BIONOVA HOLDING
ANNOUNCES 2000 FIRST QUARTER RESULTS,
RECENT
DEVELOPMENTS ON FINANCING, AND
PLANS TO
RESTRUCTURE THE BUSINESS
Oakland, California—May 2, 2000—Bionova Holding
Corporation (AMEX: BVA) announced today its first quarter financial results and
made a set of announcements relating to its financial position and business
restructuring.
For the quarter ended March 31, 2000, Bionova
Holding reported a net loss of $9.7 million, or $0.41 per share, as compared
with a loss of $4.9 million, or $0.21 per share in 1999. The Company stated that the primary reasons
for the large increase in the year-on-year loss were (1) a $2.2 million decline
in gross margin due to a 10% decline in average fresh produce prices associated
with the Company’s mix of products, a write down of inventories and receivables
arising from these price declines, and a decline in the revenues of the
technology business, and (2) an increase in
net interest expense (interest income less interest expense) of $2.4 million
due to increased loan balances and the higher interest rates the Company
incurred following the long-term financing arrangement concluded in the first
quarter of last year.
The decline in the Company’s
revenues from $58.3 million in the first quarter of 1999 to $57.3 million in
the first quarter of 2000 was primarily attributable to the decline in fresh
produce prices.
Long-term
Debt and Cash Availability
The Company stated that the entire amount of its
$100 million of Senior Guaranteed Floating Rate Notes, due March 2002, was
retired on April 13, 2000. Financing
for this early retirement of the notes was provided by Savia, S.A. de C.V., the
ultimate parent company of Bionova Holding.
Savia agreed to provide this $100 million of financing on terms no less
favorable than the terms of the Floating Rate Notes. Savia also agreed that Bionova Holding may defer all interest
payments until the final maturity date of March 23, 2002, and that Bionova
Holding will not be required to maintain any funds in an interest reserve
account. This interest deferral and the
immediate availability of the $6.5 million that had been held in a restricted,
interest reserve account associated with the Floating Rate Notes has benefited
Bionova Holding’s current cash position.
Bionova Holding will record a $2 million charge in the second quarter of
2000 to recognize the remaining balance of up front fees paid for the Floating
Rate Note facility that had not previously been amortized.
Rights
Offering
During the week of May 1 Bionova Holding will file with the SEC an amendment to the registration statement relating to its shareholder rights offering and will then await approval from the SEC to make this registration statement effective. Bionova Holding’s Board of Directors recently approved an extension of the expiration date for these rights to December 29, 2000.
Business
Restructuring
At the Company’s Board of Directors Meeting on May 1,
2000, the Board determined that it would be in the best interests of
shareholders to restructure the company and focus on some new technology
initiatives currently under development.
The Board expressed its belief that while the realization of the
technology opportunities may take a number of years before the Company
generates a profit, they offer the best potential returns for the Company and
its shareholders. The Board also
concluded that the Company’s fresh produce agricultural and distribution
operations are not a critical vehicle to generate and deliver the value from
its core technology to customers and consumers. Therefore, Company management was directed to aggressively
develop and pursue alternatives for the fresh produce business, including the
possible divestiture of parts or all of this business segment. To this end the Company recently engaged the
services of PricewaterhouseCoopers’ Financial Advisory Services Group to assist
in the execution of its restructuring plan.
Savia has indicated that it may be interested in acquiring the fresh produce business from Bionova Holding and in re-capitalizing a portion of the Company’s debt. To assist in these negotiations the Board of Directors formed a Special Committee of independent directors to review proposals and oversee the negotiations with Savia and other prospective buyers. This Special Committee is in the process of retaining an investment banker and legal counsel to support it in these activities.
Management
Appointment
The Board has appointed Mr. Eugenio Najera to serve as the interim head of the Company’s fresh produce business through the forthcoming re-structuring period. Mr. Najera currently is a director of Bionova Holding and brings with him over 25 years of experience as a senior executive of consumer products and agricultural businesses in Mexico. Mr. Jorge Fenyvesi, Executive Vice President for Technology, will continue to be in charge of the Company’s technology operation and will focus his efforts on emerging technology initiatives.
Bionova Holding Corporation is a leading biotechnology
company focused on using its proprietary genetic engineering and plant science
technologies to develop and improve the quality and agronomic traits of fruits
and vegetables. Through its fresh
produce growers and distribution companies, Bionova Holding is known for its
premium Master’s Touchâ and FreshWorld Farmsâ brands. Bionova Holding and
its subsidiaries have strategic
alliances and licensing agreements with some of the world’s leading
agricultural companies, with its affiliates, including Seminis Vegetable Seeds,
Inc., with value-added producers and marketers, and with biotechnology research
groups. Bionova Holding Corporation is
majority owned by Mexico’s SAVIA, S.A. de C.V. (NYSE: VAI), whose subsidiaries
include the world’s biggest vegetable seed company.
All
statements in this press release other than statements of historical facts are
“forward-looking” statements, including without limitation statements regarding
the Company’s financial position, business strategy, plans and objectives of
management, and industry conditions.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to be correct.
The following factors, among others, may affect the Company’s actual
results and could cause such results to differ materially from those expressed
in any forward-looking statements made by or on behalf of the Company:
competitive factors, agribusiness risks, governmental and economic risks
associated with foreign operations, public acceptance of genetically-engineered
products, commercial success of new products, proprietary protection of and
advances in technology, possible need for additional financing, as well as the
ability of the Company to successfully integrate recent acquisitions and its
management information systems and controls.
Further information on the factors that could affect the Company’s
financial results is contained in the Company’s Form 10-K for the year ended
December 31, 1999 which has been filed with the Securities and Exchange
Commission.
BIONOVA
HOLDING CORPORATION
UNAUDITED
CONSOLIDATED STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME AND LOSS
Thousands
of U.S. Dollars
(except
per share amounts)
|
|
Three Months Ended March 31, |
||
|
|
2000 |
|
1999 |
|
|
|
|
|
|
Total
revenues ……………………………………... |
$
57,254) |
|
$
58,348) |
|
|
|
|
|
|
Cost of
sales ……………………………………….. |
54,710) |
|
53,592) |
|
Selling and
administrative expenses ………………. |
6,301) |
|
6,056) |
|
Research
and development expenses ……………… |
1,538) |
|
1,507) |
|
Amortization
of goodwill, patents and trademarks ... |
851) |
|
804) |
|
|
63,400) |
|
61,959) |
|
|
|
|
|
|
Operating
income (loss) …………………………… |
(6,146) |
|
(3,611) |
|
|
|
|
|
|
Interest
expense ……………………………………. |
( 4,560) |
|
( 2,292) |
|
Interest
income …………………………………….. |
584) |
|
702) |
|
Exchange
gain (loss), net ………………………….. |
59) |
|
137) |
|
Other
non-operating income ………………………. |
(8) |
|
--)) |
|
|
(3,925) |
|
(1,453) |
|
|
|
|
|
|
Income
(loss) before income tax …………………... |
(10,071) |
|
(5,064) |
|
|
|
|
|
|
Income tax
benefit (expense) ……………………… |
(112) |
|
(169) |
|
|
|
|
|
|
Net income
(loss) before minority interest ………... |
(10,183) |
|
( 5,233) |
|
|
|
|
|
|
Minority
interest in net loss (income) of subsidiaries |
503) |
|
316) |
|
|
|
|
|
|
Net income
(loss) ………………………………….. |
( 9,680) |
|
( 4,917) |
|
|
|
|
|
|
Other
comprehensive income (expense) net of tax: |
|
|
|
|
Foreign currency translation
adjustments……….. |
7) |
|
( 4) |
|
|
|
|
|
|
Comprehensive
income (loss)………….………...… |
$
( 9,673) |
|
$
( 4,921) |
|
|
|
|
|
|
Net income
(loss) per share – basic and diluted….… |
$
( 0.41) |
|
$
( 0.21) |
|
|
|
|
|
|
Weighted
average number of common shares outstanding ………………………………………… |
23,588,031 |
|
23,588,031 |
This
schedule contains financial data extracted from the Company’s financial
statements at and for the three month period ended March 31, 2000, which will
be included in the Company’s Form 10-Q quarterly report for such period, which
will be filed on or before May 14, 2000 and is qualified in its entirety by
reference to such financial statements.