working capital (deficit)..................... (4,863) (8,459) 2,166 (9,652) 3,413
Total assets.................................. 82,352 63,202 50,412 42,775 27,481
Short-term and current portion of long-term
debt ......................................... 17,384 11,114 5,063 128 12
Short and long-term debt in default........... -- -- -- 6,510 6,235
Long-term debt................................ 5,309 5,005 6,851 4,622 4,199
Total debt.................................... 22,693 16,119 11,914 11,260 10,446
Accumulated deficit........................... (23,214) (34,577) (43,342) (51,284) (61,231)
Total shareholders' equity.................... 40,691 29,328 25,539 17,597 7,650
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RECENT DEVELOPMENTS
Our business has changed dramatically. We have sold our juice and oil
assets as well as our packaged fruit business. See Item 1 - "Recent Developments
- - Sale of our juice and oil business segment and sale of our packaged fruit
business segment and our new fresh fruit business segment."
All costs incurred to plant and maintain our lemon orchards were
capitalized and deferred through March 31, 2003. As a result of the rescission
of all contract rights and obligation for the growing of lemons in April 2003,
these deferred and capitalized orchard development costs were reduced by the
$12.5 million sale proceeds, and all remaining costs are being depreciated over
their estimated useful lives commencing in the second quarter of 2003. In prior
periods, it was determined that these deferred costs would be amortized based on
the projected year's yield to total estimated yield over the life of the
rescinded supply contract.
12
INTRODUCTION
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto, the "Selected Financial
Data" and the "Risk Factors" included elsewhere in this Item 7.
CONVERSION TO U.S. GAAP
We conduct substantially all of our operations through our operating
Mexican subsidiaries. ICMOSA was a Mexican corporation whose principal
activities consisted of operating citrus processing plants and various citrus
groves throughout Mexico. GISE is a Mexican corporation whose principal
activities were the operation of two citrus juice and oil processing plants, as
well as currently managing our lemon groves. ICMOSA and GISE maintain their
accounting records in Mexican pesos and in accordance with Mexican generally
accepted accounting principles and are subject to Mexican income tax laws. Our
Mexican subsidiaries financial statements have been converted to United States
generally accepted accounting principles ("U.S. GAAP") and U.S. dollars.
On August 30, 2004, the company sold its packaged fruit business segment
to Del Monte, which included all of the outstanding shares of ICMOSA.
Unless otherwise indicated, all dollar amounts included herein are set
forth in U.S. dollars. The functional currency of the company and its
subsidiaries is the U.S. dollar.
CRITICAL ACCOUNTING POLICIES
The preparation of our consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported revenues and expenses
during the reporting periods. We base our estimates and judgments on historical
experience and various other factors that we believe to be reasonable under the
circumstances, which results in forming the basis for making judgments about the
carrying values of our assets and liabilities. Actual results may differ from
these estimates under different assumptions or conditions.
The critical accounting policies described herein are those that are most
important to the depiction of our condensed consolidated financial condition and
results of operations and their application requires management's most
subjective judgment in making estimates about the effect of matters that are
inherently uncertain. We believe that the following critical accounting policies
affect our more significant judgments and estimates used in the preparation of
our consolidated financial statements.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
In the normal course of business, we extend credit to our customers on a
short-term basis. Although credit risks associated with our customers is
considered minimal, we routinely review our accounts receivable balances and
make provisions for probable doubtful accounts. In circumstances where
management is aware of a specific customer's inability to meet their financial
obligations to us, a specific reserve is provided to reduce the receivable to
the amount expected to be collected. Historically, we do not provide a general
reserve.
IMPAIRMENT OF LONG-LIVED ASSETS
Effective January 1, 2002, we adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("FAS No. 144"), which requires our
management to review for impairment its long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of an asset might not
be recoverable. When such an event occurs, management determines whether there
has been impairment by comparing the anticipated undiscounted future net cash
flows to the related asset's carrying
13
value. If an asset is considered impaired, the asset is written down to fair
value, which is determined based either on discounted cash flows or appraised
value, depending on the nature of the asset. Prior to January 1, 2002,
management determined whether any long-lived assets had been impaired based on
the criteria established in Statement of Financial Accounting Standards No. 121
(SFAS 121), "Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to be disposed of." The carrying amount of a long-lived asset was
considered impaired when the estimated undiscounted cash flow from each asset
was less than its carrying amount. In that event, we recorded a loss equal to
the amount by which the carrying amount exceeds the fair value of the long-lived
asset. Changes in our projected cash flows as well as differences in the
discount rate used in the calculation could have a material effect on the
consolidated financial statements.
INCOME TAXES
Income taxes are accounted for using the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to the differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted rates. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized as income in the period
that includes the enactment date. In assessing the realization of deferred
income tax assets, management considers whether it is more likely than not that
some portion or all of the deferred income tax assets will be realized. The
ultimate realization of deferred income tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. Due to our historical operating results,
management is unable to conclude on a more likely than not basis that all
deferred income tax assets generated through operating losses through December
31, 2003 will be realized. Accordingly, we have recognized a valuation allowance
equal to the difference between deferred income tax assets and the deferred
income tax liabilities.
LEGAL PROCEEDINGS AND LOSS CONTINGENCIES
Our company is involved in routine legal and administrative matters that
arise from the normal conduct of business. Some of these matters are not within
our control and are difficult to predict and often are resolved over long
periods of time. We maintain insurance, including directors' and officers' and
corporate liability insurance, with third parties to mitigate any loss that is
related to certain claims. Loss contingencies are recorded as liabilities in the
financial statements when it is determined that we have incurred a loss that is
probable and the amount of the loss is reasonably estimable, in accordance with
SFAS No. 5, "Accounting for Contingencies."
RESULTS OF OPERATIONS
The following table sets forth certain consolidated financial data
expressed as a percentage of net sales for the periods indicated. The financial
information and discussion below should be read in conjunction with the
accompanying consolidated statements and notes thereto. The discussion following
the table is provided separately for continuing and discontinued operations. In
November 2003, with the divesture of our Victoria juice and oil plant, the
company discontinued any further operating activities related to our juice and
oil business segment. Accordingly, our consolidated statements of operations
include the results of operations of our juice and oil business segment in
discontinued operations for all periods presented. In addition, as a result of
the sale of our packaged fruit business segment in August 2004, these operations
also qualify as discontinued operations as they result in the entire business of
our packaged fruit business segment and will be reclassified as discontinued
operations in our third quarter 2004 consolidated financial statements and have
been presented on a pro forma basis (unaudited) in Note 14 of the consolidated
financial statements.
14
YEARS ENDED DECEMBER 31,
-------------------------
2001 2002 2003
---- ----- ----
Net sales ............................................ 100.0% 100.0% 100.0%
Cost of products sold ................................ 97.6 97.8 95.2
----- ----- -----
Gross profit ......................................... 2.4 2.2 4.8
Selling, general and administrative expenses ......... 14.0 12.3 7.5
Impairment of long-lived assets ...................... -- 10.0 18.5
----- ----- -----
Loss from operations ................................. (11.6) (20.1) (21.2)
Other income (expense):
Interest expense ................................... (3.4) (1.6) (3.6)
Other income (expense), net ........................ (0.5) 0.6 (1.2)
Gain on forgiveness of debt ........................ 10.6 -- --
Foreign currency translation gain (loss) ........... 0.5 (2.3) (1.0)
----- ----- -----
7.2 (3.3) (5.8)
----- ----- -----
Loss from continuing operations before income taxes .. (4.4) (23.4) (27.0)
Income tax expense ................................... 4.5 2.1 2.3
----- ----- -----
Loss from continuing operations ...................... (8.9) (25.5) (29.3)
Loss from discontinued operations, net of income tax.. (23.5) (6.2) (5.8)
----- ----- -----
Net loss ............................................. (32.4)% (31.7)% (35.1)%
===== ===== =====
YEAR ENDED 2003 COMPARED TO YEAR ENDED 2002
CONTINUING OPERATIONS
NET SALES
Net sales consist of packaged fruit and lemons. Packaged fruit sales
increased $3.0 million from $25.1 million in 2002 to $28.1 million in 2003, or
12.0%. This sales increase was primarily caused by an increase in sales to Del
Monte of $6.5 million from $16.0 million in 2002 to $22.5 million in 2003, or
40.6% and was offset by decreases of 47.4 % in our Japanese sales from $5.7
million in 2002 to $3.0 million in 2003 and a decrease of 31.2% in foodservice
and industrial sales from $3.2 million in 2002 to $2.2 million in 2003. Retail
sales consist primarily of sales to Del Monte, which includes both retail and
wholesale club products. The increase in retail sales was attributable to the
timing of our production schedule for our citrus products sold to Del Monte,
increased demand and the introduction in early 2003 of their new eight ounce cup
of fresh red grapefruit, which is sold under their Fruit Naturals(R) trade name.
The decrease in our foodservice sales in 2002 was impacted by our decision in
2000 to reduce product line and product offerings and a decrease in our sales of
industrial products. The decrease in our sales to Japan was caused by reduced
demand in 2003 from the Japanese trading companies that purchase our citrus
products compared to the prior year.
Lemon sales amounted to $258,000 in 2003 compared to no sales in 2002 and
were insignificant.
GROSS PROFIT
Gross profit on our packaged fruit sales increased from 2.2% in 2002 to
9.5% in 2003. The gross margin increase was impacted on a positive basis through
aggressive cost cutting, favorable fruit purchasing and improved plant
efficiencies over the 2002 period. The 2002 period was negatively impacted by a
non-cash inventory write-down of $1.1 million associated with our pineapple
growing operations, which reduced our 2002 gross margin by 4.4%, as a result of
competitive conditions and our decision to discontinue these growing operations.
Gross loss on our agricultural business segment for 2003 was $1.3 million.
Effective April 2003 with the consummation of the Coca-Cola transaction, we
started expensing all costs associated with our lemon groves. Accordingly, this
loss represents our orchard operating expenses expensed in 2003, offset by
minimal sales.
15
Overall, gross profit as a percentage of net sales increased from 2.2% in
2002 to 4.8% in 2003 due to improved margins in our packaged fruit business
segment, but offset by expensing our orchard operating expenses commencing in
2003.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased $1.0 million from
$3.1 million in 2002 to $2.1 million in 2003, or 32.3%. This reduction consisted
primarily in gains of approximately $1.4 million in 2003 as compared to $200,000
in 2002, recognized from the reversal of previously recorded Mexican deferred
profit sharing expenses, as required under generally accepted accounting
principles.
IMPAIRMENT OF LONG-LIVED ASSETS
Impairment of long-lived assets charge of $5.2 million in 2003 represented
non-cash charges related to our packaged fruit business segment. These charges
resulted from the writing down of certain long-lived assets associated with our
pineapple growing operations to estimated value and in our company's decision to
explore strategic alternatives for our ICMOSA subsidiary that resulted in the
write-down in certain of its long-lived assets by approximately $5.0 million in
our fourth quarter of 2003. The 2002 impairment charge of $2.5 million resulted
from the non-cash write-down of previously recorded goodwill associated with our
lemon groves.
INTEREST EXPENSE
Interest expense increased $635,000 from $393,000 in 2002 to $1.0 million
in 2003, or 161.6% due to interest expense on the Bancomext debt recognized at
the default rate, which is payable at twice the stated rate associated with the
unpaid notes and expensing the accreted interest on the Fondo de Capitalizacion
e Inversion del Sector Rural ("FOCIR") debt which had previously been deferred
as part of the costs relating to the development of our lemon groves.
OTHER INCOME (EXPENSE), NET
Other income (expense), net decreased from net income of $146,000 in 2002
to a net expense of $338,000 in 2003. Both years consist primarily of
miscellaneous non-operating income and expense items.
FOREIGN CURRENCY TRANSLATION LOSS
Foreign currency translation loss, which decreased from a net loss of
$581,000 in 2002 to a net loss of $269,000 in 2003, results primarily from the
re-measurement of our foreign subsidiary's financial statements to U.S. dollars.
INCOME TAX EXPENSE
Income tax expense increased by $124,000 from $518,000 in 2002 to $650,000
in 2003 and consists entirely of asset tax expense. Under Mexican tax laws, our
Mexican subsidiaries are required to pay annually an asset tax, which is an
alternative minimum tax if the asset tax calculation is greater than income
taxes payable for the year and is calculated at 1.8% of assets, less certain
liabilities.
LOSS FROM CONTINUING OPERATIONS
As a result of the factors noted above, we reported losses from continuing
operations of $6.4 million in 2002 and $8.3 million in 2003.
16
LOSS FROM DISCONTINUED OPERATIONS
During the fourth quarter of 2003 we discontinued any further operating
activities related to our juice and oil business segment, which was no longer
considered part of the company's strategic plan for the future. In accordance
with SFAS No. 144, we have reported the results of operations of our juice and
oil business segment as discontinued operations in our consolidated statements
of operations. As a result, we reported losses from discontinued operations of
$1.6 million in 2002 and 2003.
NET LOSS
As a result of the foregoing, we reported net losses of $7.9 million in
2002 and $9.9 million in 2003.
YEAR ENDED 2002 COMPARED TO YEAR ENDED 2001
CONTINUING OPERATIONS
NET SALES
Packaged fruit sales decreased $1.9 million from $27.0 million in 2001 to
$25.1 million in 2002, or 7.0%. This sales decrease was primarily caused by a
slight increase in sales to Del Monte of $100,000 from $15.9 million in 2001 to
$16.0 million in 2002, and was offset by decreases of 13.5% in foodservice and
industrial sales from $3.7 million in 2001 to $3.2 million in 2002 and a
decrease of 21.9 % in our Japanese sales from $7.3 million in 2001 to $5.7
million in 2002. The decrease in our foodservice sales in 2002 was impacted by
our decision in 2000 to reduce product line and product offerings and a decrease
in our sales of industrial products. The decrease in our sales to Japan was
caused by reduced demand in 2002 from the Japanese trading companies that
purchase our citrus products compared to the prior year.
GROSS PROFIT
Gross profit on packaged fruit sales decreased slightly from 2.4% in 2001
to 2.2% in 2002. The gross margin reduction in the current period was impacted
on a positive basis through aggressive cost cutting, favorable fruit purchasing
and improved plant efficiencies over the 2001 period, but was negatively
impacted by a non-cash inventory write-down of $1.1 million, which reduced gross
margin by 4.4%, as a result of our decision to discontinue our pineapple growing
operations. In addition, a significant amount of our Mexican operating and
manufacturing costs associated with our packaged fruit operations are
peso-based. These peso-based costs include labor, energy and utilities and raw
materials. Generally, these costs increase in relation to the Mexican inflation
rate, which for 2002 has been approximately 5.7%. In addition, over the past
several years, the Mexican peso has strengthened slightly against the U.S.
dollar. Since our sales to Del Monte and our Japanese customers are based in
U.S. dollars, the increases in our manufacturing costs resulting from Mexican
inflation and the slight strengthening of the Mexican peso relative to the U.S.
dollar have negatively impacted our gross margins.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased $700,000 from $3.8
million in 2001 to $3.1 million in 2002, or 18.4%. This significant improvement
was due to reduced selling, general and administrative expenses at our packaged
fruit business segment and those associated with being a publicly held company.
We anticipate that compliance with the Sarbanes-Oxley Act of 2002 will increase
the associated costs with being a publicly held company.
IMPAIRMENT OF LONG-LIVED ASSETS
Impairment of long-lived assets charge of $2.5 million in 2002 resulted
from the non-cash write-down of previously recorded goodwill associated with our
lemon groves.
17
INTEREST EXPENSE
Interest expense decreased $529,000 from $922,000 in 2001 to $393,000 in
2002, or 57.4%. This decrease was primarily the result of interest expense
reductions resulting from the elimination of interest expense associated with
the settlement of debt with a Mexican bank in 2001 and the capitalization of
interest costs associated with our Lemon Project. As of December 31, 2002 our
total outstanding debt was $13.3 million compared to $14.5 million at December
31, 2001.
OTHER INCOME (EXPENSE), NET
Other income (expense), net increased from a net expense of $129,000 in
2001 to net income of $146,000 in 2002. Both years consist primarily of
miscellaneous non-operating income and expense items.
GAIN ON FORGIVENESS OF DEBT
Gain on forgiveness of debt of $2.9 million in 2001 represents the
agreement reached in June 2001, with a Mexican bank on the settlement of
approximately $4.7 million of outstanding principal and accrued interest for
$1.8 million.
FOREIGN CURRENCY TRANSLATION GAIN (LOSS)
Foreign currency translation gain (loss), which decreased from a net gain
of $140,000 in 2001 to a net loss of $581,000 in 2002, results from the
re-measurement of our foreign subsidiary's financial statements to U.S. dollars.
INCOME TAX EXPENSE
Income tax expense decreased $715,000 from $1.2 million in 2001 to
$518,000 in 2002. This decrease is due primarily to permanent differences
between book income, or loss, reported in Mexico (as stated in U.S. dollars and
in accordance with U.S. GAAP) on the one hand and Mexican taxable income, or
loss, calculated in Mexican pesos according to Mexican income tax laws on the
other hand. In addition, in accordance with U.S. GAAP, valuation allowances,
which have been provided for net operating losses generated in Mexico and in the
U.S., are reviewed periodically by management for reasonableness. As a result of
this review, these valuation allowances were increased in each year based on
expiration dates of our net operating loss and asset tax credit carryforwards in
Mexico.
LOSS FROM CONTINUING OPERATIONS
As a result of the factors noted above, we reported losses from continuing
operations of $2.4 million in 2001 and $6.4 million in 2002.
LOSS FROM DISCONTINUED OPERATIONS
During the fourth quarter of 2003 we discontinued any further operating
activities related to our juice and oil business segment, which was no longer
considered part of the company's strategic plan for the future. In accordance
with SFAS No. 144, we have reported the results of operations of our juice and
oil business segment as discontinued operations in our consolidated statements
of operations. As a result, we reported losses from discontinued operations of
$6.3 million in 2001 and $1.6 million in 2002, which included impairment of
long-lived asset charges of $557,000 and $3.2 million, respectively.
NET LOSS
As a result of the foregoing, we reported net losses of $8.8 million in
2001 and $7.9 million in 2002.
18
LIQUIDITY AND CAPITAL RESOURCES
Financial Position:
At December 31, 2003, our cash and cash equivalents totaled $10.6 million,
an increase of $10.2 million from year-end 2002. During 2003, our operating
activities used cash of $1.2 million principally from our net loss of $8.3
million, a reduction in our deferred Mexican statutory profit sharing liability
of $1.4 million, offset by non-cash charges associated with depreciation
expense, impairment of long-lived assets and disposal of property and equipment
aggregating $7.1 million. Investing activities provided $12.6 million, primarily
from the proceeds generated from the rescission of all contract rights and
obligations for the growing and processing of lemons. Net cash used in financing
activities was $814,000, which was the result of net reductions in short and
long term debt. Working capital at December 31, 2003 amounted to $3.4 million as
compared to a deficit of $9.7 million at December 31, 2002.
Recent Transactions:
In April 2003, we consummated the portion of the Coca-Cola transaction
pertaining to the rescission of all contract rights and obligations for the
growing and processing of lemons for an aggregate cash payment of $12.5 million,
plus value added taxes. In June 2003, we sold our Poza Rica juice plant to an
unaffiliated third party for $1.0 million, plus value added taxes of $120,000.
On June 30, 2004, we received payment of $541,500 in full satisfaction of this
obligation. Effective November 17, 2003, we closed the sale of our Victoria
juice and oil plant to Coca-Cola, for a cash payment of $3.5 million, plus value
added taxes.
On August 4, 2004, the company and FOCIR entered into a new agreement that
restructured its debt into a $47.0 million Mexican peso (approximately U.S. $4.1
million) secured term loan. Under the terms of the restructured agreement, FOCIR
agreed to forgive all accreted interest (approximately $2.0 million) and changed
the repayment terms to a seven year note payable in increasing amounts with the
first annual principal payment due in October 2005 with interest payable
quarterly at the rate of 2.5% plus Certificados de la Testorenia de la
Federation ("CETES"), the Mexican Treasury Bill rate which was approximately
8.3% at the restructuring date. The FOCIR debt is secured by a first lien on our
El Cielo lemon grove.
On August 30, 2004, we sold our packaged fruit business segment to Del
Monte in a transaction valued at approximately $11.0 million. The transaction
included the sale of all outstanding shares of our Mexican subsidiary, ICMOSA.
In connection with the transaction, we received at closing cash of approximately
$350,000 and an additional $600,000, less recording expenses of approximately
$50,000, in November 2004. As part of the transaction, approximately $7.0
million of defaulted ICMOSA bank debt was transferred and retired, $3.1 million
of other liabilities were transferred and the 5-year supply contract and
trademark license agreements were terminated.
Off- Balance Sheet Arrangements:
As of December 31, 2003, we had no off-balance sheet arrangements as
defined in Item 303(a)(4) of the SEC's Regulation S-K.
19
Contractual Obligations:
The following is a summary of our contractual obligations at December 31,
2003 (In thousands):
PAYMENTS DUE BY PERIOD
----------------------
LESS THAN BETWEEN BETWEEN AFTER
CONTRACTUAL OBLIGATIONS TOTAL 1 YEAR 2-3 YEARS 4-5 YEARS 5 YEARS
----------------------- ----- --------- --------- --------- -------
FOCIR long-term debt .................. $4,199 $ -- $ 630 $1,365 $2,204
Long-term debt in default ............. 2,735 2,735 -- -- --
Capital lease ......................... 12 12 -- -- --
Deferred Mexican profit sharing ....... 23 -- 23 -- --
Other long-term liability ............. 1,776 -- -- -- 1,776
------ ------ ------ ------ ------
Total contractual cash obligations .... $8,745 $2,747 $ 653 $1,365 $3,980
====== ====== ====== ====== ======
On August 4, 2004, the company and FOCIR entered into a new agreement that
restructured its debt into a $47.0 million Mexican peso (approximately U.S. $4.2
million) secured term loan. Under the terms of the restructured agreement, FOCIR
agreed to forgive all accreted interest (Other long-term liability) and changed
the repayment terms to a seven year note payable in increasing amounts with the
first annual principal payment due in October 2005 with interest payable
quarterly at the rate of 2.5% plus Certificados de la Testorenia de la
Federation (CETES), the Mexican Treasury Bill rate which was approximately 8.3%
at the restructuring date. The above maturity dates have been adjusted to
reflect the restructuring.
On August 30, 2004, we sold our packaged fruit business segment to Del
Monte. As part of the transaction, the long-term debt in default was transferred
and retired.
NEW ACCOUNTING PRONOUNCEMENTS
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS No. 149 is generally effective for contracts
entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. Adoption of this statement has not had any
significant impact on our financial accounting and reporting.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
required that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). SFAS No. 150 is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. Through December 31, 2003, we have not issued financial
instruments with characteristics of both liabilities and equity.
RISK FACTORS
If any of the following risks actually occur, our business, financial
condition or operating results could be materially adversely affected. In such
case, the trading price of our underlying common stock could decline and you may
lose part or all of your investment. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations. As a result, we cannot predict every risk factor, nor can
we assess the impact of all of the risk factors on our businesses or to the
extent to which any factor, or combination of factors, may impact our financial
condition and results of operation. Additional risks and uncertainties not
presently known to us or that we currently deem
20
immaterial may also impair our business operations.
AGRICULTURAL RISKS
WE ARE DEPENDENT UPON FRUIT GROWING CONDITIONS, ACCESS AND AVAILABILITY OF
WATER.
Lemon production is subject to many risks common to agriculture that can
materially and adversely affect the quality and quantity of lemons produced.
These hazards include, among other things, adverse weather conditions, such as
drought, frost, excessive rain, excessive heat or prolonged periods of cold
weather, lack of water and natural disasters, such as hurricanes, floods,
droughts, frosts, earthquakes or pestilence. The conditions may affect the
supply and could significantly impact the yields of our groves. These conditions
can materially and adversely affect the quality and quantity of lemons produced
by the company and its profitability. Our orchards are also susceptible to
certain diseases, insects and pests, which can increase operating expenses,
reduce yields or kill lemon trees. To the extent a lemon producer's properties
are geographically concentrated; the effects of local weather can be material.
Our two groves spread over a distance of approximately 60 miles in northeast
Mexico. Accordingly, adverse weather in the future could affect a substantial
portion of the company's groves in any year and have a material adverse effect
on the company's business, financial condition and results of operations.
Substantially all of our lemon grows are irrigated and a lack of water has
not had a materially adverse effect on our growing operations. There can be no
assurances that future weather conditions and lack of irrigation water will not
have a material adverse effect on the results of our operations and our
financial conditions.
WE EXPERIENCE FIXED COSTS AND REVENUE FLUCTUATIONS AND UNCERTAINTY OF
PROFITABILITY.
Our annual farming costs are incurred throughout the year preceding
harvest and are relatively fixed. Revenues from lemon sales are not realized
until harvest and vary depending upon yields and changing market prices. Grove
productivity varies from year to year depending upon a number of factors, and
significant variations in annual yields should be expected from time to time.
Furthermore, lemon prices have fluctuated significantly in the past and should
be expected to continue to fluctuate from year to year and to decrease at times
in the future. Because production costs are not significantly adjustable in
light of productivity or revenue levels, weak harvests or lower lemon prices
cannot be mitigated by cost reductions and should be expected to have
significant adverse effects upon profitability.
WE HAVE A SEASONAL BUSINESS.
We have a seasonal business. We anticipate harvesting and selling our
lemons during the summer and fall. Our management believes that our quarterly
consolidated operating results will continue to be impacted by this pattern of
seasonality.
GENERAL BUSINESS RISK
WE ARE SUBJECT TO RISKS ASSOCIATED IN IMPLEMENTATION OF OUR NEW BUSINESS
STRATEGY.
As a company with an unproven business strategy, our limited history of
fresh fruit operations makes an evaluation of our business and prospects
difficult. We have had a limited operating history for our new fresh fruit
business. We may not be able to achieve profitability or revenue growth in the
future.
WE FACE STRONG COMPETITION.
We operate in a highly competitive market. The fresh lemon market, in
which we compete, is highly competitive with respect to price and quality. We
face direct competition from Sunkist Growers, Inc., ("Sunkist"), a cooperative
of United States citrus growers. Sunkist has substantially greater financial,
marketing, personnel and other resources than we do. In addition, we face
competition from foreign
21
producers particularly from Chile, Spain and other Mexican growers.
WE ARE SUBJECT TO GOVERNMENTAL AND ENVIRONMENTAL REGULATIONS.
We are subject to numerous domestic and foreign governmental and
environmental laws and regulations as a result of our agricultural activities.
The Food and Drug Administration ("FDA"), the United States Department of
Agriculture ("USDA"), the Environmental Protection Agency and other federal and
state regulatory agencies in the United States extensively regulate our
activities in the United States. The manufacturing, processing, packing,
storage, distribution and labeling of food products are subject to extensive
regulations enforced by, among others, the FDA and to inspection by the USDA and
other federal, state, local agencies. Applicable statutes and regulations
governing food products include "standards of identity" for the content of
specific types of foods, nutritional labeling and serving size requirements and
under "Good Manufacturing Practices" with respect to production processes. We
believe that our products satisfy, and any new products will satisfy all
applicable regulations and that all of the ingredients used in our products are
"Generally Recognized as Safe" by the FDA for the intended purposes for which
they will be used. Failure to comply with applicable laws and regulations could
subject us to civil remedies, including fines, injunctions, recalls or seizures,
as well as potential criminal sanctions, which could have a material adverse
effect on our consolidated results of operations and financial condition.
WE ARE DEPENDENT UPON OUR SENIOR MANAGEMENT TEAM.
We rely on the business, technical expertise and experience of our senior
management and certain other key employees. The loss of services of any of these
individuals could have a material adverse effect on our results of operations
and financial condition. We believe that our future success is also dependent
upon our ability to continue to attract and retain qualified personnel in all
areas of our business. No senior members of our management team are bound by
non-compete agreements, and if such members were to depart and subsequently
compete with us, such competition could have a material adverse effect on our
consolidated results of operations and financial condition.
WE HAD A CHANGE IN CONTROLLING SHAREHOLDERS DURING 2004. SUCH SHAREHOLDER HAS
SUBSTANTIAL CONTROL OVER OUR COMPANY AND CAN AFFECT VIRTUALLY ALL DECISIONS MADE
BY OUR SHAREHOLDERS AND DIRECTORS.
M&M Nominee LLC ("M&M Nominee") owned 13,149,274 shares of our common
stock accounting for 62.48% of all issued and outstanding shares. On July 7,
2004, we announced that Cardinal UniMark Investors, LP, ("Cardinal"), purchased
10,519,419 shares of UniMark common stock in a private transaction from Mexico
Strategic Investment Fund Ltd., ("MSIF") for $0.40 per share. MSIF was a member
of UniMark's controlling shareholder, M&M Nominee. Madera LLC ("Madera"), the
other partner in M&M Nominee, retained its 2,629,855 shares of common stock.
Cardinal has the contractual right to vote Madera's shares. As a result,
Cardinal has the requisite voting power to significantly affect virtually all
decisions made by our company and its shareholders, including the power to elect
all directors and to block corporate actions such as amendments to most
provisions of our articles of incorporation. This ownership and management
structure could inhibit initiatives taken by our company that are not acceptable
to Cardinal.
WE ARE SUBJECT TO RECENT LEGISLATIVE ACTIONS AND POTENTIAL NEW ACCOUNTING
PRONOUNCEMENTS.
In order to comply with the provisions of the Sarbanes-Oxley Act of 2002
and proposed accounting changes by the SEC, we may be required to increase or
modify our internal controls, hire additional personnel and additional outside
legal, accounting and advisory services, all of which could cause our general
and administrative costs to increase. Proposed changes in accounting rules,
including legislative and other proposals to account for employee stock options
as compensation expense among others, could potentially increase the expenses we
report under United States Generally Accepted Accounting Practices and could
adversely affect our operating results.
22
RISKS RELATING TO OUR MEXICAN OPERATIONS
WE ARE SUBJECT TO THE RISK OF FLUCTUATING FOREIGN CURRENCY EXCHANGE RATES AND
INFLATION.
We are subject to market risk associated with adverse changes in foreign
currency exchange rates and inflation in our operations in Mexico. We have a
$47.0 million Mexican peso (approximately U.S. $4.2 million) secured term loan
with FOCIR. Our consolidated results of operations are affected by changes in
the valuation of the Mexican peso to the extent that our Mexican subsidiaries
have 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. Our 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 our Mexican subsidiaries financial statements. Since the
assets and liabilities therein are peso denominated, a falling peso results in a
translation loss to the extent there are net peso assets or a translation gain
to the extent there are net peso liabilities.
WE ARE SUBJECT TO GOVERNMENTAL LAWS THAT RELATE TO OWNERSHIP OF RURAL LANDS IN
MEXICO.
We own or lease, on a long-term basis, approximately 7,100 acres of rural
land in Mexico, which are used primarily for growing our lemons. Historically,
the ownership of rural land in Mexico has been subject to legal limitations and
claims by residents of rural communities. Although we have not experienced any
legal disputes with respect to our land ownership, we are transitioning,
pursuant to the terms of an existing agreement with an "Ejido" system of land
ownership, approximately 5,300 acres of land from a 30-year lease to a land
purchase. In connection with transfer of this land, we have received a request
from the "Ejido" for the payment of an additional $1.2 million ($12.6 million
Mexican pesos).
LABOR SHORTAGES AND UNION ACTIVITY COULD AFFECT OUR ABILITY TO HIRE AND WE ARE
DEPENDENT ON THE MEXICAN LABOR MARKET.
We are heavily dependent upon the availability of a large labor force to
harvest and work our lemon groves. If it becomes necessary to pay more to
attract labor, our labor costs will increase.
WE ARE SUBJECT TO STATUTORY EMPLOYEE PROFIT SHARING IN MEXICO.
All Mexican companies, including ours, are required to pay their
employees, in addition to their agreed compensation benefits, profit sharing in
an aggregate amount equal to 10% of taxable income, as adjusted to eliminate
most of the effects of Mexican inflation, calculated for employee profit sharing
purposes, of the individual corporation employing such employees. As a result of
losses for income tax purposes at our Mexican subsidiaries over the past several
years, we have not been required to pay any profit sharing. Statutory employee
profit sharing expense, when paid, is reflected in our cost of goods sold and
selling, general and administrative expenses, depending upon the function of the
employees to whom profit sharing payments are made. Our net losses as shown in
our consolidated statements of operations are not always a meaningful indication
of taxable income of our subsidiaries for profit sharing purposes or of the
amount of employee profit sharing.
WE ARE SUBJECT TO VOLATILE INTEREST RATES IN MEXICO, WHICH COULD INCREASE OUR
CAPITAL COSTS.
We are subject to volatile interest rates in Mexico. Historically,
interest rates in Mexico have been volatile, particularly in times of economic
unrest and uncertainty. High interest rates restrict the availability and raise
the cost of capital for our Mexican subsidiaries and for growers and other
Mexican parties with whom we do business, both for borrowings denominated in
pesos and for borrowings denominated in U.S. dollars. As a result, costs of
operations in Mexico could be higher.
23
RISKS RELATING TO OUR FINANCIAL CONDITION
WE MAY CONTINUE TO SUSTAIN LOSSES AND ACCUMULATED DEFICITS IN THE FUTURE.
We have sustained net losses in each of the last seven fiscal years. As of
December 31, 2003 our accumulated deficit was $61.2 million. Our ability to
achieve profitability in the future will depend on many factors, including our
ability to successfully execute our new business strategy to produce and market
fresh lemons. Because we were not profitable in each of the last seven years,
there can be no assurance that we will achieve a profitable level of operations
in fiscal 2004 and beyond, or, if profitability is achieved that it can be
sustained.
WE MAY LOSE OUR NET OPERATING LOSS CARRYFORWARDS, WHICH COULD PREVENT US FROM
OFFSETTING FUTURE TAXABLE INCOME IN THE UNITED STATES.
In June 2001, we completed a rights offering wherein M&M Nominee, our
largest shareholder, purchased an additional 6,849,315 shares of our common
stock increasing their ownership from 45.2% to 62.48%. Accordingly, we
experienced an ownership change as defined by Section 382 of the Internal
Revenue Code of 1986, as amended, which limits the use of net operating loss
carryforwards where changes occur in the stock ownership of a company. As a
result, this limitation could allow us to use only a portion of our pre-change
net operating loss carryforwards, which amounted to $17.7 million at December
31, 2003, to reduce subsequent taxable income in the United States, if any for
federal income tax purposes. Based upon the limitations of Section 382, we were
allowed to use approximately $425,000 of such losses each year to reduce taxable
income, if any, until such unused losses expire.
On July 7, 2004, we announced that Cardinal purchased 10,519,419 shares of
UniMark common stock in a private transaction from MSIF. MSIF was a member of
UniMark's controlling shareholder, M&M Nominee, which owned 13,149,274 shares of
the company's common stock. Madera, the other partner in M&M Nominee, retained
its 2,629,855 shares of common stock. As a result of this transaction,
additional Section 382 limitations could further reduce the amount of our net
operating losses available each year to reduce taxable income.
WE HAVE BEEN UNABLE TO FILE OUR FORM 10-Q QUARTERLY REPORTS FOR OUR FIRST,
SECOND AND THIRD QUARTERS OF 2004 WITH THE SEC AND MATERIAL INFORMATION
CONCERNING OUR CURRENT OPERATING RESULTS AND FINANCIAL CONDITION IS THEREFORE
UNAVAILABLE.
We have been unable to file our periodic reports with the SEC for our
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and the
information to be contained therein is unavailable at this time. We cannot
predict how soon complete financial and operational information relating to our
quarterly reports will become available. When it is, it may reflect changes or
trends that are material to our business.
THE INTERNAL CONTROL SYSTEM AT ONE OF OUR MEXICAN SUBSIDIARIES IS INEFFECTIVE
AND FAILURE TO COMPLY WITH SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002 IN A
TIMELY FASHION MAY HAVE A NEGATIVE IMPACT ON INVESTOR CONFIDENCE.
Management has concluded that we have a material weakness in internal
financial reporting at one of our Mexican subsidiaries which is more fully
described in Item 9A of this Form 10-K. Section 404 of the Sarbanes-Oxley Act of
2002 ("Sarbanes"), beginning with our Annual Report on Form10-K for our fiscal
year ending December 31, 2005, we will be required to assess the effectiveness
of our internal controls over financial reporting and report that our internal
control over financial reporting is effective. Although we continue to take
action to comply with the internal controls, disclosure controls and other
requirements of Sarbanes, we have limited qualified personnel to prepare and
file our SEC reports and we are not certain that we can complete the
documentation of our internal controls as required by Section 404 of Sarbanes
and provide our auditors with the required report without assistance of a third
party. Resources available in the marketplace and our company's ability to
acquire them will affect our ability to complete the required procedures by the
filing deadline of our 2005 Annual Report on Form 10-K.
24
If we are unable to satisfy the requirements of Section 404 by the filing
deadline, we may be unable to assert that our internal controls over financial
reporting are effective, or our auditors may not be able to render the required
attestation concerning our assessment and the effectiveness of the internal
controls over financial reporting. This may negatively impact investor
confidence in the accuracy and completeness of our financial reports, which
could have a material adverse effect on our stock price.
IF CONDITIONS OR ASSUMPTIONS DIFFER FROM THE JUDGMENTS, ASSUMPTIONS OR ESTIMATES
USED IN OUR CRITICAL ACCOUNTING POLICIES, THE ACCURACY OF OUR FINANCIAL
STATEMENTS AND RELATED DISCLOSURES COULD BE AFFECTED.
The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make judgments, assumptions, and estimates that
affect the amounts reported in our consolidated financial statements and
accompanying notes. Our critical accounting policies, which are set forth above,
describe the significant accounting policies and methods used in the preparation
of our consolidated financial statements. These accounting policies are
considered "critical" because they require judgments, assumptions and estimates
that materially impact our consolidated financial statements and related
disclosures. As a result, if future events differ significantly from the
judgments, assumptions, and estimates in our critical accounting policies or
different assumptions are used in the future, such events or assumptions could
have a material impact on our consolidated financial statements and related
disclosures.
RISKS RELATING TO OUR COMMON STOCK
THE DELISTING FROM THE OVER-THE-COUNTER BULLETIN BOARD HAS FURTHER REDUCED THE
LIQUIDITY AND MARKETABILITY OF OUR COMMON STOCK AND MAY FURTHER DEPRESS THE
MARKET PRICE OF OUR COMMON STOCK.
On March 15, 2001, Nasdaq delisted our common stock from The Nasdaq
National Market and moved our common stock to the Over-the-Counter Electronic
Bulletin Board ("OTC Bulletin Board") under the symbol "UNMG.OB." On May 29,
2003, our common stock ceased to be quoted for trading on the OTC Bulletin
Board, and is presently listed on the "Pink Sheets." Prices for securities
traded solely on the Pink Sheets may be difficult to obtain. As such, our stock
has very limited liquidity and marketability. This very limited liquidity,
marketability, the reduced public access to quotations for our common stock and
lack of a regular trading market for our stock have depressed the market price
of our stock. Although we intend to take actions necessary to have our stock
included in the OTC Bulletin Board, there can be no assurance that we will be
successful. Further, the OTC Bulletin Board is an unorganized, inter-dealer,
over-the-counter market with significantly less liquidity than other recognized
markets such as The Nasdaq Stock Market.
"PENNY STOCK" REGULATIONS MAY IMPOSE RESTRICTIONS ON MARKETABILITY OF OUR COMMON
STOCK.
The SEC has adopted regulations which generally define "penny stock" to be
any equity security that is not traded on a national securities exchange or
Nasdaq and that has a market price of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions. Since our
securities that are currently included on the OTC Bulletin Board are trading at
less than $5.00 per share at any time, our common stock may become subject to
rules that impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors. Accredited investors generally include investors that have assets in
excess of $1.0 million or an individual annual income exceeding $200,000, or,
together with the investor's spouse, a joint income of $300,000. For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require, among other things, the delivery, prior to the transaction, of a
risk disclosure document mandated by the SEC relating to the penny stock market
and the risks associated therewith. The broker-dealer must also disclose the
commission payable to both the broker-dealer and the registered representative,
current quotations for the securities and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market. Finally,
25
monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. Consequently, the penny stock rules may restrict the ability of
broker-dealers to sell our securities and may affect the ability of stockholders
to sell our securities in the secondary market.
OUR COMMON STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE HIGHLY VOLATILE.
The price of our common stock has been particularly volatile and will
likely continue to fluctuate in the future. Announcements of chronological
innovations, regulatory matters or new commercial products by us or our
competitors, developments or disputes concerning patent or proprietary rights,
publicity regarding actual or potential product results relating to products
under development by us or our competitors, regulatory developments in both the
United States and foreign countries, public concern as to the safety of
pharmaceutical or dietary supplement products, and economic and other external
factors, as well as period-to-period fluctuations in financial results, may have
a significant impact on the market price of our common stock. In addition, from
time to time, the stock market experiences significant price and volume
fluctuations that may be unrelated to the operating performance of particular
companies or industries. The market price of our common stock, like the stock
prices of many publicly traded smaller companies, has been and may continue to
be highly volatile.
LEGISLATIVE ACTIONS AND POTENTIAL DE-REGISTRATION
In order to comply with the provisions of Sarbanes and related SEC rules,
the company may be required to increase its internal controls, hire additional
personnel, and engage outside legal, accounting and advisory services, all of
which could cause the company's general and administrative cost to increase.
Because the company has less than 200 record holders of its common stock, should
the increased burdens of being a reporting company prove to be too great, the
company may elect to de-register its common stock with the SEC and discontinue
its periodic reporting obligations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK.
Our interest expense is most sensitive to changes in the general level of
U.S. interest rates and the Certificados de la Testorenia de la Federation
("CETES") rates. In this regard, changes in these interest rates affect the
interest paid on our debt.
The following table presents principal cash flows and related
weighted-average interest rates by expected maturity dates for our debt
obligations, as adjusted to reflect the Del Monte transaction and the FOCIR
restructuring discussed below.
INTEREST RATE SENSITIVITY
Principal Amount by Expected Maturity
Average Interest Rate
(In thousands, except interest rates)
Estimated
There- Fair Value
2004 2005 2006 2007 2008 after Total 12/31/03
----- ---- ---- ---- ---- ------- ------- ----------
Long-term debt, including
current portion
Fixed rate $ 12 $ - $ - $ - $ - $ - $ 12 $ 12
Average interest rate 6.9%
Variable rate $ - $ 210 $ 420 $ 630 $ 735 $ 2,204 $ 4,199 $ 4,199
Average interest rate 10.8% 10.8% 10.8% 10.8% 10.8%
26
At December 31, 2003, U.S. dollar denominated long-term debt amounted to
$12,000 as compared to Mexican peso denominated long-term debt of $4.2 million.
In August 2004, our Mexican peso denominated debt was restructured into a
secured term loan. The repayment terms were changed to a seven-year note payable
in increasing amounts with the first annual principal payment due in October
2005 with interest payable quarterly at the rate of 2.5% plus CETES, the Mexican
Treasury Bill rate which was approximately 8.3% at the restructuring date.
On August 30, 2004, the company sold its packaged fruit business segment
to Del Monte, which included all of the outstanding shares of ICMOSA. As part of
the transaction, substantially all the U.S. denominated debt was retired and
transferred to Del Monte.
27
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Report of Independent Auditors..................................................... 29
Consolidated Balance Sheets as of December 31, 2002 and 2003....................... 30
Consolidated Statements of Operations for the Years Ended
December 31, 2001, 2002 and 2003................................................. 31
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 2001, 2002 and 2003................................................. 32
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2002 and 2003................................................. 33
Notes to Consolidated Financial Statements......................................... 34
Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts.................................. 56
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
The UniMark Group, Inc.
We have audited the accompanying consolidated balance sheets of The
UniMark Group, Inc. (the Company) as of December 31, 2002 and 2003, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 2003. Our
audits also included the financial statement schedule listed in the index at
Item 15 (a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards of the
Public Company Accounting Oversight Board (United States). 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 consideration of internal controls over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting.. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
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 consolidated financial position of
The UniMark Group, Inc. at December 31, 2002 and 2003, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2003, in conformity with U.S. generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
Mancera, S.C.,
Member Practice of
Ernst & Young Global
Mexico City, Mexico
November 15, 2004
29
THE UNIMARK GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
DECEMBER 31,
------------------
2002 2003
-------- -------
ASSETS
Current assets:
Cash and cash equivalents ................................... $ 397 $10,552
Accounts receivable - trade, net of allowance of $616 in 2002
and $69 in 2003 .......................................... 515 981
Accounts receivable - other ................................. 245 196
Notes receivable ............................................ 310 -
Income and value added taxes receivable ..................... 482 448
Inventories ................................................. 4,978 4,319
Prepaid expenses ............................................ 148 152
Current assets of discontinued operations ................... 952 598
-------- -------
Total current assets ................................ 8,027 17,246
Property, plant and equipment, net ............................ 26,089 8,270
Land lease .................................................... 1,897 1,848
Deposit on plant facility ..................................... 2,044 -
Other assets .................................................. 212 117
Long-term assets of discontinued operations ................... 4,506 -
-------- -------
Total assets ........................................ $ 42,775 $27,481
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt to related party ............................ $ 100 $ -
Short and long-term debt in default ......................... 6,510 6,235
Current portion of long-term debt ........................... 28 12
Accounts payable - trade .................................... 3,176 2,676
Accrued liabilities, including amounts due to related party
of $350 in 2002 and $363 in 2003............................ 3,789 4,910
Current liabilities of discontinued operations .............. 4,076 -
-------- -------
Total current liabilities ........................... 17,679 13,833
Long-term debt, less current portion .......................... 4,622 4,199
Deferred Mexican statutory profit sharing ..................... 1,443 23
Other long-term liability ..................................... 1,434 1,776
-------- -------
Total liabilities ................................... 25,178 19,831
-------- -------
Commitments and contingencies
Shareholders' equity:
Common stock, $0.01 par value:
Authorized shares - 40,000,000 in 2002 and 2003
Issued and outstanding shares - 21,044,828 in 2002
and 2003 ................................................. 210 210
Additional paid-in capital ................................. 68,671 68,671
Accumulated deficit ......................................... (51,284) (61,231)
-------- -------
Total shareholders' equity .......................... 17,597 7,650
-------- -------
Total liabilities and shareholders' equity .......... $ 42,775 $27,481
======== =======
See accompanying notes.
30
THE UNIMARK GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
YEARS ENDED DECEMBER 31,
--------------------------------
2001 2002 2003
-------- -------- --------
Net sales ............................................ $ 27,032 $ 25,069 $ 28,316
Cost of products sold ................................ 26,396 24,513 26,965
-------- -------- --------
Gross profit ......................................... 636 556 1,351
Selling, general and administrative expenses ......... 3,779 3,085 2,126
Impairment of long-lived assets ...................... - 2,516 5,243
-------- -------- --------
Loss from operations ................................. (3,143) (5,045) (6,018)
Other income (expense):
Interest expense ................................... (922) (393) (1,028)
Other income (expense), net ........................ (129) 146 (338)
Gain on forgiveness of debt ........................ 2,870 - -
Foreign currency translation gain (loss) ........... 140 (581) (269)
-------- -------- --------
1,959 (828) (1,635)
-------- -------- --------
Loss from continuing operations before income taxes .. (1,184) (5,873) (7,653)
Income tax expense ................................... 1,233 518 650
-------- -------- --------
Loss from continuing operations ...................... (2,417) (6,391) (8,303)
Loss from discontinued operations, net of income taxes
(benefit) of $(23) in 2001, $22 in 2002 and $14 in
2003 ................................................. (6,348) (1,551) (1,644)
-------- -------- --------
Net loss ............................................. $ (8,765) $ (7,942) $ (9,947)
======== ======== ========
Basic and diluted net loss per share:
Continuing operations .............................. $ (0.14) $ (0.31) $ (0.39)
Discontinued operations ............................ (0.36) (0.07) (0.08)
-------- -------- --------
Basic and diluted net loss per share ............... $ (0.50) $ (0.38) $ (0.47)
======== ======== ========
See accompanying notes.
31
THE UNIMARK GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
ADDITIONAL
COMMON PAID-IN ACCUMULATED
SHARES STOCK CAPITAL DEFICIT TOTAL
---------- ------ ---------- ----------- --------
Balance as of December 31, 2000 .......... 13,938,326 $ 139 $ 63,766 $ (34,577) $ 29,328
Shares issued for cash in public rights
offering, net of offering expenses ... 7,106,502 71 4,905 - 4,976
Net loss .............................. - - - (8,765) (8,765)
---------- ------ ---------- ----------- --------
Balance as of December 31, 2001 .......... 21,044,828 210 68,671 (43,342) 25,539
Net loss .............................. - - - (7,942) (7,942)
---------- ------ ---------- ----------- --------
Balance as of December 31, 2002 .......... 21,044,828 210 68,671 (51,284) 17,597
Net loss .............................. - - - (9,947) (9,947)
---------- ------ ---------- ----------- --------
Balance as of December 31, 2003 .......... 21,044,828 $ 210 $ 68,671 $ (61,231) $ 7,650
========== ====== ========== =========== ========
See accompanying notes.
32
THE UNIMARK GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEARS ENDED DECEMBER 31,
2001 2002 2003
------- ------- --------
OPERATING ACTIVITIES OF CONTINUING OPERATIONS
Loss from continuing operations ................................................ $(2,417) $(6,391) $ (8,303)
Adjustments to reconcile loss from continuing operations to net cash provided by
(used in) operating activities from continuing operations:
Depreciation and amortization .............................................. 1,394 1,053 1,396
Impairment of long-lived assets ............................................ - 2,516 5,243
Gain on forgiveness of debt ................................................ (2,870) - -
Deferred Mexican statutory profit sharing and income taxes ................. 564 (287) (1,420)
Loss on disposal or write-off of plant and equipment ....................... 696 - 411
Cash provided by (used in) operating working capital:
Receivables ............................................................. 2,486 979 (73)
Inventories ............................................................. 1,354 1,631 659
Prepaid expenses ........................................................ (82) (72) (4)
Accounts payable and accrued liabilities ................................ (868) 332 536
Other long-term liability ............................................... 465 689 342
------- ------- --------
Net cash provided by (used in) operating activities from continuing
operations ..................................................................... 722 450 (1,213)
Net cash provided by (used in) operating activities of discontinued
operations ..................................................................... 611 1,618 (2,559)
------- ------- --------
Net cash provided by (used in) operating activities ............................ 1,333 2,068 (3,772)
------- ------- --------
INVESTING ACTIVITIES OF CONTINUING OPERATIONS
Purchases of property, plant and equipment ..................................... (1,245) (1,580) (365)
Proceeds from the rescission of all contract rights relating to the growing and
processing of lemons ....................................................... - - 12,500
Proceeds from the sale of property and equipment ............................... 146 - 197
Decrease (increase) in deposit on plant facility ............................... (667) 218 172
Decrease (increase) in other assets ............................................ 5 (15) 95
------- ------- --------
Net cash provided by (used in) investing activities of continuing
operations ..................................................................... (1,761) (1,377) 12,599
Net cash provided by (used in) investing activities of discontinued
operations...................................................................... 771 (168) 4,152
------- ------- --------
Net cash provided by (used in) investing activities ............................ (990) (1,545) 16,751
------- ------- --------
FINANCING ACTIVITIES OF CONTINUING OPERATIONS
Net proceeds from the issuance of common shares ................................ 4,976 - -
Proceeds from short-term promissory notes ...................................... 1,800 100 500
Payment of short-term promissory notes ......................................... (1,800) - (600)
Net reductions of short-term debt, short and long-term debt in default and
current portion of long-term debt ............................................ (1,980) (440) (291)
Change in long-term debt ....................................................... (29) (314) (423)
------- ------- --------
Net cash provided by (used in) financing activities of continuing
operations ..................................................................... 2,967 (654) (814)
Net cash used in financing activities of discontinued operations ............... (3,250) (598) (2,019)
------- ------- --------
Net cash used in financing activities .......................................... (283) (1,252) (2,833)
------- ------- --------
Net increase (decrease) in cash and cash equivalents ........................... 60 (729) 10,146
Net change in cash and cash equivalents of discontinued operations ............. 69 56 9
Cash and cash equivalents at beginning of year ................................. 941 1,070 397
------- ------- --------
Cash and cash equivalents at end of year ....................................... $ 1,070 $ 397 $ 10,552
======= ======= ========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid................................................................. $ 1,565 $ 329 $ 146
======= ======= ========
Asset tax paid................................................................ $ 535 $ 518 $ 650
======= ======= ========
See accompanying notes.
33
THE UNIMARK GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Description of Business: Our company, The UniMark Group, Inc., a Texas
corporation, ("we," "us," "our," and the "company") is a producer and marketer
of high quality branded fruit with substantially all of its operations in
Mexico. The company was organized in 1992 to combine the packaged fruit
operations of a Mexican citrus and tropical fruit processor, which commenced
operations in 1974, with UniMark Foods, Inc. ("UniMark Foods") a company that
marketed and distributed citrus products in the United States. We conduct
substantially all of our operations through our wholly owned operating
subsidiaries. In Mexico, our operating subsidiaries include: Industrias
Citricolas de Montemorelos, S.A. de C.V. ("ICMOSA") and Grupo Industrial Santa
Engracia, S.A. de C.V. ("GISE"). In the United States our subsidiary is UniMark
Foods. On August 30, 2004, the company sold its packaged fruit business segment,
which included the sale of all outstanding shares of the company's Mexican
subsidiary, ICMOSA ("Del Monte sale").
Principles of Consolidation: The consolidated financial statements include
our accounts and the accounts of our subsidiaries, all of which are
wholly-owned. All significant intercompany accounts and transactions have been
eliminated.
Revenue Recognition: Revenue is recognized on sales of products when the
customer receives title to the goods, generally upon delivery.
Cost of Products Sold: Cost of products sold includes the cost of the
fruit, packaging materials, labor, depreciation, overhead, transportation and
other distribution costs, including handling costs incurred to deliver our
products to our customers.
Foreign Operations: Substantially all of our growing operations are
located in Mexico. In addition, substantially all of our Mexican employees at
our ICMOSA subsidiary were affiliated with labor unions which typically were
covered by two-year contracts.
Use of Estimates: The preparation of our consolidated financial statements
in conformity with generally accepted accounting principles requires our
management to make estimates and assumptions in determining the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Our actual results could differ from
those estimates.
Our company was vertically integrated for a portion of its raw materials.
Such inventory was recorded at the lower of cost or market, which involved
significant estimates. Factors such as weather, pestilence, disease or other
natural disasters could affect estimated yields causing actual results to differ
from those estimated.
Cash Equivalents: We consider all highly liquid investments with original
maturities of three months or less when purchased to be cash equivalents.
Concentration of Credit Risk: Prior to the Del Monte sale in August 2004,
we processed and sold niche citrus and tropical fruit products and other
specialty food ingredients to customers in the foodservice and retail industries
in the United States, Mexico, Europe and Japan and performed periodic credit
evaluations of our customers' financial condition which generally did not
require collateral. Trade receivables were generally due within 30 days. We
maintain an allowance for doubtful accounts, which is based on an analysis of
past due accounts, which was $616,000 and $69,000 as of December 31, 2002 and
2003, respectively. Historically credit losses have been within management's
expectations and have not been significant. Two customers accounted for 85.8%,
86.7% and 90.2% of our net sales in the years ended December 31, 2001, 2002 and
2003, respectively. Commencing in August 2004, we started selling lemons into
the fresh produce market and similar customer credit reviews are performed.
Comprehensive loss: Comprehensive loss, as defined by SFAS No. 130, is
equal to the net loss for all years presented.
34
Inventories: Inventories, which all relate to our packaged fruit business
segment, are valued at the lower of cost or market using average cost and
consist primarily of processed finished goods, raw materials, supplies and
advances to suppliers.
Property, Plant and Equipment: Property, plant and equipment are stated at
cost. Depreciation is computed primarily by the straight-line method over the
following estimated useful lives:
Buildings.............................................. 20 years
Machinery and equipment................................ 5-12.5 years
All costs incurred to plant and maintain our lemon orchards were
capitalized and deferred as of December 31, 2002. As a result of the Coca-Cola
transaction in April 2003 (see Note 12), which resulted in the rescission of all
contract rights and obligation for the growing of lemons, these deferred and
capitalized costs were reduced by the sale proceeds. As of April 1, 2003, the
remaining asset balances associated with our lemon groves are being depreciated
over their estimated useful lives using the straight-line method.
Impairment of Long-Lived Assets: Effective January 1, 2002, we adopted
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
SFAS No. 144 superceded SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-lived Assets to be Disposed Of" and the
accounting and reporting provisions of Accounting Principles Board Opinion No.
30, "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions," ("APB No. 30") for the disposal of a segment of a
business. Consistent with SFAS No. 121, SFAS No. 144 requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount. Based on the
continued unfavorable and volatile worldwide market prices for frozen
concentrate orange juice ("FCOJ"), we suspended our frozen concentrate orange
juice operations in early 2002. In accordance with SFAS No. 121, and based on an
appraisal from a third party, we recorded a non-cash charge of $3.2 million in
2001 for impairment of these assets in order to value these assets at their
estimated fair value. This charge, which included $300,000 of impaired goodwill,
is associated with our discontinued juice and oil business segment and is
included under the caption "Loss from discontinued operations, net of income
taxes" in our 2001 consolidated statement of operations.
In early 2003, we received offers to sell our juice processing facilities
to two separate parties. As a result of these offers, and in accordance with
SFAS No. 144, we recorded in our fourth quarter of 2002, a non-cash charge of
$557,000, which is the difference between the offer prices we agreed to sell the
plants and the carrying amounts of these assets as of December 31, 2002. This
charge is associated with our discontinued juice and oil business segment and is
included under the caption "Loss from discontinued operations, net of income
taxes" in our 2002 consolidated statement of operations. Subsequently, we
entered into sale agreements with these parties and on June 10, 2003 and
November 17, 2003, respectively, we finalized the sales of these facilities.
Based on the continued losses at our Mexican subsidiary ICMOSA,
insufficient cash flows to fund current operations during peak processing
periods, inability to obtain additional capital to finance the business,
inability to sell assets due to existing bank liens, working capital deficits,
continued losses and the existence of a lawsuit by one of its banks, our board
of directors, decided in the fourth quarter of 2003 to explore strategic
alternatives, including the sale of all or part of ICMOSA. As a result of this
decision, and in accordance with SFAS No. 144 all the long-lived assets related
to ICMOSA's operations were written down to their estimated fair value, which
resulted in the recording of a non-cash charge of approximately $5.0 million in
the fourth quarter of 2003. Fair market value was estimated based on recent
purchase offers for ICMOSA. On August 30, 2004, the company sold its packaged
fruit business segment which included the sale of all outstanding shares of the
company's Mexican subsidiary, ICMOSA. The selling price for ICMOSA was
consistent with the estimated fair value.
During our first quarter of 2003 we recorded a non-cash charge of $232,000
as a result of writing down certain long-lived assets to estimated fair value,
which were associated with our pineapple growing operations.
There are numerous uncertainties and inherent risks in the citrus
industry, such as, but not limited to general economic conditions, actions of
competitors, ability to manage growth, actions of regulatory authorities,
consumer demand and risk relating to international operations. Adverse effects
from these risks may result in adjustments to the carrying value of our assets
and liabilities in the future.
35
Goodwill: Prior to January 1, 2002, goodwill had been amortized on a
straight-line basis over a period of 40 years. In July 2001, the FASB issued
SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." Effective January 1, 2002, we adopted SFAS No. 142. Under
SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer
amortized but are reviewed annually for impairment or more frequently if
indicators arise. Separable intangible assets that are not deemed to have
indefinite lives will continue to be amortized over their useful lives. As of
January 1, 2002, we ceased amortization of goodwill. Transitional impairment
tests of our goodwill did not require an adjustment as of January 1, 2002.
Outstanding goodwill of $2.5 million at December 31, 2001, was associated with
our new agricultural business segment. As a result of the sale of our contract
rights for the growing and processing of lemons in April 2003; we again reviewed
our remaining goodwill of $2.5 million and determined that it was impaired. As a
result, we recorded a non-cash impairment charge of $2.5 million for the year
ended December 31, 2002, which is included under the caption "Impairment of
long-lived assets" in our 2002 consolidated statement of operations.
Goodwill amortization in the year ended December 31, 2001 was $81,600.
Foreign Currency Translation: The functional currency of our company and
our subsidiaries is the U.S. dollar. Transactions in foreign currency are
recorded at the prevailing exchange rate on the day of the related transaction.
Inventories, property, plant and equipment and shareholders' equity are
translated at the historical exchange rate. Monetary assets and liabilities
denominated in foreign currency are remeasured to U.S. dollars at the prevailing
exchange rate as of the balance sheet date. Revenues and expenses are translated
at the average exchange rates in effect during the reporting period. Revenues
and expenses related to non-monetary assets are translated at the historical
exchange rates of the related assets. Exchange rate differences are reflected in
the current year's operations.
Our consolidated results of operations are affected by changes in the
valuation of the Mexican peso to the extent that ICMOSA or GISE have 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.
Income Taxes: Deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. We review the recoverability of
deferred taxes and provide valuation allowances to the extent necessary.
Stock Options: We account for employee stock options using the intrinsic
value method rather than the alternative fair-value accounting method. Under the
intrinsic value method, if the exercise price of the employee's stock option
equals the market price of the underlying stock at the date of the grant, no
compensation expense is recognized. For the year ended December 31, 2001, the
last year of stock option grants, no compensation cost associated with stock
options was reflected in our results of operations.
Pro forma information regarding net loss and net loss per share is
required by SFAS No. 148. However, the effect of including such information
would be anti-dilutive since it would decrease the actual net loss and net loss
per share.
Discontinued Operations: In November 2003, with the divesture of our
Victoria juice and oil plant, the company discontinued any further operating
activities related to our juice and oil business segment. Accordingly, our
consolidated statements of operations include the results of operations of our
juice and oil business segment in discontinued operations for all period
presented. The prior year consolidated balance sheet, consolidated statements of
operations and consolidated statements of cash flows have been restated.
Recently Adopted Accounting Pronouncements:
In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations," which establishes the accounting standards for
the recognition and measurement of obligations associated with the retirement of
tangible long-lived assets. Under SFAS No. 143, legal obligations associated
with the retirement of long-lived assets will be recorded as a liability when
the retirement obligation arises, and the cost capitalized as part of the
related long-lived assets and amortized over the life of the assets. SFAS No.
143 is effective for fiscal years beginning after June 15, 2002.
36
The adoption of SFAS No. 143 on January 1, 2003 did not have any impact on our
consolidated financial position or results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Nos. 4,
44 and 64, Amendment of SFAS No. 13, and Technical Corrections." This
pronouncement, among other things, requires certain gains and losses on the
extinguishment of debt previously treated as extraordinary items to be
classified as income or loss from continuing operations. SFAS No. 145 is
effective for fiscal years beginning after May 15, 2002. We elected to adopt
SFAS No. 145 in 2002 related to a previously reported gain from the settlement
of certain debt with a Mexican bank, and reclassified the amount previously
reported in 2001 as an extraordinary amount to other income.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This pronouncement addresses the
financial accounting and reporting costs associated with an exit activity
(including restructuring) or with a disposal of long-lived assets. SFAS No. 146
requires an entity to record a liability for costs associated with an exit or
disposal activity when that liability is incurred and can be measured at fair
value, and to subsequently adjust the recorded liability for changes in
estimated cash flows. SFAS No. 146 is effective for exit or disposal activities
initiated after December 31, 2002. The initial adoption of SFAS No. 146 on
January 1, 2003 did not have any impact on our consolidated results of
operations or financial position.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others." Interpretation No. 45 supersedes
Interpretation No. 34, "Disclosure of Indirect Guarantees of Indebtedness of
Others," and provides guidance to guarantors on the recognition and disclosure
concerning obligations under certain guarantees in interim and annual financial
statements. The initial recognition and measurement provisions of Interpretation
No. 45 are effective for guarantees issued or modified after December 31, 2002,
and are to be applied prospectively. The disclosure requirements were effective
for financial statements for interim or annual periods ending after December 15,
2002. The initial adoption of Interpretation No. 45 on January 1, 2003 did not
have any impact on our consolidated results of operations or financial position.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS
No. 123, "Accounting for Stock-Based Compensation," and provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. This Statement also amends the
disclosure requirements of SFAS No. 123 to require prominent disclosure in
annual and interim financial statements about the effects of stock-based
compensation. The transition guidance and annual disclosure provisions of SFAS
No. 148 are effective for financial statements issued for fiscal years ending
after December 15, 2002. The interim disclosure provisions of this Statement are
effective for financial reports containing financial statements for interim
periods beginning after December 15, 2002. The adoption of SFAS No. 148 during
the first quarter of 2003 did not have any impact on our consolidated financial
position or results of operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS No. 149 is generally effective for contracts
entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. The adoption of SFAS No. 149 during the third
quarter of 2003 did not have impact on our financial accounting and reporting.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
required that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). SFAS No. 150 is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. Through December 31, 2003 we have not issued financial
instruments with characteristics of both liabilities and equity.
NOTE 2 - NON-OPERATING GAIN FROM FORGIVENESS OF DEBT
In June 2001, our Mexico subsidiary, ICMOSA, entered into a settlement
agreement with Bancrecer, S.A., Institucion de Banca Multiple ("Bancrecer") to
resolve all outstanding issues between them, including the existing
37
litigation relating to the outstanding $4.0 million term note and accrued
interest of approximately $750,000. Under the terms of the settlement agreement,
ICMOSA paid $1.8 million to Bancrecer prior to the end of June 2001, as payment
in full of all outstanding obligations. The portion of principal and interest
forgiven by Bancrecer of approximately $2.9 million, net of professional fees
associated with the settlement, is included under the caption "Gain on
forgiveness of debt" in other income (expense) in our 2001 consolidated
statement of operations.
NOTE 3 - LOSS PER SHARE
The following table sets forth the computation of our basic and diluted
net loss per share:
YEARS ENDED DECEMBER 31,
-----------------------------------------
2001 2002 2003
-------- -------- --------
(IN THOUSANDS,EXCEPT FOR PER SHARE AMOUNTS)
NUMERATOR
Loss from continuing operations .................... $ (2,417) $ (6,391) $ (8,303)
Loss from discontinued operations .................. (6,348) (1,551) (1,644)
-------- -------- ---------
Net loss ........................................... $ (8,765) $ (7,942) $ (9,947)
======== ======== =========
DENOMINATOR
Denominator for basic and diluted net loss per share
- - weighted average shares outstanding .............. 17,618 21,045 21,045
======== ======== =========
Basic and diluted net loss per share:
Continuing operations ........................... $ (0.14) $ (0.31) $ (0.39)
Discontinued operations ......................... (0.36) (0.07) (0.08)
-------- -------- ----------
Basic and diluted net loss per share ............ $ (0.50) $ (0.38) $ (0.47)
======== ======== =========
At December 31, 2001, 2002 and 2003, we had common stock options
outstanding of 132,500, 95,000 and 80,000, respectively, which were not included
in their respective years per share calculations because their effect would have
been anti-dilutive.
NOTE 4 - INVENTORIES
Inventories consist of the following:
DECEMBER 31,
-------------
2002 2003
----- -----
(IN THOUSANDS)
Finished goods - Cut fruit ............... $2,939 $3,063
Raw materials and supplies ............... 1,582 1,181
Advances to suppliers .................... 457 75
------ ------
Total .......................... $4,978 $4,319
====== ======
During 2002, we recorded non-cash inventory write-downs of $1.1 million
related to our pineapple orchards as a result of our decision to discontinue the
pineapple operations of our packaged fruit business segment.
38
NOTE 5 - PROPERTY, PLANT AND EQUIPMENT AND LAND LEASE
Property, plant and equipment, at cost, consist of the following:
DECEMBER 31,
--------------------
2002 2003
-------- --------
(IN THOUSANDS)
Land -
Lemon ......................... $ 609 $ 609
Other ......................... 436 444
Orchards -
Lemon ......................... 15,905 2,338
Buildings and improvements ........ 5,954 6,005
Machinery and equipment ........... 11,640 9,826
-------- --------
34,544 19,222
Accumulated depreciation .......... (8,455) (10,952)
-------- --------
Total ................... $ 26,089 $ 8,270
======== ========
Due to the continued unfavorable and volatile worldwide market prices of FCOJ
that existed over the past several years and negative long-term prospects for
the FCOJ market, we explored various strategic alternatives for our juice and
oil business segment. In March 2003, the company received formal offers for its
juice and oil processing plants. As a result of these offers, and in accordance
with SFAS No. 144, we recorded in our fourth quarter of 2002, a non-cash charge
of $557,000, which is the difference between the offer prices we at which we
agreed to sell the plants and the carrying amounts of these assets as of
December 31, 2002. This charge is associated with our discontinued juice and oil
business segment and is included under the caption "Loss from discontinued
operations, net of income taxes" in our 2002 consolidated statement of
operations. Subsequently, we entered in to sale agreements with these parties
and on June 10, 2003 and November 17, 2003, respectively, we finalized the sales
of these facilities.
Based on the continued losses at our Mexican subsidiary ICMOSA,
insufficient cash flows to fund current operations during peak processing
periods, inability to obtain additional capital to finance the business,
inability to sell assets due to existing bank liens, working capital deficits,
continued losses and the existence of the lawsuit, our board of directors,
decided in the fourth quarter of 2003 to explore strategic alternatives,
including the sale of all or part of ICMOSA. As a result of this decision, and
in accordance with SFAS No. 144 all the long-lived assets related to ICMOSA's
operations were written down to their estimated fair value, which resulted in
the recording of a non-cash charge of approximately $5.0 million in the fourth
quarter of 2003. Fair market value was estimated based on recent purchase offers
for ICMOSA. On August 30, 2004, the company sold its packaged fruit business
segment to Del Monte, which included the sale, of all of its outstanding shares
in ICMOSA.
Our land lease represents a 30-year lease associated with 2,100 hectares
(approximately 5,300 acres) of rural land used for the growing of lemons,
comprising substantially all the land of our Flor de Maria grove. The land
associated with the lease was acquired in 1999 from a group of local Mexican
land owners, which acquired the land under the "Ejido" system of land ownership
and was prepaid at the then land sales price of $1.9 million. In late 2001, we
entered into a formal lease agreement with the landowners. Although we are
currently in the process of transitioning the lease into a land purchase, we are
amortizing the cost over the remaining life of the lease. This land lease had
been previously classified in our lemon land in our consolidated balance sheets.
Substantially all of the company's long-lived assets are located in
Mexico.
39
NOTE 6 - SHORT-TERM DEBT
Short-term debt consists of the following:
DECEMBER 31,
------------------
2002 2003
------- -------
(IN THOUSANDS)
Notes payable to Bancomext for pre-export financing, interest at various rates
from 5.11% to 8.47%, secured by certain receivables of a Mexican
subsidiary .................................................................. $ 3,500 $ 3,500
Promissory note payable to M&M Nominee, 10%, due June 2003 ................... 100 -
------- -------
3,600 3,500
Less - Short-term debt in default ............................................ (3,500) (3,500)
------- -------
Short-term debt .............................................................. $ 100 $ -
======= =======
As of December 31, 2002 and 2003, our Mexican subsidiary, ICMOSA, owed
$3.5 million under a secured pre-export U.S dollar financing loan agreement with
Banco Nacional de Comercio Exterior, S.N.C. ("Bancomext"). The outstanding
balance, which consisted of six separate notes that became due in various
amounts and dates during 2002, were not renewed by Bancomext, and were in
default. As of December 31, 2003, unpaid interest under these notes, computed at
the default interest rate, is approximately $625,000.
On August 30, 2004, the company sold its packaged fruit business segment
to Del Monte, which included all of the outstanding shares of ICMOSA. As part of
the transaction, the Bancomext debt was retired.
The Bancomext outstanding balance has been included under the caption
"Short and long-term debt in default" in our December 31, 2002 and 2003
consolidated balance sheets.
The weighted-average interest rate on our short-term borrowings as of
December 31, 2002 and 2003 was 7.7% and 11.02%, respectively. The 2003 rate
included the default rate on the Bancomext debt.
NOTE 7 - LONG-TERM DEBT
Long-term debt consists of the following:
DECEMBER 31,
------------------
2002 2003
------- -------
(IN THOUSANDS)
Long-term financing with FOCIR, due between February 2005 and
2011, including interest paid quarterly ................... $ 4,610 $ 4,199
Note payable to Banorte ..................................... 3,010 2,735
Other notes payable ......................................... 40 12
------- -------
7,660 6,946
Less - Current portion and long-term portion in default ..... (3,038) (2,747)
------- -------
Long-term debt, excluding current portion ................... $ 4,622 $ 4,199
======= =======
During 2002, ICMOSA entered into a restructured U.S dollar loan agreement
with Grupo Financiero Banorte ("Banorte") that amortized the outstanding
principal balance over a period of five and one-half years. The loan repayment
schedule required quarterly payments of principal and interest (Libor plus
3.50%) through December 31, 2007, with $300,000 due over the next twelve months.
As of December 31, 2002 and 2003, $3.0 million and $2.7 million, respectively,
were outstanding under the restructured loan agreement. The restructured loan
agreement was secured by certain assets of ICMOSA, corporate guarantees by the
company and certain covenants that, amongst others, restricted future borrowings
and contained a cross-default provision. As a result of the default of the
Bancomext loan, we were in default of the Banorte loan agreement and the entire
loan balance was included under the caption "Short and long-term debt in
default" in our consolidated balance sheets at December 31, 2002 and 2003.
On August 30, 2004, the company sold its packaged fruit business segment
to Del Monte, which included all of the outstanding shares of ICMOSA. As part of
the transaction, the Banorte debt was retired.
40
On February 21, 2000, we entered into a $48.0 million Mexican pesos (U.S.
$5.1 million at the exchange rate in effect at that time), 9-year term financing
agreement with FOCIR. Under the terms of the FOCIR Agreement, FOCIR agreed to
provide up to $48.0 million Mexican pesos to fund additional lemon grove costs,
which included land preparation, planting, equipment, irrigation systems and
grove maintenance. This financing represents the purchase of an equity interest
in GISE of approximately 17.6%. Amounts advanced under the FOCIR Agreement are
classified outside equity due to a mandatory redemption provision. As of
December 31, 2002 and 2003, advances under the FOCIR Agreement were $4.6 million
and $4.2 million ($47.0 million Mexican pesos), respectively.
The terms of the FOCIR Agreement provided for the calculation and accrual
of annual accretion using one of two alternative methods. The first method
calculated accretion by multiplying the year's Mexican inflation index rate plus
4.2% by the FOCIR balance. The second method determined annual accretion by
multiplying GISE's shareholders equity; using Mexican generally accepted
accounting principles, by factors of 1.126 for 2002, and 1.168 for 2003, and
then multiplying by the FOCIR equity interest percentage. The calculation that
resulted in the greater amount would be the annual accretion amount. Accretion
would accumulate over the 9-year period of the prior FOCIR Agreement and would
be paid only upon expiration or early termination of the FOCIR Agreement. As of
December 31, 2002 and 2003, accreted interest accumulated under the FOCIR
Agreement amounted to $1.4 million and $1.8 million, respectively, which is
classified as a long-term liability in our consolidated balance sheets as of
December 31, 2002 and 2003. As of December 31, 2003, the weighted average
accretion rate for all advances under the FOCIR Agreement was approximately
10.6%. The FOCIR Agreement also contained, among other things, certain
provisions relating to GISE's future financial performance, the establishment of
an irrevocable trust guaranteeing the FOCIR debt, which included transferring to
the trust GISE common shares that represented 33.4% of GISE's outstanding shares
and the governance of GISE. As of December 31, 2002 and 2003, we were not in
compliance with certain of the FOCIR Agreement covenants, and accordingly, we
were in default of the agreement.
On August 4, 2004, the company and FOCIR entered into a new agreement that
restructured its debt into a $47.0 million Mexican peso (approximately U.S. $4.2
million) secured term loan. Under the terms of the restructured agreement, FOCIR
agreed to forgive all accreted interest (approximately $2.0 million which will
be recognized as income in 2004) and changed the repayment terms to a seven year
note payable in increasing amounts with the first annual principal payment due
in October 2005 with interest payable quarterly at the rate of 2.5% plus
Certificados de la Testorenia de la Federation (CETES), the Mexican Treasury
Bill rate which was approximately 8.3% at the restructuring date. The FOCIR debt
is secured by a first lien on our El Cielo lemon grove. Prior to the
restructuring of the FOCIR debt, the company was in violation of several of the
previous agreement covenants. These defaulted covenants have been eliminated
from the new agreement.
Certain of our Mexico loan contracts establish restrictions and
obligations with respect to the application of funds and require maintenance of
insurance on the assets and timely presentation of financial information. As of
December 31, 2003, approximately $7.0 million of net property, plant and
equipment and substantially all receivables were pledged as collateral under
short and long-term debt agreements. As of August 30, 2004, in conjunction with
the debt retirement associated with the Del Monte and the FOCIR debt
restructuring, approximately $600,000 is now collateralized under our debt
agreements.
At December 31, 2003, U.S. dollar denominated long-term debt, which has
been classified in current liabilities due to defaults, amounted to $2.7 million
as compared to Mexican peso denominated long-term debt of $4.2 million.
During the years ended December 31, 2001, 2002 and 2003, the company
incurred interest charges of $2.0 million, $1.4 million and $1.1 million,
respectively, of which $1.1 million, $961,000 and $50,000, respectively, was
capitalized as a portion of our long-term orchard development costs.
41
Scheduled maturities of long-term debt, as adjusted to reflect the Del
Monte transaction and the FOCIR restructuring, are as follows:
PAYMENTS
--------
(IN THOUSANDS)
2004......................... $ --
2005......................... 210
2006......................... 420
2007......................... 630
2008......................... 735
Thereafter................... 2,204
---------
$ 4,199
=========
NOTE 8 - RELATED PARTY TRANSACTIONS
Effective September 1, 2000, we entered into an agreement with Promecap,
S.C. ("Promecap") for the services of Emilio Castillo Olea to become our
President and Chief Executive Officer at the annual rate of $150,000. As of
December 31, 2003, the company owed Promecap $362,500 in connection with this
agreement. Mr. Castillo was also a Director of Promecap, a financial advisory
services firm to MSIF, which owned 80% of M&M Nominee. M&M Nominee was our
largest shareholder (see discussion below). On January 31, 2003, Mr. Castillo
resigned his officer positions with our company, and on May 30, 2003, resigned
as a Director.
On January 10, 2003, January 24, 2003, February 11, 2003 and March 6,
2003, respectively, we received $125,000, $200,000, $110,000 and $125,000 under
the terms of short-term promissory notes, interest at 10%, from our then largest
shareholder. These notes, including an additional note under which we received
$100,000 on December 18, 2002, were repaid in April 2003, including accrued
interest of approximately $16,000.
On May 20, 2004, the company's board of directors appointed its then
chairman, Jakes Jordaan, to serve as its President and Chief Executive Officer.
Mr. Jordaan is a member of the firm Jordaan & Riley, PLLC, which served as the
company's legal counsel. Fees paid to Mr. Jordaan's firm for legal services
rendered were $242,000, $98,000 and $106,000, for the years ended December 31,
2001, 2002 and 2003, respectively.
NOTE 9 - LEASES
As of December 31, 2003 we leased under operating leases our corporate
office, certain equipment and several citrus groves. As a result of the
settlement and termination of our corporate lease and the sale of our ICMOSA
subsidiary in August 2004, the company no longer has any material long-term
operating leases.
Payments made under our operating leases were $275,000, $154,000 and
$84,000 for the years ended December 31, 2001, 2002 and 2003, respectively.
42
NOTE 10 - INCOME TAXES AND MEXICAN STATUTORY PROFIT SHARING
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
our deferred tax assets and liabilities as of December 31, 2002 and 2003 are as
follows:
DECEMBER 31,
----------------------
2002 2003
--------- ---------
(IN THOUSANDS)
Deferred tax assets:
Net operating loss carryforwards................ $ 19,178 $ 14,186
Asset tax credit................................ 2,680 2,923
Reserves for impairment of long-lived assets.... -- 1,035
Inventories..................................... 139 112
Accrued liabilities............................. 655 666
Reserves........................................ 216 371
Other........................................... 318 161
--------- --------
Total deferred tax assets......................... 23,186 19,454
Less valuation allowance.......................... (17,457) (18,434)
--------- --------
Net deferred tax assets........................... 5,729 1,020
--------- --------
Deferred tax liabilities:
Depreciation.................................... 1,443 --
Inventories..................................... 4,286 1,020
--------- --------
Deferred tax liabilities.......................... 5,729 1,020
--------- --------
Net deferred tax.................................. $ -- $ --
========= ========
Loss from continuing operations before income taxes relating to our
operations in the United States and Mexico is as follows:
YEARS ENDED DECEMBER 31,
--------------------------------
2001 2002 2003
-------- -------- --------
(IN THOUSANDS)
United States............... $ (1,392) $ (1,096) $ (329)
Mexico...................... 208 (4,777) (7,324)
-------- -------- --------
$ (1,184) $ (5,873) $ (7,653)
======== ======== ========
The components of income tax expense from continuing operations include
the following:
YEARS ENDED DECEMBER 31,
------------------------------
2001 2002 2003
------- -------- --------
(IN THOUSANDS)
Foreign - current asset tax.......... $ 605 $ 518 $ 650
Foreign - deferred................... 628 -- --
------- -------- --------
$ 1,233 $ 518 $ 650
======= ======== ========
The differences between the actual income tax expense and the amount
computed by applying the U.S. statutory federal corporate tax rate of 34% to the
loss from continuing operations before income taxes are as follows:
43
YEARS ENDED DECEMBER 31,
-------------------------------
2001 2002 2003
--------- -------- --------
(IN THOUSANDS)
Benefit computed at U.S. federal statutory rate......... $ (403) $ (1,997) $ (2,602)
Increase in valuation reserve........................... 4,329 3,397 977
Permanent differences, foreign taxes and other (3,926) (1,400) 1,625
Asset tax............................................... 1,233 518 650
--------- -------- --------
$ 1,233 $ 518 $ 650
========= ======== ========
For the three years ended December 31, 2003, the company paid only asset
taxes. Consequently, our income tax expense was not based on the statutory
federal income tax rates in Mexico.
The statutory federal income tax rate in Mexico for 2001, 2002 and 2003
was 35%, 35% and 34%, respectively. Beginning in the year 2003, the statutory
federal income tax rate in Mexico will decrease annually by 1% until the rate
reaches 32% in the year 2005. Statutory income tax rates at our Mexican
subsidiary GISE, are at half of the federal income tax rates since they operate
in the agricultural industry in Mexico.
As of December 31, 2003, we had the following operating loss and asset tax
carryforwards available to offset future U.S. and Mexican taxable income and
income tax liabilities, respectively:
AVAILABLE TAX LOSS CARRYFORWARDS RECOVERABLE ASSET TAX
YEAR OF -------------------------------- ---------------------
EXPIRATION U.S. MEXICO TOTAL MEXICO
---------- ---- ------ ----- ------
(In thousands)
2004 $ - $ - $ - $ 109
2007 - 1,469 1,469 85
2008 - 2,683 2,683 98
2009 - 2,476 2,476 258
2010 - 9,615 9,615 461
2011 - 3,143 3,143 608
2012 2,887 3,558 6,445 641
2013 - 662 662 663
2018 2,915 - 2,915 -
2019 5,773 - 5,773 -
2020 3,543 - 3,543 -
2021 5,454 - 5,454 -
2022 1,104 - 1,104 -
2023 300 - 300 -
-------- --------- --------- -------
$ 21,976 $ 23,606 $ 45,582 $ 2,923
======== ========= ========= =======
In June 2001, we completed a rights offering wherein M&M Nominee, our
largest shareholder, at the time purchased an additional 6,849,315 shares of our
common stock increasing their ownership from 45.2% to 62.48%. Accordingly, we
experienced an ownership change as defined by Section 382 of the Internal
Revenue Code of 1986, as amended, which limits the use of net operating loss
carryforwards where changes occur in the stock ownership of a company. As a
result, this limitation could allow us to use only a portion of our pre-change
net operating loss carryforwards, which amounted to $17.7 million at December
31, 2002, to reduce subsequent taxable income in the United States, if any for
federal income tax purposes. Based upon the limitations of Section 382, we were
allowed to use approximately $425,000 of such losses each year to reduce taxable
income, if any, until such unused losses expire.
On July 7, 2004, we announced that Cardinal purchased certain shares of
UniMark common stock in a private transaction from MSIF. MSIF was a member of
UniMark's controlling shareholder, M&M Nominee. As a result of this transaction,
additional Section 382 limitations could further reduce the amount of our net
operating losses available each year to reduce taxable income.
Our Mexican subsidiaries tax loss and asset tax carryforwards have been
adjusted for the effects of inflation and are translated at the value of the
Mexican peso as of year-end and can be annually inflation-adjusted until the
date of their application against future taxable income for tax reporting
purposes.
44
Under Mexican tax law, our Mexican subsidiaries are required to pay
annually an asset tax, which is an alternative minimum tax, if the asset tax
calculation is greater than income taxes payable for the year. Asset taxes are
calculated at 1.8% of assets less certain liabilities and can be carriedforward
for up to 10 years as credits against future income taxes payable. Before any
asset tax carryforwards can be applied, all net operating losses must be first
utilized. Income tax expense in 2001 included recoverable asset taxes of
$605,000 and in 2002 and 2003 income tax expense related solely to recoverable
asset taxes.
On August 30, 2004, the company sold its packaged fruit business segment
to Del Monte, which included all of the outstanding shares of ICMOSA. As of
December 31, 2003, approximately $12.4 million of our available Mexican tax loss
carryfowards and $2.5 million of our Mexican recoverable asset taxes were
associated with ICMOSA.
As required by Mexican law, our Mexican subsidiaries are required to pay
employee profit sharing to all its employees in addition to their contractual
compensation and benefits. Currently the statutory rate for employee profit
sharing is 10% and is based on each year's taxable income for tax reporting
purposes, adjusted to eliminate most of the effects of Mexican inflation. As a
result of our Mexican subsidiaries reporting losses for income tax purposes over
the past several years, current payments have not been required. A liability,
however, must be recognized for deferred employee profit sharing purposes based
on temporary differences between income for financial reporting purposes and
income for purposes of computing the current amount of the employee profit
sharing payment. As of December 31, 2002 and 2003, the liability for deferred
Mexican employee profit sharing was $1.4 million and $23,000, respectively, and
is included under the caption "Deferred Mexican statutory profit sharing" in our
consolidated balance sheets.
NOTE 11 - STOCK OPTIONS
In 1994, we adopted the 1994 Employee Stock Option Plan and an Outside
Director Stock Option Plan (the "1994 Plans"). Under the 1994 Plans, our Board
of Directors were authorized to grant options to employees and consultants and
to our outside directors to purchase up to 820,000 and 100,000 shares
respectively, of our common stock which were reserved for such purposes. The
terms and vesting period for options granted under the 1994 Plans were fixed by
our Board of Directors at the time of grant provided that the exercise period
was not greater than 10 years from the date of grant. The exercise price for any
options granted under the 1994 Plans for employees and consultants could not be
less than 100% and 85% of the fair market value of our common stock on the date
of the grant for Incentive and Non-statutory Stock Options, as defined,
respectively. The exercise price for options granted under the 1994 Plans for
outside directors could not be less than 100% of the fair market value of our
common stock on the date of grant.
In 1999, we adopted the 1999 Stock Option Plan (the "1999 Plan") under
which stock options could be granted to employees, outside directors and
consultants to purchase our common stock. The 1999 Plan, which is similar to the
1994 Plan for employees, is for a period of ten years and has reserved 500,000
shares of our common stock for stock option grants. Effective with the adoption
of the 1999 Plan, we discontinued granting options under the 1994 Plans. A
summary of the status of all of our stock options at December 31, 2001, 2002 and
2003 and the changes during the periods ended are presented in the following
tables.
45
EMPLOYEE STOCK OUTSIDE DIRECTORS STOCK
OPTION PLAN OPTION PLAN
----------------------- -----------------------
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE
EXERCISE EXERCISE
1994 PLANS OPTIONS PRICE OPTIONS PRICE
---------- ------- --------- ------- --------
Options outstanding, January 1, 2001 ... 133,000 $ 7.25 25,000 $ 3.28
Granted ............................ - - - -
Forfeited .......................... (133,000) 7.25 (2,500) 6.88
-------- -------
Options outstanding, December 31, 2001.. - 7.25 22,500 2.88
Granted ............................ - - - -
Forfeited .......................... - - (22,500) 2.88
--------
Options outstanding, December 31, 2002.. - - - -
Granted ............................ - - -
Forfeited .......................... - - - -
-------- -------
Options outstanding, December 31, 2003.. - - -
======== =======
Exercisable at December 31,
2001 ............................... - - 25,000 3.28
2002 ............................... - - 22,500 2.88
2003 ............................... - - - -
WEIGHTED-
AVERAGE
EXERCISE
1999 PLAN OPTIONS PRICE
- --------- -------- ---------
Options outstanding, January 1, 2001.............. 80,000 2.05
Granted...................................... 30,000 0.57
Forfeited.................................... - 2.51
-------
Options Outstanding December 31, 2001............. 110,000 1.65
Granted...................................... - -
Forfeited.................................... (15,000) 1.37
-------
Options Outstanding December 31, 2002............. 95,000 1.70
Granted...................................... - -
Forfeited.................................... (15,000) 1.98
-------
Options outstanding December 31, 2003............. 80,000 1.64
-------
Exercisable at December 31,
2001........................................ 65,000 2.03
2002........................................ 65,000 1.70
2003........................................ 80,000 1.64
At December 31, 2003 there were no options outstanding under the 1994
Plans for both employees and outside directors.
Options outstanding at December 31, 2003 under the 1999 Plan had
exercisable prices that ranged from $0.5625 to $2.50 and a weighted-average
remaining contractual life of 1.25 years. Under the 1999 Plan, all options
granted to outside directors become exercisable on the first anniversary of
grant while options granted to employees and consultants vest ratably over four
years. The weighted average exercise price of all options granted is the same as
the weighted average fair market value as all options were granted at the market
price of our common stock on the grant dates.
Effective October 1, 2004, the company granted an officer stock options to
purchase 2,104,182 shares of company common stock at an initial option price of
$0.40 per share, which was the fair market value of the company's common stock
at the date of grant. The options vest in accordance with a vesting formula, as
provided for in the option agreement. The initial option price is subject to
adjustments based on future events.
We have elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB No. 25) and related
interpretations, in accounting for our employee and outside director stock
options because, as discussed below, the alternative fair value accounting
provided for under FASB No. 123,
46
"Accounting for Stock-Based Compensation," requires use of option valuation
models that were not developed for use in valuing stock options. Because the
exercise price of our stock options equals or exceeds the market price of the
underlying stock on the date of grant, no compensation expense is recognized
under APB No. 25.
Pro forma information regarding net loss and net loss per share, as
required by FASB No. 123 as if we had accounted for our stock options under the
fair value method, has been omitted as the fair value and number of outstanding
options is not significant. Additionally, the effect of amortization of the fair
value of previously granted options is not considered to be material.
NOTE 12 - LEMON GROVES
In March 2003, we received formal offers from Coca-Cola to purchase our
Victoria juice and oil plant and rescind certain contract rights for the growing
and processing of lemons for aggregate cash payments from Coca-Cola of $16.0
million. In April 2003, we consummated the portion of the Coca-Cola transaction
pertaining to the rescission of all contract rights and obligations for the
growing and processing of lemons for an aggregate cash payment of $12.5 million,
plus value added taxes. In this regard, we retained the approximately 7,100
acres of lemon groves, which included all the land, irrigation systems and
related agricultural equipment. As part of the sale agreement we are
contractually restricted from industrially processing our lemons and are limited
in marketing our lemons solely as fresh fruit until July 30, 2007. The proceeds
from the rescission of the contract rights were offset against our capitalized
orchard development costs during the second quarter of 2003, which were
classified in property, plant and equipment in our consolidated balance sheet at
December 31, 2002.
As of December 31, 2003, our lemon groves consisted of 2,871 hectares
(approximately 7,100 acres). This land, which is situated in the northern states
of Tamaulipas and San Luis Potosi, consists of two separate groves with
different maturity profiles. These groves were initially planted with
approximately 800,000 lemon trees. Pursuant to the terms of the now cancelled
long-term supply contract, Coca-Cola provided us, free of charge, 765,000 lemon
tree seedlings that were used for planting approximately 6,023 acres. We also
operate our own nursery where young seedlings are prepared for planting, which
provided us with the remaining 35,000 trees, as well as acting as a source of
replanting for damaged trees. In connection with the Coca-Cola transaction
pertaining to the rescission of all contract rights and obligations for the
growing and processing of lemons for an aggregate cash payment of $12.5 million,
we elected to cease active cultivation of recently planted lemon tree seedlings
and used some for replanting of damaged trees. In October 2004, we commenced
actively cultivating the plantings that were abandoned in 2003. As part of the
sale agreement we are contractually restricted from industrially processing our
lemons and are limited in marketing our lemons solely as fresh fruit until July
30, 2007.
All costs incurred to plant and maintain our lemon orchards were
capitalized and deferred through March 31, 2003. As a result of the rescission
of all contract rights and obligation for the growing of lemons in April 2003,
these deferred and capitalized orchard development costs were reduced by the
$12.5 million sale proceeds, and all remaining costs are being depreciated over
their estimated useful lives commencing in the second quarter of 2003. In prior
periods, it was determined that these deferred costs would be amortized based on
the projected year's yield to total estimated yield over the life of the
rescinded supply contract.
As of December 31, 2003, our lemon groves consisted of the following:
GROVE LOCATION HECTARES ACREAGE(A) INTEREST
- ----- ----------------------- -------- ---------- --------
Gomez Farias,
El Cielo Grove ............... Tamaulipas, Mexico 725 1,791 Owned
Cd. Valles,
Flor de Maria Grove........... San Luis Potosi, Mexico 2,146 5,301 Leased
(A) One hectare equals approximately 2.47 acres.
The Flor de Maria grove lease is a 30-year land lease. The property rights
associated with the lease were acquired in 1999 from a group of local Mexican
landowners, whom acquired the land under the "Ejido" system of land ownership.
The lease and purchase price of approximately $1.9 million were prepaid. In late
2001, we formally entered into the 30-year lease agreement with the landowners.
Although we are currently in the process of transitioning the lease into a land
purchase, we are amortizing the cost over the remaining life of the lease. In
connection with transfer of this land, we have received a request from the
"Ejido" for the payment of an additional $1.2 million ($12.6 million Mexican
pesos).
47
NOTE 13 - SEGMENT AND GEOGRAPHIC INFORMATION
For operating and financial reporting purposes, we have historically
classified our business into two distinct business segments: packaged fruit and
juice and oil. With the sales of our juice and oil business segments assets and
our packaged fruit business segment, our business for operating and financial
reporting purposes now consists solely of our fresh lemon business (agricultural
business segment). We now conduct substantially all of our operations through
our Mexican operating subsidiary, GISE and our newly-formed Delaware subsidiary,
Sierra Foods, Inc.
Within our packaged fruit business segment, we focused on niche citrus and
tropical fruit products including chilled, frozen and canned cut fruits and
other specialty food ingredients. The packaged fruit business segment processed
and packaged our products at three processing plants in Mexico, which were
located in major fruit growing regions. We utilized independent food brokers to
sell our foodservice and industrial products in the United States. Sales to our
Japanese consumers were facilitated through Japanese trading companies.
We evaluate our segment performance and allocate resources based on profit
or loss from operations before income taxes and commenced allocating a portion
of our corporate general and administrative expenses in 2003. Inter-segment
sales and transfers are insignificant. Our reportable segments are each managed
separately because they process and distribute distinct products with different
production processes. Information pertaining to the operations of our two
business segments is set forth below.
PACKAGED
FRUIT AGRICULTURAL TOTAL
--------- ------------ ----------
YEAR ENDED DECEMBER 31, 2003
Revenues from external customers.................. $ 28,058 $ 258 $ 28,316
Interest expense.................................. 738 290 1,028
Interest revenue.................................. 36 37 73
Asset tax......................................... 535 115 650
Depreciation and amortization expense............. 1,024 372 1,396
Impairment loss................................... 5,243 - 5,243
Segment loss...................................... (6,888) (317) (7,205)
Segment assets.................................... 24,915 15,075 39,990
Expenditures for long-lived assets................ 87 278 365
YEAR ENDED DECEMBER 31, 2002
Revenues from external customers.................. $ 25,069 $ - $ 25,069
Interest expense.................................. 393 - 393
Interest revenue.................................. 71 - 71
Asset tax......................................... 518 - 518
Depreciation and amortization expense............. 1,053 - 1,053
Impairment loss................................... - 2,516 2,516
Segment loss...................................... (2,252) (2,516) (4,768)
Segment assets.................................... 31,285 21,940 53,225
Expenditures for long-lived assets................ 127 1,453 1,580
YEAR ENDED DECEMBER 31, 2001
Revenues from external customers.................. $ 27,032 $ - $ 27,032
Interest expense.................................. 922 - 922
Interest revenue.................................. 145 - 145
Asset tax......................................... 535 - 535
Depreciation and amortization expense............. 1,394 - 1,394
Impairment loss................................... - - -
Segment income.................................... 213 - 213
Segment assets.................................... 37,829 24,359 62,188
Expenditures for long-lived assets................ 562 683 1,245
48
The following are reconciliations of reportable business segment revenues,
profit or loss, and assets to our consolidated totals.
YEARS ENDED DECEMBER 31,
--------------------------------
2001 2002 2003
-------- -------- --------
REVENUES
Total external and consolidated revenues for reportable
segments.................................................. $ 27,032 $ 25,069 $ 28,316
======== ======== ========
PROFIT OR LOSS
Total profit or loss for reportable segments.............. $ 213 $ (4,768) $ (7,205)
Unallocated corporate general and administrative expenses
- General and administrative.......................... (1,397) (1,105) (448)
-------- -------- --------
Loss before income taxes................................ $ (1,184) $ (5,873) $ (7,653)
======== ======== ========
ASSETS
Total assets for reportable segments...................... $ 62,188 $ 53,225 $ 39,990
Total assets of discontinued operations................... 7,691 5,458 598
Other assets.............................................. 56,996 59,166 59,166
Elimination of intercompany profits in inventory.......... (48) (48) (48)
Elimination of intercompany receivables................... (28,229) (24,807) (26,662)
Allocation of acquisition costs of subsidiaries recorded in
consolidation........................................... (39,900) (44,585) (44,585)
Reclassification of deferred tax assets recorded in
consolidation........................................... (8,286) (5,634) (978)
-------- -------- --------
Total consolidated assets................................. $ 50,412 $ 42,775 $ 27,481
======== ======== ========
The following geographic information attributes our revenues to countries
based on the location of our customers.
YEARS ENDED DECEMBER 31,
-----------------------------------
2001 2002 2003
--------- --------- ---------
REVENUES
United States................................ $ 18,736 $ 18,529 $ 24,586
Japan........................................ 7,339 5,705 3,019
Mexico....................................... 610 525 614
Europe....................................... 347 310 97
--------- --------- ---------
Consolidated total...................... $ 27,032 $ 25,069 $ 28,316
========= ========= =========
NOTE 14 - PRO FORMA RESULTS OF DISCONTINUED OPERATIONS (UNAUDITED)
On August 30, 2004, we sold our packaged fruit business segment to Del
Monte in a transaction valued at approximately $11.0 million. The transaction
included the sale of all outstanding shares of our Mexican subsidiary, ICMOSA.
In connection with the transaction, we received at closing cash, of
approximately $350,000 and an additional $600,000, less recording expenses of
approximately $50,000, in November 2004. As part of the transaction,
approximately $7.0 million of defaulted ICMOSA bank debt and accrued interest
was assumed by Del Monte and retired and the 5-year supply contract and
trademark license agreement were terminated.
Our unaudited pro forma condensed consolidated statements of operations
for each of the three years ended December 31, 2003 and the unaudited pro forma
condensed consolidated balance sheets as of December 31, 2003 and 2002 have been
prepared based on our historical consolidated financial statements and related
notes. The pro forma unaudited condensed consolidated statements of operations
reflect certain pro forma adjustments to the historical amounts, which
reclassify the sale of our packaged fruit business segment as discontinued
operations. The pro forma condensed consolidated balance sheets include certain
pro forma adjustments that assume the sale transaction occurred as of December
31, 2003 and 2002. All of the pro forma data is explained in the notes that
accompany the pro forma financial statements (all amounts in thousands).
49
CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 -
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS CONSOLIDATED
---------- ------------ ------------
ASSETS
Current assets:
Cash and cash equivalents........................................... $ 10,552 $ (296)(1) $ 10,256
350 (2)
(350)(2)
Accounts receivable - trade, net.................................... 981 (645)(1) 336
Accounts receivable - other......................................... 196 (162)(1) 34
Income and value added taxes receivable............................. 448 (372)(1) 76
Receivable - Del Monte.............................................. -- 600 (3) 600
Inventories......................................................... 4,319 (4,319)(1) --
Prepaid expenses.................................................... 152 (36)(1) 116
Current assets of discontinued operations........................... 598 598
--------- --------- ------------
Total current assets........................................ 17,246 (5,230) 12,016
Property, plant and equipment, net..................................... 8,270 (5,511)(1) 2,759
Land lease............................................................. 1,848 1,848
Other assets........................................................... 117 (105)(1) 12
--------- --------- ------------
Total assets................................................ $ 27,481 $ (10,846) $ 16,635
========= ========= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short and long-term debt in default................................. $ 6,235 $ (6,235)(1) $ --
Current portion of long-term debt................................... 12 12
Accounts payable - trade ........................................... 2,676 (2,485)(1) 191
Accrued liabilities................................................. 4,910 (2,119)(1) 2,791
--------- --------- ------------
Total current liabilities................................... 13,833 (10,839) 2,994
Long-term debt, less current portion................................... 4,199 4,199
Deferred Mexican statutory profit sharing and income taxes............. 23 (23)(1) --
Other long-term liability.............................................. 1,776 1,776
--------- --------- ------------
Total liabilities........................................... 19,831 (10,862) 8,969
--------- --------- ------------
Shareholders' equity:
Common stock........................................................ 210 210
Additional paid-in capital.......................................... 68,671 68,671
Accumulated deficit................................................. (61,231) 16 (4) (61,215)
--------- --------- ------------
Total shareholders' equity.................................. 7,650 16 7,666
--------- --------- ------------
Total liabilities and shareholders' equity.................. $ 27,481 $ (10,846) $ 16,635
========= ========= ============
Notes:
(1) Reflects the elimination of all assets and assumption of liabilities as of
December 31, 2003 associated with our packaged fruit business segment
included in the sales transaction.
(2) The $350 represents the cash received at closing and the payment of our
transaction fees associated with the sale.
(3) Represents the amount due from Del Monte as the final payment on the sale
transaction.
(4) Represents the pro forma gain resulting from the sale.
50
CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2002 -
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS CONSOLIDATED
---------- ------------ ------------
ASSETS
Current assets:
Cash and cash equivalents.................................................. $ 397 $ (186)(5) $ 211
350 (6)
(350)(6)
Accounts receivable - trade, net........................................... 515 (503)(5) 12
Accounts receivable - other................................................ 245 (245)(5) -
Notes receivable........................................................... 310 310
Income and value added taxes receivable.................................... 482 (482)(5) -
Receivable - Del Monte..................................................... - 600 (7) 600
Inventories................................................................ 4,978 (4,978)(5) -
Prepaid expenses........................................................... 148 (32)(5) 116
Current assets of discontinued operations.................................. 952 952
-------- --------- -----------
Total current assets............................................... 8,027 (5,826) 2,201
Property, plant and equipment, net............................................ 26,089 (10,427)(5) 15,662
Land lease.................................................................... 1,897 1,897
Deposit on plant facility..................................................... 2,044 (2,044)(5) -
Other assets.................................................................. 212 (169)(5) 43
Long-term assets of discontinued operations................................... 4,506 4,506
-------- --------- -----------
Total assets....................................................... $ 42,775 $ (18,466) $ 24,309
======== ========= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt............................................................ $ 100 $ $ 100
Short and long-term debt in default........................................ 6,510 (6,510)(5) -
Current portion of long-term debt.......................................... 28 28
Accounts payable - trade .................................................. 3,176 (3,114)(5) 62
Accrued liabilities........................................................ 3,789 (1,485)(5) 2,304
Current liabilities of discontinued operations............................. 4,076 4,076
-------- --------- -----------
Total current liabilities.......................................... 17,679 (11,109) 6,570
Long-term debt, less current portion.......................................... 4,622 4,622
Deferred Mexican statutory profit sharing and income taxes.................... 1,443 (237)(5) 1,206
Other long-term liability..................................................... 1,434 1,434
-------- --------- -----------
Total liabilities.............................................. 25,178 (11,346) 13,832
-------- --------- -----------
Shareholders' equity:
Common stock............................................................... 210 210
Additional paid-in capital................................................. 68,671 68,671
Accumulated deficit........................................................ (51,284) (7,120)(8) (58,404)
-------- --------- -----------
Total shareholders' equity......................................... 17,597 (7,120) 10,477
-------- --------- -----------
Total liabilities and shareholders' equity......................... $ 42,775 $ (18,466) $ 24,309
======== ========= ===========
Notes:
(5) Reflects the elimination of all assets and assumption of liabilities as of
December 31, 2002 associated with our packaged fruit business segment
included in the sales transaction.
(6) The $350 represents the cash received at closing and the payment of our
transaction fees associated with the sale.
(7) Represents the amount due from Del Monte as the final payment on the sale
transaction.
(8) Reflects the 2003 pro forma loss from discontinued operations of $(7,077)
and the additional loss resulting from the sale.
51
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - YEAR ENDED
DECEMBER 31, 2003
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS CONSOLIDATED
---------- ------------ ------------
Net sales.......................................................... $ 28,316 $ 28,058 (9) $ 258
Cost of products sold.............................................. 26,965 (25,393)(9) 1,572(11)
---------- --------- ------------
Gross profit (loss)................................................ 1,351 2,665 (1,314)
Selling, general and administrative expenses....................... 2,126 (2,485)(9) (359)
Impairment of long-lived assets.................................... 5,243 (5,243)(9) -
---------- --------- ------------
Income (loss) from operations...................................... (6,018) 5,063 (955)
Other income (expense):
Interest expense................................................. (1,028) 738 (9) (290)
Other income (expense), net...................................... (338) 375 (9) 37
Foreign currency translation gain (loss)......................... (269) 712 (9) 443
---------- --------- ------------
(1,635) 1,825 190
---------- --------- ------------
Loss from continuing operations before income taxes................ (7,653) 6,888 (765)
Income tax expense................................................. 650 (535)(9) 115
---------- --------- ------------
Loss from continuing operations.................................... (8,303) 7,423 (880)
Discontinued operations: ---------- --------- ------------
Loss from discontinued operations before income taxes........... (1,630) (6,888)(10) (8,518)
Income tax expense.............................................. 14 535(10) 549
---------- --------- ------------
Loss from discontinued operations............................... (1,644) (7,423) (9,067)
---------- --------- ------------
Net loss........................................................... $ (9,947) $ - $ (9,947)
========== ========= ============
Basic and diluted net loss per share:
Continuing operations........................................... $ (0.39) $ (0.04)
Discontinued operations......................................... (0.08) (0.43)
---------- ------------
Basic and diluted net loss per share............................... $ (0.47) $ (0.47)
========== ============
Weighted average shares outstanding - basic
and diluted................................................. 21,045 21,045
========== ============
Notes:
(9) Represents the elimination of all 2003 sales, cost of sales, selling,
general and administrative expenses, impairment of long-lived assets,
other income (expense) and income tax expense associated with our packaged
fruit business segment.
(10) Represents the reclassification of the income and expense items eliminated
in Note (9) as loss from discontinued operations.
(11) Represents orchard operating costs. Effective April 1, 2003, the company
started expensing all operating costs associated with its lemon groves.
52
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - YEAR ENDED
DECEMBER 31, 2002
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS CONSOLIDATED
---------- ------------ ------------
Net sales................................................. $ 25,069 $(25,069)(12) $ --
Cost of products sold..................................... 24,513 (24,513)(12) --
---------- -------- -----------
Gross profit.............................................. 556 556 --
Selling, general and administrative expenses.............. 3,085 (1,980)(12) 1,105
Impairment of long-lived assets........................... 2,516 2,516
---------- -------- -----------
Loss from operations...................................... (5,045) 1,424 (3,621)
Other income (expense):
Interest expense........................................ (393) 393(12) --
Other income, net....................................... 146 (146)(12) --
Foreign currency translation loss....................... (581) 581(12) --
---------- -------- -----------
(828) 828 --
---------- -------- -----------
Loss from continuing operations before income taxes....... (5,873) 2,252 (3,621)
Income tax expense........................................ 518 (518)(12) --
---------- -------- -----------
Loss from continuing operations........................... (6,391) 2,770 (3,621)
---------- -------- -----------
Discontinued operations:
Loss from discontinued operations before income taxes.. (1,529) (2,252)(13) (3,781)
Income tax expense..................................... 22 518(13) 540
---------- -------- -----------
Loss from discontinued operations...................... (1,551) (2,770) (4,321)
---------- -------- -----------
Net loss.................................................. $ (7,942) $ -- $ (7,942)
========== ======== ===========
Basic and diluted net loss per share:
Continuing operations.................................. $ (0.31) $ (0.17)
Discontinued operations................................ (0.07) (0.21)
---------- -----------
Basic and diluted net loss per share...................... $ (0.38) $ (0.38)
========== ===========
Weighted average shares outstanding - basic and diluted.. 21,045 21,045
========== ===========
Notes:
(12) Represents the elimination of all 2002 sales, cost of sales, selling,
general and administrative expenses, other income (expense) and income tax
expense associated with our packaged fruit business segment.
(13) Represents the reclassification of the income and expense items eliminated
in Note (12) as loss from discontinued operations.
53
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - YEAR ENDED
DECEMBER 31, 2001
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS CONSOLIDATED
---------- ------------ ------------
Net sales................................................. $ 27,032 $(27,032)(14) $ --
Cost of products sold..................................... 26,396 (26,396)(14) --
---------- -------- ------------
Gross profit.............................................. 636 636 --
Selling, general and administrative expenses.............. 3,779 (2,382)(14) 1,397
---------- -------- ------------
Loss from operations...................................... (3,143) 1,746 (1,397)
Other income (expense):
Interest expense........................................ (922) 922(14) --
Other expense, net...................................... (129) 129(14) --
Gain on forgiveness of debt............................. 2,870 (2,870)(14) --
Foreign currency translation gain....................... 140 (140)(14)
---------- -------- ------------
1,959 (1,959) --
---------- -------- ------------
Loss from continuing operations before income taxes....... (1,184) 213 (1,397)
Income tax expense........................................ 1,233 (1,233)(14) --
---------- -------- ------------
Loss from continuing operations........................... (2,417) 1,020 (1,397)
---------- -------- ------------
Discontinued operations:
Loss from discontinued operations before income taxes.. (6,371) (213)(15) (6,158)
Income tax expense (benefit)........................... (23) 1,233 1,210
---------- -------- ------------
Loss from discontinued operations...................... (6,348) (1,020) (7,368)
---------- -------- ------------
Net loss.................................................. $ (8,765) $ -- $ (8,765)
========== ======== ============
Basic and diluted net loss per share:
Continuing operations.................................. $ (0.14) $ (0.08)
Discontinued operations................................ (0.36) (0.42)
---------- ------------
Basic and diluted net loss per share...................... $ (0.50) $ (0.50)
========== ============
Weighted average shares outstanding - basic and diluted.. 17,618 17,618
========== ============
Notes:
(14) Represents the elimination of all 2001 sales, cost of sales, selling,
general and administrative expenses, other income (expense) and income tax
expense associated with our packaged fruit business segment.
(15) Represents the reclassification of the income and expense items eliminated
in Note (14) as loss from discontinued operations.
54
NOTE 15 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
For each quarter during the two fiscal years ended December 31, 2003 (in
thousands, except per share data):
2003 QUARTERS FIRST SECOND THIRD FOURTH TOTAL
- ----------------------------------------------------- ------ ------- ------- ------- -------
(1) (2) (3) (4)
Net sales $7,610 $ 6,923 $ 5,475 $ 8,308 $28,316
Gross profit (loss) 1,519 (402) (584) 818 1,351
Operating income (loss) 529 (332) (1,344) (4,871) (6,018)
Income (loss) from continuing operations 38 (502) (2,900) (4,939) (8,303)
Income (loss) from discontinued operations (558) (823) 151 (414) (1,644)
Net loss (520) (1,325) (2,749) (5,353) (9,947)
Basic and diluted net loss per share (0.02) (0.06) (0.13) (0.26) (0.47)
Weighted average basic and diluted shares outstanding 21,045 21,045 21,045 21,045 21,045
2002 QUARTERS FIRST SECOND THIRD FOURTH TOTAL
- ----------------------------------------------------- ------ ------- ------- ------- -------
(5) (6)
Net sales $6,782 $ 7,365 $ 5,036 $ 5,886 $25,069
Gross profit (loss) 833 (261) (781) 765 556
Operating income (loss) 51 (1,123) (1,555) (2,418) (5,045)
Income (loss) from continuing operations 72 (1,467) (2,137) (2,859) (6,391)
Loss from discontinued operations (439) (185) (162) (765) (1,551)
Net loss (367) (1,652) (2,299) (3,624) (7,942)
Basic and diluted net loss per share (0.02) (0.08) (0.11) (0.17) (0.38)
Weighted average basic and diluted shares outstanding 21,045 21,045 21,045 21,045 21,045
Notes to unaudited quarterly results of operations:
(1) The first quarter of 2003 was unfavorably impacted by the recording
of a non-cash charge of $232,000 resulting from the write-down of
long-lived assets associated with our former pineapple growing
operations.
(2) The second quarter of 2003 was favorably impacted by a non-cash gain
of $860,000 from the reversal of previously recorded Mexican
deferred profit sharing expense.
(3) The third quarter of 2003 was unfavorably impacted by $262,000 as a
result of recognizing interest on the Bancomext debt at the default
rate.
(4) The fourth quarter of 2003 was unfavorably impacted by a non-cash
charge of $5.0 million associated with the impairment of long-lived
assets associated with our packaged fruit business segment.
(5) The second and third quarters of 2002 were negatively impacted by
non-cash inventory write-downs of $520,000 and $567,000,
respectively, as a result of our decision to discontinue the
pineapple growing operations of our packaged fruit business segment.
(6) The fourth quarter of 2002 was unfavorably impacted by a non-cash
charge of $3.1 million associated with the impairment of long-lived
assets associated with our discontinued juice and oil business
segment and is included in loss from discontinued operations.
NOTE 16 - COMMITMENTS AND CONTINGENCIES
Several legal proceedings arising in the normal course of business are
pending against us, including certain of our Mexican subsidiaries.
As a result of the decline in the worldwide market prices of FCOJ, during
2000 we decided to discontinue operating a juice processing facility in Mexico
that had been leased from Frutalamo S.A. de C.V. ("Frutalamo") under the terms
of deposit, operating and stock purchase agreements entered into in December
1996. As we were unsuccessful in negotiating a settlement with Frutalamo to
terminate such agreements, we wrote off a previously recorded non-refundable
deposit of $1.5 million and recorded a cancellation fee of $1.0 million, both of
which were non-cash charges, which were associated with our discontinued juice
and oil business segment.
Subsequent to December 31, 2000, Frutalamo and certain of its shareholders
(collectively, the "Frutalamo Plaintiffs") initiated legal proceedings in Mexico
naming as defendants certain of our Mexican subsidiaries, certain current and
former employees, officers and directors of our company and a former contractor.
In September 2002, we settled these claims for $125,000 in cash. We have learned
that, notwithstanding such settlement, certain claims
55
asserted against us by the Frutalamo Plaintiffs, prior to September 2002,
continue to be under review before the Mexican courts. Management denies any
wrongdoing in this matter and intends to vigorously contest these claims. The
resolution of this matter is not expected to have a material adverse effect on
our condensed consolidated financial condition or results of operations.
In addition to the actions described above, from time to time our company
is engaged in various other legal proceedings in the normal course of business.
The ultimate liability, if any, for the aggregate amounts claimed cannot be
determined at this time. However, our company, based on the consultation with
legal counsel, is of the opinion that there are no matters pending or
threatening, except for Bancomext, which could have a material adverse effect on
our consolidated financial position or results of operations.
SCHEDULE II
THE UNIMARK GROUP, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
(IN THOUSANDS)
BALANCE AT CHARGED TO CHARGED TO
BEGINNING COST AND OTHER DEDUCTIONS BALANCE AT
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (1) END OF PERIOD
- -------------------------------- ---------- ---------- ---------- ---------- -------------
Allowance for doubtful accounts:
Year ended December 31, 2003 $ 616 -- -- 547 $ 69
Year ended December 31, 2002 $ 388 228 -- -- $ 616
Year ended December 31, 2001 $ 828 -- -- 440 $ 388
(1) Represents uncollectible accounts charged against the allowance for
doubtful accounts.
ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our company maintains a system of disclosure controls and procedures. The
term "disclosure controls and procedures", as defined by regulations of the SEC,
means controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that our company files or submits to the
SEC under the Securities Exchange Act of 1934, as amended (the "Act"), is
recorded, processed, summarized and reported, within the time period specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by our company in the reports that it files or submits
to the SEC under the Act is accumulated and communicated to our company's
management, including its principal executive officer and its principal
financial officer, as appropriate to allow timely decisions to be made regarding
required disclosure. Our company's Chief Executive Officer and our Chief
Financial Officer have evaluated our company's disclosure controls and
procedures as of a date within 90 days of the filing date of this Annual Report
on Form 10-K and have concluded that our company's disclosure controls and
procedures indicate that a material weakness exists at one of its Mexican
subsidiaries. The company is currently addressing these issues and implementing
procedures to eliminate these weaknesses, including the hiring of a bilingual
controller. (See Item 4. (b) below.)
With the filing of this Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, we will be filing over ten months past our extension
request to April 14, 2004. This filing delay has been caused by several factors,
which are as follows -
56
- The annual audit of our consolidated financial statements for
our fiscal year ending December 31, 2002, by our independent
public accountants was finalized on July 25, 2003 and we filed
our annual report on Form 10-K for our fiscal year ended
December 31, 2002 on August 12, 2003. Their quarterly review
under SAS 100 of our first quarter 2003 did not commence until
shortly after the completion of their audit. Filing of our
Form 10-Q for our quarterly periods ended June 30, 2003 and
September 30, 2003, were made on March 8, 2004 and August 13,
2004, respectively.
- As a result of the finalization of the Coca-Cola transaction
for the rescission of certain contract rights for the growing
and processing of lemons in Mexico, which was completed in
April 2003, a detailed analysis of the impact of this
transaction on our December 31, 2002 deferred orchard costs
was required to assess impairment of these long-lived assets
under current accounting literature, which included an expert
third party appraisal of the assets which we obtained in June
2003.
- The company has limited qualified personnel to prepare and
file its SEC reports.
- As part of our company's decision to discontinue the juice
division of our juice and oil business segment, we entered
into contracts to sell our juice processing plants and related
equipment located in Mexico. As a result, additional analysis
was required in assessing the impairment of these long-lived
assets under current accounting literature.
- As a result of discontinuing our juice and oil business
segment, the company's historical financial statements had to
be restated to reflect this discontinuance as discontinued
operations.
- The company went through a further change in control in July
2004, which resulted in further management and director
changes.
- On August 30, 2004, the company sold its packaged fruit
business segment, which required the allocation of already
limited personnel resources.
- The review of certain internal control deficiencies by our
company's Audit Committee and independent accountants.
- The replacement of several members of our company's Audit
Committee with independent directors.
- The resignation of certain personnel and their impact on
financial statement preparation.
(b) Changes in Internal Controls
Our company also maintains a system of internal controls. The term
"internal controls", as defined by the American Institute of Certified Public
Accountants' Codification of Statement on Auditing Standards, AU Section 319,
means controls and other procedures designed to provide reasonable assurance
regarding the achievement of objectives in the reliability of our company's
financial reporting, the effectiveness and efficiency of our company's
operations and our company's compliance with applicable laws and regulations. In
connection with the preparation of our quarterly report on Form 10-Q for the
fiscal quarter ended June 30, 2003, our management identified certain
deficiencies in the company's internal control procedures, one of which would be
deemed to be a material weakness under standards established by the American
Institute of Certified Public Accountants. The nonmaterial internal control
deficiencies were investigated by our previous Audit Committee and our
independent accountants and did not result in a material misstatement of our
condensed consolidated financial statements. The material weakness, which was
concurred by our auditors and Audit Committee, was the result of the company's
delay in timely filing its SEC Form 10-Q reports for 2004 and its Form 10-K
report for December 31, 2003. Our management and its new Audit Committee have
adopted corrective measures, and will be adopting others to address and
eliminate this material and nonmaterial deficiencies, which should improve our
internal and disclosure controls and timely SEC reporting. These corrective
measures include:
1) Hiring of a bilingual Vice President of finance.
2) Improved controls relating to the payment of certain expenses
at one of our Mexican subsidiaries.
3) The hiring of an additional external accounting firm to assist
in the preparation of its monthly and quarterly financial
statements.
4) Continued emphasis on the timely receipt of monthly and
quarterly financial information from one of our Mexican
subsidiaries.
5) Closer monitoring of the preparation of its monthly and
quarterly financial information to assure timely receipt in
order timely file its SEC reports.
ITEM 9B. OTHER INFORMATION
None
57
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is incorporated by reference from
the section "Directors and Executive Officers" in our 2003 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from
the sections "Compensation of Executive Officers" and "Compensation of
Directors" in our 2003 Proxy Statement. Information in the section and
subsection titled "Report of The UniMark Group, Inc. Board of Directors
Compensation Committee" and "Performance Graph" is not incorporated by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference from
the section "Security Ownership of Principal Shareholders, Directors and
Management" in our 2003 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference from
the sections "Compensation of Executive Officers," "Compensation of Directors"
and "Certain Transactions" in our 2003 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference from
the section "Fees Paid to Auditors" in our 2003 Proxy Statement.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
See Index to Financial Statements (Item 8).
(a)(2) FINANCIAL STATEMENT SCHEDULES
See Index to Financial Statements (Item 8).
(a) REPORTS ON FORM 8-K
On September 1, 2004, we filed a Current Report on Form 8-K with the Securities
and Exchange Commission announcing the sale of Registrant's packaged fruit
business segment.
On October 1, 2004, we filed a Current Report on Form 8-K with the Securities
and Exchange Commission announcing Director changes.
On November 18, 2004, we filed a Current Report on Form 8-K with the Securities
and Exchange Commission announcing the appointment of Operating and Financial
Officers.
58
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- --------- --------------------------------------------------------------------
3.1 Articles of Incorporation of The UniMark Group, Inc., as amended (1)
3.2 Amended and Restated Bylaws of The UniMark Group, Inc. (1)
3.3 Articles of Exchange of The UniMark Group, Inc. (1)
4.1 Specimen Stock Certificate (1)
10.1 The UniMark Group, Inc. 1994 Employee Stock Option Plan (1)
10.2 The UniMark Group, Inc. 1994 Stock Option Plan for Directors (1)
10.3 Stock Exchange Agreement between The UniMark Group, Inc. and the
stockholders of Industrias Citricolas de Montemorelos, S.A. de
C.V.(1)
10.4 Citrus Grove Lease Agreement (1)
10.5 Asset Operating Agreement between the Registrant and Industrias
Horticolas de Montemorelos, S.A. de C.V.(2)
10.6 Lease agreement among Hector Gerardo Castagne Maitret, Carlos
Courturier Arellano, Mauro Alberto Salazar Rangel, Miguel Angel
Salazar Rangel, Alejandrina Trevino Garcia, Gerardo Trevino
Garcia,Jorge Maitret and Industrias Citricolas de Montemorelos, S.A.
de C.V.(2)
10.7 Contract of Purchase and Sale between Empacadora Tropifrescos,
Sociedad Anonima de Capital Variable and Industrias Citricolas de
Montemorelos, S.A. de C.V.(2)
10.8 Lease Agreement between Industrias Citricolas de Montemorelos, S.A.
de C.V. and Valpak, S.A. deC.V. dated July 1, 1995(3)
10.9 Asset Operating Agreement between Industrial Citricolas de
Montemorelos, S.A. de C.V. and Empacadora de Naranjas Azteca, S.A.
de C.V. dated July 1, 1995(3)
10.10 Contract for Operation, Administration, and Purchase and Sale of
Fruit between Industrial Citricolas de Montemorelos, S.A. de C.V.
and Mr. Jorge Croda Manica ("Las Tunas") dated July 1, 1995(3)
10.11 Lease Contract between Industrial Citricolas de Montemorelos, S.A.
de C.V. and Mr. Mauro Alberto Salazar Rangel and Mr. Miguel Angel
Salazar Rangel ("Huerta Loma Bonita") dated 1995(3)
10.12 Unilateral Recognition of Indebtedness and Granting of Revolving
Collateral between Industrial Citricolas de Montemorelos, S.A. de
C.V. and Rabobank Curacao N.V. dated September 20, 1995(3)
10.13 Amended and Restated Stock Purchase Agreement among The UniMark
Group, Inc., 9029-4315 Quebec Inc., Michel Baribeau and Gestion
Michel Baribeau Inc. dated January 3, 1996(4)
10.14 Lease Agreement between Loma Bonita Partners and UniMark Foods, Inc.
dated November 28, 1995(3)
10.15 Lease Agreement between The UniMark Group, Inc. and Grosnez Partners
dated January 1, 1996(3)
10.16 Rural Property Sublease Agreement between Industrial Citricolas de
Montemorelos, S.A. de C.V. and Lorenzo Uruiza Lopez dated October
23, 1995(3)
10.17 Purchase Agreement between Industrial Citricolas de Montemorelos,
S.A. de C.V. and Jose Enrique Alfonso Perez Rodriquez dated October
23, 1995(3)
10.18 Stock Purchase Agreement between The UniMark Group, Inc. and the
stockholders of Grupo Industrial Santa Engracia dated April 30,
1996(6)
10.19 Stock Purchase Agreement between The UniMark Group, Inc., UniMark
Foods, Inc., Sam Perricone Children's Trust 1972, Sam Perricone and
Mark Strongin dated May 9, 1996(6)
10.20 Employment Agreement by and between Grupo Industrial Santa Engracia,
S.A. de C.V. and Ing Jose Ma. Martinez Brohez dated as of May 9,
1996(7)
10.21 Lease Agreement by and among Ralphs Grocery Company, Simply Fresh
Fruit, Inc. and Davalon Sales, Inc. dated as of March 1, 1994(7)
10.22 Revolving Credit Agreement by and among UniMark Foods, Inc., The
UniMark Group, Inc., UniMark International, Inc., Simply Fresh
Fruit, Inc. and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
dated February 12, 1997. (9)
10.23 Supply Contract between The Coca-Cola Export Corporation and Grupo
Industrial Santa Engracia, S.A. de C.V. dated October 7, 1996. (9)
10.24 Loan Agreement made between Industrias Citricolas de
Montemorelos, S.A. de C.V., Grupo Industrial Santa Engracia, S.A. de
C.V., Agromark, S.A. de C.V., as borrowers; The UniMark Group, Inc.,
as guarantor, and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A. "Rabobank Nederland," as lender, dated May 29, 1997. (10)
10.25 Revolving Loan Agreement with Security Interest by and between
Industrias Citricolas de Montemorelos, S.A. de C.V., as borrower,
Grupo Industrial Santa Engracia, S.A. de C.V. "Gise,"
59
Agromark, S.A. de C.V. "Agromark," and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland" New York Branch
dated April 10, 1997. (10)
10.26 Revolving Loan Agreement with Security Interest by and between Grupo
Industrial Santa Engracia, S.A. de C.V. "Gise," as borrower,
Industrias Citricolas de Montemorelos, S.A. de C.V. "Icmosa,"
Agromark, S.A. de C.V. "Agromark," and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland" New York Branch
dated April 10, 1997. (10)
10.27 First Amendment to Revolving Credit Agreement by and among
UniMark Foods, Inc., the borrower, and The UniMark Group, Inc.,
UniMark International, Inc., Simply Fresh Fruit, Inc., the
guarantors, and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch dated October 7, 1997.
(10)
10.28 Second Amendment to Revolving Credit Agreement by and among
UniMark Foods, Inc., the borrower, and The UniMark Group, Inc.,
UniMark International, Inc., Simply Fresh Fruit, Inc., the
guarantors, and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch dated November 12, 1997.
(10)
10.29 Third Amendment to Revolving Credit Agreement by and among
UniMark Foods, Inc., the borrower, and The UniMark Group, Inc.,
UniMark International, Inc., Simply Fresh Fruit, Inc., the
guarantors, and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch dated May 22, 1998. (14)
10.30 Fourth Amendment to Revolving Credit Agreement by and among
UniMark Foods, Inc., the borrower, and The UniMark Group, Inc.,
UniMark International, Inc., Simply Fresh Fruit, Inc., the
guarantors, and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch dated December 31, 1998.
(14)
10.31 Letter given by Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch to UniMark Foods, Inc.,
the borrower, and The UniMark Group, Inc., UniMark International,
Inc., Simply Fresh Fruit, Inc., the guarantors, and Industrias
Citricolas de Montemorelos, S.A. de C.V., Grupo Industrial Santa
Engracia, S.A. de C.V., and Agromark, S.A. de C.V. regarding the
renewal of financing. (14)
10.32 Articles of Association of Gisalamo, S.A. de C.V. (11)
10.33 Deposit, Operation, Exploitation and Stock Purchase Option
Agreement by and among The UniMark Group, Inc. and Mr. Francisco
Domenech Tarrago and Mr. Francisco Domenech Perusquia dated December
17, 1996 (11)
10.34 Gratuitous Loan Agreement by and among Gisalamo, S.A. de C.V.
and Frutalamo, S.A. de C.V. dated December 17, 1996 (11)
10.35 Non-Competition Agreement by and among The UniMark Group, Inc.
and Jorn Budde dated February 18, 1998 (12)
10.36 Supply Agreement between the Coca-Cola Export Corporation and
Grupo Industrial Santa Engracia, S.A. de C.V. dated April 2, 1998
(13)
10.37 Fifth Amendment to Revolving Credit Agreement by and among
UniMark Foods, Inc., the borrower, and The UniMark Group, Inc.,
UniMark International, Inc., Simply Fresh Fruit, Inc., the
guarantors, and Cooperative Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland," New York Branch dated May 17, 1999 (14)
10.38 The UniMark Group, Inc. 1999 Stock Option Plan (14)
10.39 Employment Agreement by and among The UniMark Group, Inc. and
Charles Horne dated as of March 31, 1999 (14)
10.40 Employment Agreement by and among The UniMark Group, Inc. and
Roman Shumny dated as of November 20, 1998 (14)
10.41 Sixth Amendment to Revolving Credit Agreement by and among
UniMark Foods, Inc., the borrower, and The UniMark Group, Inc.
UniMark International, Inc. Simply Fresh Fruit, Inc., the
guarantors, and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch dated January 3, 2000
(15)
10.42 Seventh Amendment to Revolving Credit Agreement by and among
UniMark Foods, Inc., the borrower, and The UniMark Group, Inc.
UniMark International, Inc. Simply Fresh Fruit, Inc., the
guarantors, and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch dated March 1, 2000 (15)
10.43 Standby Funding Commitment by and among The UniMark Group,
Inc. and Promecap, S.C. dated April 17, 2000 (15)
10.44 Stock Purchase Agreement dated as of October 11, 1999, by and
among The UniMark Group, Inc. and Francois Gravil - Guy Picard in
trust for a company to be owned and operated by Francois Gravil and
Guy Picard, for all the issued and outstanding capital stock of Les
Produits Deli-Bon Inc. (17)
60
10.45 Asset Purchase Agreement dated October 18, 1999 by and among SFFI
Company, Inc., Sam Perricone, as guarantor, Sam Perricone Children's
Trust - 1972, The UniMark Group, Inc. and Simply Fresh Fruit, Inc.
(17)
10.46 Asset Purchase Agreement dated as of August 25, 2000 by and among
Del Monte Corporation, UniMark Foods, Inc. and The UniMark Group,
Inc. (17)
10.47 Promissory Note for $1,800,000 by and among The UniMark Group, Inc.
and M&M Nominee, L.L.C., 12%, due July 31, 2001 (17)
10.48 Fifth Amendment to the Revolving Loan Agreement with Security
Interest by and Among Industrial Santa Engracia, S.A. de C.V. as
Borrower, Industrias Citricolas de Montemorelos, S.A. de C.V. and
AgroMark S.A. de C.V., as Guarantors, The UniMark Group, Inc., as
Guarantor and Pledgor, Mr. Rafael Vaquero Bazan and Mr. Jose Maria
Brohez, as Pledgors, and Cooperatieve Centrale-Raiffeissen
Boerenleenbank B.A. ,as lender, dated as of September 1, 2000 (17)
10.49 Sixth Amendment to the Revolving Loan Agreement with Security
Interest by and Among Grupo Industrial Santa Engracia, S.A. de C.V.
as Borrower, Industrias Citricolas de Montemorelos, S.A. de C.V. and
AgroMark S.A. de C.V., as Guarantors, The UniMark Group, Inc., as
Guarantor and Pledgor, Mr. Rafael Vaquero Bazan and Mr. Jose Maria
Brohez, as Pledgors, and Cooperatieve Centrale-Raiffeissen
Boerenleenbank B.A. ,as lender dated as of January 1, 2001 (17)
10.50 Modifying Agreement to Supply Agreement between The Coca-Cola Export
Corporation and Grupo Industrial Santa Engracia, S.A. de C.V. dated
as of January 15, 2001 (18)
10.51 Promissory Note for $100,000 by and among The UniMark Group, Inc.
and M&M Nominee, LLP,10%, due June 10, 2003 (19)
10.52 Promissory Note for $125,000 by and among The UniMark Group, Inc.
and M&M Nominee, LLC,10%, due July 9, 2003(19)
10.53 Guaranty Agreement dated as of January 10, 2003, executed by Grupo
Industrial Santa Engracia, S.A. de C.V. in favor of M&M Nominee, LLC
(19)
10.54 Promissory Note for $200,000 by and among The UniMark Group, Inc.
and M&M Nominee, LLP, 10%, due April 30, 2003 (22)
10.55 Guaranty Agreement dated as of January 24, 2003, executed by
Industrias Citricolas de Montemorelos, S.A. de C.V. in favor of M&M
Nominee, LLC (22)
10.56 Promissory Note for $110,000 by and among The UniMark Group, Inc.
and M&M Nominee, LLP, 10%, due July 9, 2003 (22)
10.57 Guaranty Agreement dated as of February 11, 2003, executed by Grupo
Industrial Santa Engracia, S.A. de C.V. in favor of M&M Nominee, LLC
(22)
10.58 Promissory Note for $125,000 by and among The UniMark Group, Inc.
and M&M Nominee,LLC, 10%, due July 9, 2003 (22)
10.59 Guaranty Agreement dated as of March 6, 2003, executed by Grupo
Industrial Santa Engracia, S.A. de C.V. in favor of M&M Nominee, LLC
(22)
10.60 Agreement for the Termination of the Supply Agreement and its
Corresponding Amendments dated April 11, 2003, by and between Grupo
Industrial Santa Engracia, S.A. de C.V. and The Coca-Cola Export
Corporation, Mexico Branch (20)
10.61 Agreement for the Termination of the Processing Agreement dated
April 11, 2003, by and between Grupo Industrial Santa Engracia, S.A.
de C.V. and The Coca-Cola Export Corporation, Mexico Branch (21)
10.62 Rural Property Lease Agreement between Ejido "Laguna del Mante,"
Municipio de Ciudad Valles, Estado de San Luis Potosi, and "Grupo
Industrial Santa Engracia," S.A. de C.V., dated December, 2002 (22)
10.63 Agreement for the Ejido land transfer between Eijdo "Laguna del
Mante," Municipio de Ciudad Valles, Estado de San Luis Potosi, and
"Grupo Industrial Santa Engracia," S.A. de C.V., dated December,
2002 (22)
10.64 Employment Agreement by and among The UniMark Group, Inc. and
Ricardo Arturo Herrera Barre dated as of August 28, 2003 (23)
10.65 Purchase Agreement between The UniMark Group, Inc., UniMark Foods,
Inc., Industrias Citricolas de Montemorelos, S.A. de C.V. and Del
Monte Corporation dated as of August 30, 2004 (24)
10.66 Stock Purchase, Debt Acknowledgement, Mortgage and Termination
Obligations Agreement between National Financiera, S.N.C. in its
Capacity as Financial Trust Institution Capitalization and
Investment Fund for the Rural Sector, Sierra Ranchos, S.A. De C.V.,
The UniMark Group, Inc. and Grupo Industrial Santa Engracia, S.A. De
C.V. dated as of August 4, 2004 (25)
61
10.67 Stock Option Agreement by and among The UniMark Group, Inc. and
Jakes Jordaan dated as of October 1, 2004 , with Notice of
Assignment (25)
21 Subsidiaries of the Registrant (11) (16)
23 Consent of Mancera, S.C., Member Practice of Ernst & Young Global
(25)
31.1 Certification of Chief Executive Officer Pursuant to Section to
Section 302 of the Sarbanes-Oxley Act of 2002 (25)
31.2 Certification of Chief Financial Officer Pursuant to Section to
Section 302 of the Sarbanes-Oxley Act of 2002 (25)
31.3 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section to Section 906 of the Sarbanes-Oxley Act of 2002
(25)
- ----------------
(1) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form SB-2, as amended, SEC Registration No. 33-78352-D.
(2) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994.
(3) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-QSB for the fiscal quarter ended September 30, 1995.
(4) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated January 16, 1995.
(5) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1995.
(6) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated May 10, 1996.
(7) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-1, as amended, SEC Registration No. 333-3539.
(8) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1996.
(9) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996.
(10) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1997.
(11) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1997.
(12) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated February 18, 1998.
(13) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1998.
(14) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10Q for the fiscal quarter ended June 30, 1999.
(15) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
(16) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 30, 2000.
(17) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-1, as amended, SEC Registration No. 333-60130 dated May 18,
2001.
(18) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2001.
(19) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2002.
(20) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated April 16, 2003.
(21) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated April 16, 2003.
(22) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2002.
(23) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003.
(24) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated September 1, 2004.
(25) Filed herewith.
62
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By: /s/ Jakes Jordaan
--------------------------
Jakes Jordaan
President and Chief Executive Officer
Dated: February 23, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report was signed below by the following persons on behalf of the registrant and
in the capacities and on the dates stated:
SIGNATURE TITLE DATE
- -------------------- -------------------------------------------- -----------------
/s/ Jakes Jordaan President , Chief Executive Officer February 23, 2005
- --------------------
Jakes Jordaan and Director (Principal Executive Officer)
/s/ David E. Ziegler Chief Financial Officer (Principal February 23, 2005
- --------------------
David E. Ziegler Financial and Accounting Officer)
/s/ Robert Bobb Chairman February 23, 2005
- --------------------
Robert Bobb
/s/ Joe McInerney Director February 23, 2005
- --------------------
Joe McInerney
63
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Articles of Incorporation of The UniMark Group, Inc., as amended (1)
3.2 Amended and Restated Bylaws of The UniMark Group, Inc. (1)
3.3 Articles of Exchange of The UniMark Group, Inc.(1)
4.1 Specimen Stock Certificate (1)
10.1 The UniMark Group, Inc. 1994 Employee Stock Option Plan (1)
10.2 The UniMark Group, Inc. 1994 Stock Option Plan for Directors (1)
10.3 Stock Exchange Agreement between The UniMark Group, Inc. and the
stockholders of Industrias Citricolas de Montemorelos, S.A. de
C.V.(1)
10.4 Citrus Grove Lease Agreement (1)
10.5 Asset Operating Agreement between the Registrant and Industrias
Horticolas de Montemorelos, S.A. de C.V. (2)
10.6 Lease agreement among Hector Gerardo Castagne Maitret, Carlos
Courturier Arellano, Mauro Alberto Salazar Rangel, Miguel Angel
Salazar Rangel, Alejandrina Trevino Garcia, Gerardo Trevino Garcia,
Jorge Maitret and Industrias Citricolas de Montemorelos, S.A. de
C.V.(2)
10.7 Contract of Purchase and Sale between Empacadora Tropifrescos,
Sociedad Anonima de Capital Variable and Industrias Citricolas de
Montemorelos, S.A. de C.V. (2)
10.8 Lease Agreement between Industrias Citricolas de Montemorelos, S.A.
de C.V. and Valpak, S.A. de C.V. dated July 1, 1995(3)
10.9 Asset Operating Agreement between Industrial Citricolas de
Montemorelos, S.A. de C.V. and Empacadora de Naranjas Azteca, S.A.
de C.V. dated July 1, 1995(3)
10.10 Contract for Operation, Administration, and Purchase and Sale of
Fruit between Industrial Citricolas de Montemorelos, S.A. de C.V.
and Mr. Jorge Croda Manica ("Las Tunas") dated July 1, 1995(3)
10.11 Lease Contract between Industrial Citricolas de Montemorelos, S.A.
de C.V. and Mr. Mauro Alberto Salazar Rangel and Mr. Miguel Angel
Salazar Rangel ("Huerta Loma Bonita") dated 1995(3)
10.12 Unilateral Recognition of Indebtedness and Granting of Revolving
Collateral between Industrial Citricolas de Montemorelos, S.A. de
C.V. and Rabobank Curacao N.V. dated September 20, 1995(3)
10.13 Amended and Restated Stock Purchase Agreement among The UniMark
Group, Inc., 9029-4315 Quebec Inc., Michel Baribeau and Gestion
Michel Baribeau Inc. dated January 3, 1996(4)
10.14 Lease Agreement between Loma Bonita Partners and UniMark Foods, Inc.
dated November 28, 1995(3)
10.15 Lease Agreement between The UniMark Group, Inc. and Grosnez Partners
dated January 1, 1996(3)
10.16 Rural Property Sublease Agreement between Industrial Citricolas de
Montemorelos, S.A. de C.V. and Lorenzo Uruiza Lopez dated October
23, 1995(3)
10.17 Purchase Agreement between Industrial Citricolas de Montemorelos,
S.A. de C.V. and Jose Enrique Alfonso Perez Rodriquez dated October
23, 1995(3)
10.18 Stock Purchase Agreement between The UniMark Group, Inc. and the
stockholders of Grupo Industrial Santa Engracia dated April 30,
1996(6)
10.19 Stock Purchase Agreement between The UniMark Group, Inc., UniMark
Foods, Inc., Sam Perricone Children's Trust 1972, Sam Perricone and
Mark Strongin dated May 9, 1996(6)
10.20 Employment Agreement by and between Grupo Industrial Santa Engracia,
S.A. de C.V. and Ing Jose Ma. Martinez Brohez dated as of May 9,
1996(7)
10.21 Lease Agreement by and among Ralphs Grocery Company, Simply Fresh
Fruit, Inc. and Davalon Sales, Inc. dated as of March 1, 1994(7)
10.22 Revolving Credit Agreement by and among UniMark Foods, Inc., The
UniMark Group, Inc., UniMark International, Inc., Simply Fresh
Fruit, Inc. and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
dated February 12, 1997. (9)
10.23 Supply Contract between The Coca-Cola Export Corporation and Grupo
Industrial Santa Engracia, S.A. de C.V. dated October 7, 1996. (9)
10.24 Loan Agreement made between Industrias Citricolas de Montemorelos,
S.A. de C.V., Grupo Industrial Santa Engracia, S.A. de C.V.,
Agromark, S.A. de C.V., as borrowers; The UniMark Group, Inc., as
guarantor, and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
"Rabobank Nederland", as lender, dated May 29, 1997. (10)
10.25 Revolving Loan Agreement with Security Interest by and between
Industrias Citricolas de Montemorelos, S.A. de C.V., as borrower,
Grupo Industrial Santa Engracia, S.A. de C.V. "Gise," Agromark, S.A.
de C.V. "Agromark," and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A. "Rabobank Nederland" New York Branch dated April 10, 1997. (10)
10.26 Revolving Loan Agreement with Security Interest by and between Grupo
Industrial Santa Engracia, S.A. de C.V. "Gise," as borrower,
Industrias Citricolas de Montemorelos, S.A. de C.V. "Icmosa,"
Agromark, S.A. de C.V. "Agromark," and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. "Rabobank Nederland" New York Branch
dated April 10, 1997. (10)
10.27 First Amendment to Revolving Credit Agreement by and among UniMark
Foods, Inc., the borrower, and The UniMark Group, Inc., UniMark
International, Inc., Simply Fresh Fruit, Inc., the guarantors, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland," New York Branch dated October 7, 1997. (10)
10.28 Second Amendment to Revolving Credit Agreement by and among UniMark
Foods, Inc., the borrower, and The UniMark Group, Inc., UniMark
International, Inc., Simply Fresh Fruit, Inc., the guarantors, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland," New York Branch dated November 12, 1997. (10)
10.29 Third Amendment to Revolving Credit Agreement by and among UniMark
Foods, Inc., the borrower, and The UniMark Group, Inc., UniMark
International, Inc., Simply Fresh Fruit, Inc., the guarantors, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland," New York Branch dated May 22, 1998. (14)
10.30 Fourth Amendment to Revolving Credit Agreement by and among UniMark
Foods, Inc., the borrower, and The UniMark Group, Inc., UniMark
International, Inc., Simply Fresh Fruit, Inc., the guarantors, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland," New York Branch dated December 31, 1998. (14)
10.31 Letter given by Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch to UniMark Foods, Inc.,
the borrower, and The UniMark Group, Inc., UniMark International,
Inc., Simply Fresh Fruit, Inc., the guarantors, and Industrias
Citricolas de Montemorelos, S.A. de C.V., Grupo Industrial Santa
Engracia, S.A. de C.V., and Agromark, S.A. de C.V. regarding the
renewal of financing. (14)
10.32 Articles of Association of Gisalamo, S.A. de C.V. (11)
10.33 Deposit, Operation, Exploitation and Stock Purchase Option Agreement
by and among The UniMark Group, Inc. and Mr. Francisco Domenech
Tarrago and Mr. Francisco Domenech Perusquia dated December 17, 1996
(11)
10.34 Gratuitous Loan Agreement by and among Gisalamo, S.A. de C.V. and
Frutalamo, S.A. de C.V. dated December 17, 1996 (11)
10.35 Non-Competition Agreement by and among The UniMark Group, Inc. and
Jorn Budde dated February 18, 1998 (12)
10.36 Supply Agreement between the Coca-Cola Export Corporation and Grupo
Industrial Santa Engracia, S.A. de C.V. dated April 2, 1998 (13)
10.37 Fifth Amendment to Revolving Credit Agreement by and among UniMark
Foods, Inc., the borrower, and The UniMark Group, Inc., UniMark
International, Inc., Simply Fresh Fruit, Inc., the guarantors, and
Cooperative Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland," New York Branch dated May 17, 1999 (14)
10.38 The UniMark Group, Inc. 1999 Stock Option Plan (14)
10.39 Employment Agreement by and among The UniMark Group, Inc. and
Charles Horne dated as of March 31, 1999 (14)
10.40 Employment Agreement by and among The UniMark Group, Inc. and Roman
Shumny dated as of November 20, 1998 (14)
10.41 Sixth Amendment to Revolving Credit Agreement by and among UniMark
Foods, Inc., the borrower, and The UniMark Group, Inc. UniMark
International, Inc. Simply Fresh Fruit, Inc.,
the guarantors, and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch dated January 3, 2000
(15)
10.42 Seventh Amendment to Revolving Credit Agreement by and among UniMark
Foods, Inc., the borrower, and The UniMark Group, Inc. UniMark
International, Inc. Simply Fresh Fruit, Inc., the guarantors, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
Nederland," New York Branch dated March 1, 2000 (15)
10.43 Standby Funding Commitment by and among The UniMark Group, Inc. and
Promecap, S.C. dated April 17, 2000 (15)
10.44 Stock Purchase Agreement dated as of October 11, 1999, by and among
The UniMark Group, Inc. and Francois Gravil - Guy Picard in trust
for a company to be owned and operated by Francois Gravil and Guy
Picard, for all the issued and outstanding capital stock of Les
Produits Deli-Bon Inc. (17)
10.45 Asset Purchase Agreement dated October 18, 1999 by and among SFFI
Company, Inc., Sam Perricone, as guarantor, Sam Perricone Children's
Trust - 1972, The UniMark Group, Inc. and Simply Fresh Fruit, Inc.
(17)
10.46 Asset Purchase Agreement dated as of August 25, 2000 by and among
Del Monte Corporation, UniMark Foods, Inc. and The UniMark Group,
Inc. (17)
10.47 Promissory Note for $1,800,000 by and among The UniMark Group, Inc.
and M&M Nominee, L.L.C., 12%, due July 31, 2001 (17)
10.48 Fifth Amendment to the Revolving Loan Agreement with Security
Interest by and Among Industrial Santa Engracia, S.A. de C.V. as
Borrower, Industrias Citricolas de Montemorelos, S.A. de C.V. and
AgroMark S.A. de C.V., as Guarantors, The UniMark Group, Inc., as
Guarantor and Pledgor, Mr. Rafael Vaquero Bazan and Mr. Jose Maria
Brohez, as Pledgors, and Cooperatieve Centrale-Raiffeissen
Boerenleenbank B.A. ,as lender,dated as of September 1, 2000 (17)
10.49 Sixth Amendment to the Revolving Loan Agreement with Security
Interest by and Among Grupo Industrial Santa Engracia, S.A. de C.V.
as Borrower, Industrias Citricolas de Montemorelos, S.A. de C.V. and
AgroMark S.A. de C.V., as Guarantors, The UniMark Group, Inc., as
Guarantor and Pledgor, Mr. Rafael Vaquero Bazan and Mr. Jose Maria
Brohez, as Pledgors, and Cooperatieve Centrale-Raiffeissen
Boerenleenbank B.A.,as lender dated as of January 1, 2001 (17)
10.50 Modifying Agreement to Supply Agreement between The Coca-Cola Export
Corporation and Grupo Industrial Santa Engracia, S.A. de C.V. dated
as of January 15, 2001 (18)
10.51 Promissory Note for $100,000 by and among The UniMark Group, Inc.
and M&M Nominee, LLP, 10%, due June 10, 2003 (19)
10.52 Promissory Note for $125,000 by and among The UniMark Group, Inc.
and M&M Nominee, LLC, 10%, due July 9, 2003 (19)
10.53 Guaranty Agreement dated as of January 10, 2003, executed by Grupo
Industrial Santa Engracia, S.A. de C.V. in favor of M&M Nominee, LLC
(19)
10.54 Promissory Note for $200,000 by and among The UniMark Group, Inc.
and M&M Nominee, LLP, 10%, due April 30, 2003 (22)
10.55 Guaranty Agreement dated as of January 24, 2003, executed by
Industrias Citricolas de Montemorelos, S.A. de C.V. in favor of M&M
Nominee, LLC (22)
10.56 Promissory Note for $110,000 by and among The UniMark Group, Inc.
and M&M Nominee, LLP, 10%, due July 9, 2003 (22)
10.57 Guaranty Agreement dated as of February 11, 2003, executed by Grupo
Industrial Santa Engracia, S.A. de C.V. in favor of M&M Nominee, LLC
(22)
10.58 Promissory Note for $125,000 by and among The UniMark Group, Inc.
and M&M Nominee, LLC, 10%, due July 9, 2003 (22)
10.59 Guaranty Agreement dated as of March 6, 2003, executed by Grupo
Industrial Santa Engracia, S.A. de C.V. in favor of M&M Nominee, LLC
(22)
10.60 Agreement for the Termination of the Supply Agreement and its
Corresponding Amendments dated April 11, 2003, by and between Grupo
Industrial Santa Engracia, S.A. de C.V. and The Coca-Cola Export
Corporation, Mexico Branch (20)
10.61 Agreement for the Termination of the Processing Agreement dated
April 11, 2003, by and between Grupo Industrial Santa Engracia, S.A.
de C.V. and The Coca-Cola Export Corporation, Mexico Branch (21)
10.62 Rural Property Lease Agreement between Ejido "Laguna del Mante,"
Municipio de Ciudad Valles, Estado de San Luis Potosi, and "Grupo
Industrial Santa Engracia," S.A. de C.V., dated December, 2002 (22)
10.63 Agreement for the Ejido land transfer between Eijdo "Laguna del
Mante," Municipio de Ciudad Valles, Estado de San Luis Potosi, and
"Grupo Industrial Santa Engracia," S.A. de C.V., dated December,
2002 (22)
10.64 Employment Agreement by and among The UniMark Group, Inc. and
Ricardo Arturo Herrera Barre dated as of August 28, 2003 (23)
10.65 Purchase Agreement between The UniMark Group, Inc., UniMark Foods,
Inc., Industrias Citricolas de Montemorelos, S.A. de C.V. and Del
Monte Corporation dated as of August 30, 2004 (24)
10.66 Stock Purchase, Debt Acknowledgement, Mortgage and Termination
Obligations Agreement Between National Financiera, S.N.C. in its
Capacity as Financial Trust Institution Capitalization and Invest
Fund for the Rural Sector, Sierra Ranchos, S.A. De C.V., The UniMark
Group, Inc. and Grupo Industrial Santa Engracia, S.A. De C.V. dated
as of August 4, 2004 (25)
10.67 Stock Option Agreement by and among The UniMark Group, Inc. and
Jakes Jordaan dated as of October 1, 2004, with Notice of Assignment
(25)
21 Subsidiaries of the Registrant (11) (16)
23 Consent of Mancera, S.C., Member Practice of Ernst & Young Global
(25)
31.1 Certification of Chief Executive Officer Pursuant to Section to
Section 302 of the Sarbanes-Oxley Act of 2002 (25)
31.2 Certification of Chief Financial Officer Pursuant to Section to
Section 302 of the Sarbanes-Oxley Act of 2002 (25)
31.3 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section to Section 906 of the Sarbanes-Oxley Act of 2002
(25)
- ----------------
(1) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form SB-2, as amended, SEC Registration No. 33-78352-D.
(2) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994.
(3) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-QSB for the fiscal quarter ended September 30, 1995.
(4) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated January 16, 1995.
(5) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1995.
(6) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated May 10, 1996.
(7) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-1, as amended, SEC Registration No. 333-3539.
(8) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1996.
(9) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996.
(10) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1997.
(11) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1997.
(12) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated February 18, 1998.
(13) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1998.
(14) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10Q for the fiscal quarter ended June 30, 1999.
(15) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
(16) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 30, 2000.
(17) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-1, as amended, SEC Registration No. 333-60130 dated May 18,
2001.
(18) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2001.
(19) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2002.
(20) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated April 16, 2003.
(21) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated April 16, 2003.
(22) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2002.
(23) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003.
(24) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated September 1, 2004.
(25) Filed herewith.