UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2003
or
o 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: 0-12177
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BIONOVA HOLDING CORPORATION |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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75-2632242 |
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(State or other
jurisdiction |
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(I.R.S. Employer |
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9255 Customhouse Plaza, Suite I |
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92154 |
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(Address of principal executive offices) |
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(Zip Code) |
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(609) 744-8105 |
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(Registrant’s telephone number, including area code) |
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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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended).
Yes o No ý
As of August 13, 2003, 22,905,408 shares of common stock, par value $0.01 per share, of Bionova Holding Corporation were outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BIONOVA HOLDING CORPORATION
CONSOLIDATED BALANCE SHEETS
Thousands of U.S. Dollars
(except share and per share amounts)
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June 30, |
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December
31, |
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ASSETS: |
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Current assets: |
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Cash and cash equivalents |
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$ |
6,231 |
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$ |
2,130 |
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Accounts receivable, net |
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21,181 |
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13,644 |
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Advances to growers, net |
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2,942 |
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3,313 |
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Inventories, net |
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9,616 |
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11,218 |
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Assets held for sale (see Note 5) |
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1,727 |
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1,727 |
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Other current assets |
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1,003 |
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1,575 |
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Total current assets |
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42,700 |
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33,607 |
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Property, plant and equipment, net |
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31,900 |
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34,150 |
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Patents and trademarks |
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1,097 |
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1,249 |
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Other assets |
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10,558 |
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11,828 |
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Total assets |
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$ |
86,255 |
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$ |
80,834 |
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LIABILITIES, MINORITY INTEREST, AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
20,112 |
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$ |
16,090 |
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Accounts due to related parties |
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102,228 |
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96,857 |
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Short-term bank loans |
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4,525 |
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9,818 |
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Total current liabilities |
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126,865 |
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122,765 |
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Long-term liabilities with third parties |
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1,872 |
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— |
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Total liabilities |
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128,737 |
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122,765 |
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Minority interest |
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447 |
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401 |
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Commitments and contingencies (see Note 8 and Note 12) |
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Stockholders’ equity (deficit): |
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Preferred stock, $0.01 par value, 5,000 shares authorized, 200 shares issued and outstanding at both June 30, 2003 and December 31, 2002, liquidation value of $10,000 per share |
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— |
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— |
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Common stock, $0.01 par value, 50,000,000 shares authorized, 22,905,408 and 23,588,031 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively |
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229 |
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229 |
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Additional paid-in capital |
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171,574 |
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171,574 |
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Accumulated deficit |
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(215,008 |
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(213,914 |
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Accumulated other comprehensive income (loss) |
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276 |
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(221 |
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Total stockholders’ equity (deficit) |
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(42,929 |
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(42,332 |
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Total liabilities, minority interest, and stockholders’ equity (deficit) |
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$ |
86,255 |
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$ |
80,834 |
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The accompanying notes are an integral part of these consolidated financial statements
2
BIONOVA HOLDING CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME AND LOSS
Thousands of U.S. Dollars
(except per share amounts)
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Three
Months Ended |
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Six Months
Ended |
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2003 |
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2002 |
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2003 |
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2002 |
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Total revenues |
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$ |
28,300 |
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$ |
43,805 |
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$ |
56,394 |
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$ |
90,254 |
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Cost of sales |
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24,948 |
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42,961 |
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50,909 |
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82,035 |
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Selling and administrative expenses |
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3,183 |
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4,157 |
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6,395 |
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8,081 |
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Research and development expenses |
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— |
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1,257 |
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— |
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2,086 |
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Amortization of goodwill, patents and trademarks |
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62 |
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125 |
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152 |
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250 |
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28,193 |
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48,500 |
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57,456 |
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92,452 |
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Operating income (loss) |
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107 |
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(4,695 |
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(1,062 |
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(2,198 |
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Interest expense |
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(2,320 |
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(2,427 |
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(4,747 |
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(4,693 |
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Interest income |
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690 |
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299 |
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977 |
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621 |
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Exchange gain (loss), net |
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(10 |
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208 |
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— |
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341 |
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Other non-operating income (expense), net |
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5,764 |
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(442 |
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5,117 |
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(70 |
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4,124 |
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(2,362 |
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1,347 |
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(3,801 |
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Income (loss) before income taxes |
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4,231 |
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(7,057 |
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285 |
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(5,999 |
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Income tax expense |
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1,232 |
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488 |
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1,333 |
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681 |
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Income (loss) before minority interest |
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2,999 |
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(7,545 |
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(1,048 |
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(6,680 |
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Minority interest in net loss (profit) of subsidiaries, net |
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(55 |
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(57 |
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(46 |
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(145 |
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Net income (loss) |
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2,944 |
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(7,602 |
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(1,094 |
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(6,825 |
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Other comprehensive income (expense) net of tax: | ||||||||||||||