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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 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 0-12114
CADIZ INC.
(Exact name of registrant specified in its charter)
DELAWARE 77-0313235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 S. FIGUEROA STREET, SUITE 4250
LOS ANGELES, CALIFORNIA 90017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 271-1600
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 whether the Registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2).
Yes No X
--- ---
As of September 30, 2004, the Registrant had 6,612,674 shares of
common stock, par value $0.01 per share, outstanding.
CADIZ INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 Page
========================================================================
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CADIZ INC. CONSOLIDATED FINANCIAL STATEMENTS
Statement of Operations for the three months ended
September 30, 2003 and 2002. . . . . . . . . . . . . . . . . . .1
Statement of Operations for the nine months ended
September 30, 2003 and 2002. . . . . . . . . . . . . . . . . . .2
Balance Sheet as of September 30, 2003 and December 31, 2002. . 3
Statement of Cash Flows for the nine months ended
September 30, 2003 and 2002. . . . . . . . . . . . . . . . . . .4
Statement of Stockholders' Equity for the nine months
ended September 30, 2003. . . . . . . . . . . . . . . . . . . . 5
Notes to the Consolidated Financial Statements. . . . . . . . . 6
SUN WORLD INTERNATIONAL, INC. CONSOLIDATED FINANCIALSTATEMENTS
Statement of Operations for the three months ended September
30, 2003 and 2002. . . . . . . . . . . . . . . . . . . . . . . .19
Statement of Operations for the nine months ended September
30, 2003 and 2002. . . . . . . . . . . . . . . . . . . . . . . .20
Balance Sheet as of September 30, 2003 and December 31, 2002. . 21
Statement of Cash Flows for the nine months ended September
30, 2003 and 2002. . . . . . . . . . . . . . . . . . . . . . . .22
Statement of Stockholder's Equity for the nine months ended
September 30, 2003. . . . . . . . . . . . . . . . . . . . . . . 23
Notes to the Consolidated Financial Statements. . . . . . . . . 24
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . .28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 37
ITEM 4. CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . .38
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . 38
CADIZ INC.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
- -------------------------------------------------------------------------
FOR THE THREE MONTHS
ENDED SEPTEMBER 30,
($ IN THOUSANDS EXCEPT PER SHARE DATA) 2003 2002
- -------------------------------------------------------------------------
Revenues $ 19 $ 64,280
--------- ---------
Costs and expenses:
Cost of sales 174 47,460
General and administrative 1,378 4,029
Removal of underperforming crops - 4,137
Depreciation and amortization 133 3,793
--------- ---------
Total costs and expenses 1,685 59,419
--------- ---------
Operating profit (loss) (1,666) 4,861
Interest expense, net 820 5,390
--------- ---------
Net loss before income taxes (2,486) (529)
Income tax benefit - (106)
--------- ---------
Net loss (2,486) (423)
Less: Preferred stock dividends 281 281
Imputed dividend on preferred stock 246 246
--------- ---------
Net loss applicable to common stock $ (3,013) $ (950)
========= =========
Basic and diluted net loss per common share $ (1.32) $ (0.65)
========= =========
Basic and diluted weighted average shares
outstanding 2,290 1,455
========= =========
See accompanying notes to the consolidated financial statements.
Page 1
CADIZ INC.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
- -------------------------------------------------------------------------
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
($ IN THOUSANDS EXCEPT PER SHARE DATA) 2003 2002
- -------------------------------------------------------------------------
Revenues $ 3,162 $ 95,093
--------- ---------
Costs and expenses:
Cost of sales 2,903 70,561
General and administrative 3,758 11,499
Write off of investment in subsidiary 195 -
Reorganization costs 655 -
Removal of underperforming crops - 4,137
Depreciation and amortization 612 6,248
--------- ---------
Total costs and expenses 8,123 92,445
--------- ---------
Operating profit (loss) (4,961) 2,648
Interest expense, net 3,592 15,858
--------- ---------
Net loss before income taxes (8,553) (13,210)
Income tax (benefit) expense - (80)
--------- ---------
Net loss (8,553) (13,130)
Less: Preferred stock dividends 844 844
Imputed dividend on preferred stock 738 738
--------- ---------
Net loss applicable to common stock $ (10,135) $ (14,712)
========= =========
Basic and diluted net loss per common share $ (4.85) $ (10.15)
========= =========
Basic and diluted weighted average shares
outstanding 2,091 1,450
========= =========
See accompanying notes to the consolidated financial statements.
Page 2
CADIZ INC.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
- -------------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
($ IN THOUSANDS) 2003 2002
- -------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 284 $ 3,229
Accounts receivable, net - 6,732
Note receivable from officer - 1,022
Inventories - 13,513
Prepaid expenses and other 361 1,166
--------- ---------
Total current assets 645 25,662
Property, plant, equipment and water
programs, net 39,641 154,928
Goodwill 3,813 3,813
Other assets - 7,480
--------- ---------
$ 44,099 $ 191,883
========= =========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,061 $ 7,394
Accrued liabilities 3,667 6,816
Revolving credit facility - 4,400
Notes payable and long-term debt, current
portion 35,228 41,019
--------- ---------
Total current liabilities 39,956 59,629
Long-term debt - 115,447
Deferred income taxes - 5,447
Other liabilities 613 1,539
Commitments and contingencies
Series D redeemable convertible
preferred stock - $0.01 par value:
5,000 shares authorized, shares issued
and outstanding - 5,000 at September
30, 2003 and December 31, 2002 4,756 4,536
Series E-1 and Series E-2 redeemable
convertible preferred stock - $.01
par value:
7,500 total shares authorized; shares
issued and outstanding - 7,500 at
September 30, 2003 and December 31, 2002 6,924 6,406
Stockholders' equity:
Common stock - $0.01 par value; 70,000,000
shares authorized; shares issued and
outstanding - 2,280,686 at September 30,
2003 and 1,458,659 at December 31, 2002 23 15
Additional paid-in capital 157,667 156,151
Accumulated deficit (165,840) (157,287)
--------- ---------
Total stockholders' deficit (8,150) (1,121)
--------- ---------
$ 44,099 $ 191,883
========= =========
See accompanying notes to the consolidated financial statements.
Page 3
CADIZ INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
- -------------------------------------------------------------------------
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
($ IN THOUSANDS) 2003 2002
- -------------------------------------------------------------------------
Cash flows from operating activities:
Net loss $ (8,553) $ (13,130)
Adjustments to reconcile net loss to
net cash used for operating activities:
Depreciation and amortization 1,212 10,493
Write off of investment in subsidiary 195 -
Loss (gain) on disposal of assets 43 (61)
Removal of underperforming crops - 4,138
Shares issued for services 120 -
Shares of KADCO stock earned for services - (938)
Compensation charge for deferred
stock units 131 452
Settlement of loan to officer 850 -
Accrued interest on loan to officer (9) -
Changes in operating assets and
liabilities:
(Increase) decrease in accounts
receivable 1,488 (7,551)
Increase in inventories (3,043) (3,990)
(Increase) decrease in prepaid
expenses and other (225) (520)
Increase in accounts payable 1,597 1,437
Increase in accrued liabilities 2,549 5,059
Increase in other liabilities - 26
--------- ---------
Net cash used for operating activities (3,645) (4,585)
--------- ---------
Cash flows from investing activities:
Disposal of subsidiary (1,019) -
Additions to property, plant and equipment (140) (567)
Additions to water programs - (693)
Additions to developing crops (227) (1,803)
Payment of loan to officer 181 -
Proceeds from disposal of property, plant
and equipment - 111
(Increase) decrease in other assets (103) (631)
--------- ---------
Net cash used for investing activities (1,308) (3,583)
--------- ---------
Cash flows from financing activities:
Net proceeds from issuance of stock 1,680 772
Proceeds from issuance of long-term debt 135 -
Proceeds from convertible note payable 200 -
Net proceeds from short-term debt - 10,000
Principal payments on long-term debt (7) (595)
Decrease in bank overdraft - (410)
--------- ---------
Net cash provided by financing activities 2,008 9,767
--------- ---------
Net increase (decrease) in cash and cash
equivalents (2,945) 1,599
Cash and cash equivalents, beginning
of period 3,229 1,458
--------- ---------
Cash and cash equivalents, end of period $ 284 $ 3,057
========= =========
See accompanying notes to the consolidated financial statements.
Page 4
CADIZ INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
- --------------------------------------------------------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
($ IN THOUSANDS)
- --------------------------------------------------------------------------------
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
Balance as of
December 31, 2002 1,458,659 $ 15 $ 156,151 $(157,287) $ (1,121)
Exchange of deferred
stock units for
common stock 26,027 - 1,054 - 1,054
Issuance of common
stock for cash 672,000 7 1,673 - 1,680
Issuance of stock with
notes payable 8,000 - 32 - 32
Issuance of common
stock for services 116,000 1 249 - 250
Beneficial conversion
of note payable - - 90 - 90
Preferred stock dividend - - (844) - (844)
Imputed dividend from
warrants and deferred
beneficial conversion
feature - - (738) - (738)
Net loss - - - (8,553) (8,553)
--------- ------ --------- --------- --------
Balance as of
September 30, 2003 2,280,686 $ 23 $ 157,667 $(165,840) $ (8,150)
========= ====== ========= ========= ========
See accompanying notes to the consolidated financial statements.
Page 5
CADIZ INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
==============================================
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
GENERAL
The Consolidated Financial Statements have been prepared by
Cadiz Inc., sometimes referred to as "Cadiz" or "the Company",
without audit and should be read in conjunction with the
Consolidated Financial Statements and notes thereto included in
the Company's Form 10-K for the year ended December 31, 2002. On
January 30, 2003, Sun World filed voluntary petitions under
Chapter 11 of the Bankruptcy Code. See "General Development of
Business", in the Company's Form 10-K for the year ended December
31, 2002. Since the filing date, Sun World has operated its
business and managed its affairs as debtor and debtor in
possession. As of that date due to the Company's loss of control
over the operations of Sun World, the financial statements of Sun
World are no longer consolidated with those of Cadiz, but
instead, Cadiz is accounting for its investment in Sun World on
the cost basis of accounting. At January 31, 2003, Cadiz had a net
investment in Sun World of approximately $195 thousand consisting
of loans and amounts due from Sun World of $13,500,000 less losses
in excess of investment in Sun World of $13,305,000. The Company
wrote off its net investment in Sun World of $195 thousand at the
Chapter 11 filing date because it does not anticipate being able
to recover its investment. The foregoing Consolidated Financial
Statements include the accounts of the Company and, until January
30, 2003, those of its then wholly-owned subsidiary, Sun World
International, Inc. and its subsidiaries collectively referred to
as "Sun World", and contain all adjustments, consisting only of
normal recurring adjustments, which the Company considers necessary
for a fair presentation. Certain reclassifications have been made
to the prior period to conform to the current period presentation.
The unaudited consolidated financial information furnished
herein has been prepared in accordance with generally accepted
accounting principles and reflects all adjustments, consisting
only of normal recurring adjustments, which in the opinion of
management, are necessary to fairly state the Company's financial
position, the results of its operations and its cash flows for
the periods presented.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and the accompanying notes. Actual
results could differ from those estimates and such differences
may be material to the financial statements. This quarterly
report on Form 10-Q should be read in conjunction with the
Company's Form 10-K for the year ended December 31, 2002. The
results of operations for the three and nine months ended
September 30, 2003 are not necessarily indicative of results for
the entire fiscal year ending December 31, 2003.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been
prepared using accounting principles applicable to a going
concern, which assumes realization of assets and settlement of
liabilities in the normal course of business. The Company
incurred losses of $8.6 million for the nine months ended
September 30, 2003 and $22.2 million for the year ended December
31,
Page 6
2002, The Company had a working capital deficit of $39.3
million and $34.0 million at September 30, 2003 and December 31,
2002, and used cash in operations of $3.6 million for the nine
months ended September 30, 2003 and $10.1 million for the year
ended December 31, 2002. In addition, Sun World filed for
reorganization under Chapter 11 of the Bankruptcy Code. The
financial statements of the Company do not purport to reflect or
to provide for all of the consequences of an ongoing Chapter 11
reorganization. Specifically, but not all-inclusive, the
financial statements of the Company do not present: (a) the
realizable value of assets on a liquidation basis or the
availability of such assets to satisfy liabilities, (b) the
amount which will ultimately be paid to settle liabilities and
contingencies which may be allowed in the Chapter 11
reorganization, or (c) the effect of changes which may be made
resulting from a Plan of Reorganization. The appropriateness of
using the going-concern basis is dependent upon, among other
things, confirmation of a Plan of Reorganization, future
profitable operations, the ability to comply with provisions of
financing agreements and the ability to generate sufficient cash
from operations to meet obligations.
During the quarter ended June 30, 2003, the Company raised
$1.7 million cash and during the quarter ended December 31, 2003,
$8.6 million cash through private sales of common stock. Based on
current forecasts, the Company believes it has sufficient
resources to fund normal operations until May 2005. There is
no assurance that additional financing (public or private) will
be available on acceptable terms or at all. If the Company issues
additional equity securities to raise funds, the ownership
percentage of the Company's existing stockholders would be reduced.
New investors may demand rights, preferences or privileges senior
to those of existing holders of common stock. If the Company cannot
raise needed funds, it might be forced to make further
substantial reductions in its operating expenses, which could
adversely affect its ability to implement its current business
plan and ultimately its viability as a company. These financial
statements do not include any adjustments that might result from
these uncertainties.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts
of the Company and those of Sun World until January 30, 2003, at
which date Sun World and certain of its subsidiaries (Sun Desert
Inc., Coachella Growers, and Sun World/Rayo) filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code. As
of that date due to the Company's loss of control over the
operations of Sun World, the financial statements of Sun World
are no longer consolidated with those of Cadiz, but instead,
Cadiz accounts for its investment in Sun World on the cost basis
of accounting. As a result of changing to the cost basis of accounting
on January 30, 2003, the Company had a net investment in Sun World of
$195,000 consisting of loans and other amounts due from Sun World
of $13,500,000 less losses in excess of investment in Sun World of
$13,305,000. The Company wrote off its net investment in Sun World
during the quarter ended March 31, 2003 because it does not
anticipate being able to recover its investment.
GOODWILL
As a result of a merger in May 1988 between two companies,
which eventually became
Page 7
known as Cadiz Inc., goodwill in the amount of $7,006,000 was recorded.
This amount was being amortized on a straight-line basis over thirty
years. Accumulated amortization was $3,193,000 at December 31, 2001.
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142, ("SFAS No.
142") "Goodwill and Other Intangible Assets". Under SFAS No. 142
goodwill and intangible assets deemed to have indefinite lives
are no longer amortized but will be subject to annual impairment
tests in accordance with the Statement. Upon adoption of SFAS
No. 142, effective at the beginning of fiscal 2002, the Company
performed a transitional fair value based impairment test and
determined that its goodwill was not impaired. Goodwill will be
tested for impairment annually in the first quarter, or earlier
if events occur which require an impairment analysis be
performed. As a result of the actions taken by Metropolitan in
the fourth quarter of 2002 as described in Cadiz' Annual Report
on Form 10-K for the year ended December 31, 2002, the Company,
with the assistance of an independent valuation firm, performed
an impairment test of its goodwill and determined that its
goodwill was not impaired. In addition, in the first quarter
of 2003, the Company, with the assistance of an independent
appraisal firm, performed its annual impairment test of goodwill
and determined its goodwill was not impaired.
INTANGIBLE AND OTHER LONG-LIVED ASSETS
Property, plant and equipment, intangible and certain other
long-lived assets are amortized over their useful lives. Useful
lives are based on management's estimates of the period that the
assets will generate revenue. Long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. As a
result of the actions taken by Metropolitan in the fourth quarter
of 2002 as described in Note 1 in Cadiz' Annual Report on Form 10-
K for the year ended December 31, 2002, the Company, with the
assistance of an independent valuation firm, evaluated the
carrying value of its water program and determined that the asset
was not impaired and that the costs will be recovered through the
ultimate sale or operation of the project.
STOCK-BASED COMPENSATION
As permitted under Statement of Financial Accounting
Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation", the Company has elected to follow Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" in accounting for its stock options and other stock-
based employee awards. Pro forma information regarding net loss
and loss per share, as calculated under the provisions of SFAS
123, are disclosed in the table below. The Company accounts for
equity securities issued to non-employees in accordance with the
provision of SFAS 123 and Emerging Issues Task Force 96-18.
Page 8
Had compensation cost for these plans been determined using
fair value the Company's net loss and net loss per common share
would have increased to the following pro forma amounts (dollars
in thousands):
THREE AND NINE MONTHS ENDED
SEPTEMBER 30,
2003 2002
THREE MONTHS NINE MONTHS THREE MONTHS NINE MONTHES
------------ ----------- ------------ -----------
Net loss applicable
to common stock:
As reported $ (3,013) $ (10,135) $ (950) $ (14,712)
Expense under
SFAS 123 (32) (106) (128) (624)
--------- --------- --------- ---------
Pro forma $ (3,045) $ (10,241) $ (1,078) $ (15,336)
========= ========= ========= =========
Net loss per
common share:
As reported $ (1.32) $ (4.85) $ (0.65) $ (10.15)
Expense under
SFAS 123 (0.01) (0.05) (0.09) (0.43)
--------- --------- --------- ---------
Pro forma $ (1.33) $ (4.90) $ (0.74) $ (10.58)
========= ========= ========= =========
See Note 2 to the Consolidated Financial Statements included
in the Company's Form 10-K for a discussion of the Company's
accounting policies.
NOTE 2 - INVENTORIES
- --------------------
Inventories consist of the following (dollars in thousands):
SEPTEMBER 30, DECEMBER 31,
2003 2002
---- ----
Growing crops $ - $ 10,702
Materials and supplies - 2,525
Harvested product - 286
--------- ---------
$ - $ 13,513
========= =========
NOTE 3 - PROPERTY, PLANT EQUIPMENT AND WATER PROGRAMS
- -----------------------------------------------------
Property, plant, equipment and water programs consist of the
following (in thousands):
SEPTEMBER 30, DECEMBER 31,
2003 2002
---- ----
Land $ 22,010 $ 66,372
Permanent crops 6,493 61,994
Developing crops 188 11,624
Page 9
Water programs 14,273 16,859
Buildings 1,408 22,620
Machinery and equipment 3,593 20,818
--------- ---------
47,965 200,287
Less accumulated depreciation (8,324) (45,359)
--------- ---------
$ 39,641 $ 154,928
========= =========
NOTE 4 - DEBT
- -------------
On July 7 and 8, 2003, ING, the lender of the Company's senior
$25 million revolving credit facility and $10 million term loan
recorded a series of Notices of Default and Election to Sell
under Deed of Trust in the office of the San Bernardino County
Recorder evidencing a foreclosure action by ING against the
property which was securing the Company's senior secured loans
with ING. ING had declared these senior secured loans, which
then had a maturity date of January 31, 2003, to be in default in
February 2003.
In December 2003, subsequent to the completion of the Company's
comprehensive financial restructuring which included a three year
extension of the Company's loans with ING (as further described
below), ING recorded Notices of Rescission in San Bernardino
County whereby ING rescinded, canceled and withdrew each such
Notice of Default and Election to Sell.
On December 15, 2003, the Company entered into an amendment
of its senior term loan and revolving credit facility to extend
the maturity date through March 31, 2005 and can obtain further
extensions through September 30, 2006, by maintaining sufficient
balances, among other conditions, in a cash collateral account
with the lender. Interest under the amended credit facilities is
payable semiannually at the Company's option in either cash at 8%
per annum, or in cash and paid in kind ("PIK"), at 4% per annum
for the cash portion and 8% per annum for the PIK portion. The
PIK portion will be added to the outstanding principal balance.
In April 1997, Sun World issued $115 million of Series A First
Mortgage Notes through a private placement. The notes have
subsequently been exchanged for Series B First Mortgage Notes,
which are registered under the Securities Act of 1933 and are
publicly traded. The First Mortgage Notes are secured by a first
lien (subject to certain permitted liens) on substantially all
of the assets of Sun World and its subsidiaries other than
growing crops, crop inventories and accounts receivable and
proceeds thereof, which secure the Revolving Credit Facility.
With the entering into the DIP Facility as described in Note 9
to the Company's filing on Form 10-K for the year ended
December 31, 2002, the note holders now have a second position
on substantially all of the Company's assets for so long as the
DIP Facility is outstanding. The First Mortgage Notes mature
April 15, 2004, but are redeemable at the option of Sun World, in
whole or in part, at any time prior to the maturity date. The
First Mortgage Notes include covenants that do not allow for
the payment of dividends by the Company other than out of
cumulative net income.
Page 10
The First Mortgage Notes are also secured by the guarantees
of Coachella Growers, Inc., Sun Desert, Inc., Sun World/Rayo, and
Sun World International de Mexico S.A. de C.V. (collectively, the
"Sun World Subsidiary Guarantors") and by Cadiz. Cadiz also
pledged all of the stock of Sun World as collateral for its
guarantee. The guarantees by the Sun World Subsidiary Guarantors
are full, unconditional, and joint and several. Sun World and the
Sun World Subsidiary Guarantors comprise all of the direct and
indirect subsidiaries of the Company other than inconsequential
subsidiaries.
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Condensed consolidating financial information for the nine
months ended September 30, 2003 and 2002 and for the three months
ended September 30, 2002 for the Company is as follows. Consolidating
balance sheet information at September 30, 2003 and consolidating
financial information for the three months ended September 30,
2003 is not presented as Sun World was deconsolidated effective
January 30, 2003 as further described in Note 1(in thousands):
CONSOLIDATING STATEMENT
OF OPERATIONS INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2003
CADIZ SUN WORLD ELIMINATIONS CONSOLIDATED
----- --------- ------------ ------------
Revenues $ 303 $ 3,005 $ (146) $ 3,162
--------- --------- --------- ---------
Costs and expenses:
Cost of sales 271 2,653 (21) 2,903
General and
administrative 3,176 707 (125) 3,758
Write off of
investment in
subsidiary 195 - - 195
Reorganization
costs - 655 - 655
Depreciation and
amortization 422 190 - 612
--------- --------- --------- ---------
Total costs and
expenses 4,064 4,205 (146) 8,123
--------- --------- --------- ---------
Operating profit
(loss) (3,761) (1,200) - (4,961)
Income (loss) from
subsidiary (2,469) - 2,469 -
Interest expense,
net 2,323 1,269 - 3,592
--------- --------- --------- ---------
Net income (loss) (8,553) (2,469) 2,469 (8,553)
Less: Preferred
stock
dividends 844 - - 844
Imputed
dividend on
preferred
stock 738 - - 738
--------- --------- --------- ---------
Net income (loss)
applicable to
common stock $ (10,135) $ (2,469) $ 2,469 $ (10,135)
========= ========= ========= =========
Page 11
CONSOLIDATING BALANCE SHEET INFORMATION
DECEMBER 31, 2002
CADIZ SUN WORLD ELIMINATIONS CONSOLIDATED
----- --------- ------------ ------------
ASSETS
Current assets:
Cash and cash
equivalents $ 189 $ 3,040 $ - $ 3,229
Accounts receivable,
net - 6,732 - 6,732
Net investment in
and advances and
loans to subsidiary 1,739 - (1,739) -
Note receivable
from officer 1,022 - - 1,022
Inventories - 13,638 (125) 13,513
Prepaid expenses
and other 323 843 - 1,166
--------- --------- --------- ---------
Total current
assets 3,273 24,253 (1,864) 25,662
Property, plant,
equipment and
water programs, net 40,076 114,852 - 154,928
Other assets 3,981 7,312 - 11,293
--------- --------- --------- ---------
$ 47,330 $ 146,417 $ (1,864) $ 191,883
========= ========= ========= =========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,142 $ 6,252 $ - $ 7,394
Accrued liabilities 987 5,829 - 6,816
Due to parent
company - 13,546 (13,546) -
Revolving credit
facility - 4,400 - 4,400
Notes payable and
long-term debt,
current portion 34,769 6,250 - 41,019
--------- --------- --------- ---------
Total current
liabilities 36,898 36,277 (13,546) 59,629
Long-term debt - 115,447 - 115,447
Deferred income
taxes - 5,447 - 5,447
Other liabilities 611 928 - 1,539
Series D redeemable
preferred stock 4,536 - - 4,536
Series E-1 and E-2
redeemable
preferred stock 6,406 - - 6,406
Stockholders' equity:
Common stock 15 - - 15
Additional paid-in
capital 156,151 38,508 (38,508) 156,151
Accumulated deficit (157,287) (50,190) 50,190 (157,287)
--------- --------- --------- ---------
Total stockholders'
(deficit) equity (1,121) (11,682) 11,682 (1,121)
--------- --------- --------- ---------
$ 47,330 $ 146,417 $ (1,864) $ 191,883
========= ========= ========= =========
Page 12
CONSOLIDATING STATEMENT OF
CASH FLOW INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2003
CADIZ SUN WORLD ELIMINATIONS CONSOLIDATED
----- --------- ------------ ------------
Net cash used for
operating
activities $ (1,942) $ (1,703) $ - $ (3,645)
--------- --------- --------- ---------
Cash flows from
investing activities:
Disposal of
subsidiary - (1,019) - (1,019)
Additions to
property, plant
and equipment - (140) - (140)
Additions to
developing crops (30) (197) - (227)
Payment of loan
to officer 181 - - 181
Decrease (increase)
in other assets 6 (109) - (103)
--------- --------- --------- ---------
Net cash provided by
(used for)
investing
activities 157 (1,465) - (1,308)
--------- --------- --------- ---------
Cash flows from
financing activities:
Net proceeds from
issuance of stock 1,680 - - 1,680
Proceeds from
issuance of
long-term debt - 135 - 135
Net proceeds from
convertible note
payable 200 - - 200
Principal payments
on long-term debt - (7) - (7)
--------- --------- --------- ---------
Net cash provided by
financing
activities 1,880 128 - 2,008
--------- --------- --------- ---------
Net increase
(decrease) in cash
and cash
equivalents 95 (3,040) - (2,945)
Cash and cash
equivalents,
beginning
of period 189 3,040 - 3,229
--------- --------- --------- ---------
Cash and cash
equivalents, end
of period $ 284 $ - $ - $ 284
========= ========= ========= =========
Page 13
CONSOLIDATING STATEMENT
OF OPERATIONS INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2002
CADIZ SUN WORLD ELIMINATIONS CONSOLIDATED
----- --------- ------------ ------------
Revenues $ 741 $ 64,276 $ (737) $ 64,280
--------- --------- --------- ---------
Costs and expenses:
Cost of sales 23 47,799 (362) 47,460
General and
administrative 1,841 2,563 (375) 4,029
Removal of
underperforming
crops 1,016 3,121 - 4,137
Depreciation and
amortization 287 3,506 - 3,793
--------- --------- --------- ---------
Total costs and
expenses 3,167 56,989 (737) 59,419
--------- --------- --------- ---------
Operating profit
(loss) (2,426) 7,287 - 4,861
Income from
subsidiary 3,366 - (3,366) -
Interest expense,
net 1,363 3,691 336 5,390
--------- --------- --------- ---------
Net income (loss)
before income
taxes (423) 3,596 (3,702) (529)
Income tax benefit - (106) - (106)
--------- --------- --------- ---------
Net income (loss) (423) 3,702 (3,702) (423)
Less: Preferred
stock
dividends 281 - - 281
Imputed
dividend on
preferred
stock 246 - - 246
--------- --------- --------- ---------
Net income (loss)
applicable to
common stock $ (950) $ 3,702 $ (3,702) $ (950)
========= ========= ========= =========
Page 14
CONSOLIDATING STATEMENT
OF OPERATIONS INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2002
CADIZ SUN WORLD ELIMINATIONS CONSOLIDATED
----- --------- ------------ ------------
Revenues $ 1,623 $ 95,082 $ (1,612) $ 95,093
--------- --------- --------- ---------
Costs and expenses:
Cost of sales 80 71,045 (564) 70,561
General and
administrative 5,718 6,906 (1,125) 11,499
Removal of
underperforming
crops 1,016 3,121 - 4,137
Depreciation and
amortization 758 5,490 - 6,248
--------- --------- --------- ---------
Total costs and
expenses 7,572 86,562 (1,689) 92,445
--------- --------- --------- ---------
Operating profit
(loss) (5,949) 8,520 77 2,648
Loss from subsidiary (3,426) - 3,426 -
Interest expense,
net 3,753 11,785 320 15,858
--------- --------- --------- ---------
Net loss before
income taxes (13,128) (3,265) 3,183 (13,210)
Income tax (benefit)
expense 2 (82) - (80)
--------- --------- --------- ---------
Net loss (13,130) (3,183) 3,183 (13,130)
Less: Preferred
stock
dividends 844 - - 844
Imputed
dividend on
preferred
stock 738 - - 738
--------- --------- --------- ---------
Net loss applicable
to common stock $ (14,712) $ (3,183) $ 3,183 $ (14,712)
========= ========= ========= =========
Page 15
CONSOLIDATING STATEMENT OF
CASH FLOW INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2002
CADIZ SUN WORLD ELIMINATIONS CONSOLIDATED
----- --------- ------------ ------------
Net cash (used for)
provided by
operating
activities $ (7,046) $ 2,461 $ - $ (4,585)
--------- --------- --------- ---------
Cash flows from
investing activities:
Additions to
property, plant
and equipment (177) (390) - (567)
Additions to
developing crops (21) (1,782) - (1,803)
Additions to water
programs (658) (35) - (693)
Proceeds from
disposal of
property, plant
and equipment - 111 - 111
Decrease (increase)
in other assets 221 (852) - (631)
--------- --------- --------- ---------
Net cash used for
investing
activities (635) (2,948) - (3,583)
--------- --------- --------- ---------
Cash flows from
financing activities:
Net proceeds from
issuance of stock 772 - - 772
Principal payments
on long-term debt - (595) - (595)
Borrowings from
intercompany
revolver, net (915) 915 - -
Net proceeds from
short-term debt 10,000 - - 10,000
Decrease in bank
overdrafts (410) - - (410)
--------- --------- --------- ---------
Net cash provided
by financing
activities 9,447 320 - 9,767
--------- --------- --------- ---------
Net increase
(decrease) in cash
and cash
equivalents 1,766 (167) - 1,599
Cash and cash
equivalents,
beginning of
period 400 1,058 - 1,458
--------- --------- --------- ---------
Cash and cash
equivalents, end
of period $ 2,166 $ 891 $ - $ 3,057
========= ========= ========= =========
Page 16
NOTE 5 - NET LOSS PER COMMON SHARE
- ----------------------------------
Basic Earnings Per Share (EPS) is computed by dividing the
net loss, after deduction for preferred dividends either accrued
or imputed, if any by the weighted-average common shares
outstanding. Options, deferred stock units, warrants,
convertible debt, and preferred stock that are convertible into
shares of the Company's common stock were not considered in the
computation of diluted EPS because their inclusion would have
been antidilutive. Had these instruments been included, the
fully diluted weighted average shares outstanding would have
increased by approximately 316,000 shares and 160,000 at
September 30, 2003 and 2002, respectively.
NOTE 6 - COMMON STOCK
- ---------------------
During the Quarter ended September 30, 2003, we issued
20,000 shares of common stock at $2.50 per share in consideration
for $50,000 in services.
NOTE 7 - SEGMENT INFORMATION
- ----------------------------
Financial information by reportable business segment is
reported in the tables below. The changes in the agricultural
segment for the period ended September 30, 2002 are due to the
deconsolidation of Sun World in January 2003:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2003 2002 2003 2002
---- ---- ---- ----
External sales
Water resource $ 19 $ 4 $ 157 $ 11
Agricultural - 64,276 3,005 95,082
--------- --------- --------- ---------
Consolidated $ 19 $ 64,280 $ 3,162 $ 95,093
========= ========= ========= =========
Inter-segment sales
Water resources $ - $ 737 $ 146 $ 1,612
Agricultural - (737) (146) (1,612)
--------- --------- --------- ---------
Consolidated $ - $ - $ - $ -
========= ========= ========= =========
Total sales
Water resources $ 19 $ 741 $ 303 $ 1,623
Agricultural - 64,276 3,005 95,082
Other - (737) (146) (1,612)
--------- --------- --------- ---------
Consolidated $ 19 $ 64,280 $ 3,162 $ 95,093
========= ========= ========= =========
Page 17
Income (loss) before
income taxes
Water resources $ (1,666) $ (2,426) $ (3,566) $ (5,949)
Agricultural - 7,287 (1,200) 8,520
Interest (net) (820) (5,390) (3,592) (15,858)
Other - - (195) 77
--------- --------- --------- ---------
Consolidated $ (2,486) $ (529) $ (8,553) $ (13,210)
========= ========= ========= =========
SEPTEMBER 30, DECEMBER 31,
2003 2002
---- ----
Assets
Water resources $ 44,099 $ 47,330
Agricultural - 146,417
Other - (1,864)
--------- ---------
Consolidated $ 44,099 $ 191,883
========= =========
Page 18
SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
- ----------------------------------------------------------------------
THREE MONTHS ENDED
SEPTEMBER 30,
($ IN THOUSANDS) 2003 2002
- ----------------------------------------------------------------------
Revenues $ 51,499 $ 64,276
--------- ---------
Costs and expenses:
Cost of sales 41,702 47,799
General and administrative 2,301 2,563
Removal of underperforming crops 521 3,121
Depreciation and amortization 3,470 3,506
--------- ---------
Total costs and expenses 47,994 56,989
--------- ---------
Operating profit 3,505 7,287
(Gain) on sale of property (707) -
Interest expense, net (contractual interest
for 2003 was $4,219) 619 3,691
--------- ---------
Profit before reorganization items and
income taxes 3,593 3,596
Reorganization items:
Debt issuance costs - -
Professional fees 293 -
--------- ---------
Total reorganization items 293 -
--------- ---------
Net income (loss) before income taxes 3,300 3,596
Income tax expense (benefit) 5 (106)
--------- ---------
Net income $ 3,295 $ 3,702
========= =========
See accompanying notes to the consolidated financial statements.
Page 19
SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
- ----------------------------------------------------------------------
NINE MONTHS ENDED
SEPTEMBER 30,
($ IN THOUSANDS) 2003 2002
- ----------------------------------------------------------------------
Revenues $ 84,783 $ 95,082
--------- ---------
Costs and expenses:
Cost of sales 69,836 71,045
General and administrative 6,657 6,906
Removal of underperforming crops 607 3,121
Depreciation and amortization 5,941 5,490
--------- ---------
Total costs and expenses 83,041 86,562
--------- ---------
Operating profit 1,742 8,520
(Gain) on sale of property (449) -
Interest expense, net (contractual interest
for 2003 was $12,382) 2,756 11,785
--------- ---------
Loss before reorganization items and
income taxes (565) (3,265)
Reorganization items:
Debt issuance costs 912 -
Professional fees 2,924 -
--------- ---------
Total reorganization items 3,836 -
--------- ---------
Net loss before income taxes (4,401) (3,265)
Income tax expense (benefit) 25 (82)
--------- ---------
Net income (loss) $ (4,426) $ (3,183)
========= =========
See accompanying notes to the consolidated financial statements.
Page 20
SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
CONSOLIDATED BALANCE SHEET (UNAUDITED)
- ----------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
($ IN THOUSANDS) 2003 2002
- ----------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,994 $ 3,040
Accounts receivable, net 10,266 6,732
Inventories 14,457 13,638
Prepaid expenses and other 2,040 843
--------- ---------
Total current assets 28,757 24,253
Property, plant, and equipment, net 107,600 112,293
Intangible assets 1,880 1,934
Other assets 7,986 7,937
--------- ---------
Total assets $ 146,223 $ 146,417
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 6,165 $ 6,252
Accrued liabilities 2,955 5,829
Due to parent - 13,546
Revolving credit facility 4,154 4,400
Long-term debt, current portion 125 6,250
--------- ---------
Total current liabilities 13,399 36,277
Long-term debt 762 115,447
Deferred income taxes 5,447 5,447
Other liabilities 330 928
--------- ---------
Total liabilities not subject to compromise 19,938 158,099
--------- ---------
Liabilities subject to compromise under
reorganization proceedings 141,778 -
--------- ---------
Contingencies
Stockholder's deficit:
Common stock, $0.01 par value, 300,000
shares authorized; 42,000 shares issued
and outstanding - -
Additional paid-in capital 39,123 38,508
Accumulated deficit (54,616) (50,190)
--------- ---------
Total stockholder's deficit (15,493) (11,682)
--------- ---------
Total liabilities and stockholder's deficit $ 146,223 $ 146,417
========= =========
See accompanying notes to the consolidated financial statements.
Page 21
SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
- ----------------------------------------------------------------------
NINE MONTHS ENDED
SEPTEMBER 30,
($ IN THOUSANDS) 2003 2002
- ----------------------------------------------------------------------
Cash flows from operating activities:
Net loss $ (4,426) $ (3,183)
Adjustments to reconcile net loss to net
cash used for operating activities:
Depreciation and amortization 6,043 6,370
Write-off of debt issuance costs 912 -
(Gain) on disposal of assets (449) (61)
Removal of under performing crops 607 3,121
Shares of KADCO stock earned for services (938) (938)
Compensation charge for deferred stock units 178 230
Changes in operating assets and liabilities:
Increase in accounts receivable (3,534) (7,262)
Increase in inventories (1,834) (3,913)
Increase in prepaid expenses and other (1,197) (127)
Increase in accounts payable 3,619 1,745
Increase in accrued liabilities 922 4,970
Increase (decrease) in due to parent (47) 1,483
Increase (decrease) in other liabilities (160) 26
--------- ---------
Net cash provided by (used for) operating
activities before reorganization items (304) 2,461
--------- ---------
Increase in liabilities subject to compromise
under reorganization proceedings 726 -
--------- ---------
Net cash provided for operating activities 422 2,461
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (1,450) (425)
Additions to developing crops (1,406) (1,782)
Proceeds from disposal of property, plant
and equipment 2,740 111
(Increase) decrease in other assets (347) (852)
--------- ---------
Net cash used for investing activities (463) (2,948)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 136 -
Principal payments on long-term debt (946) (595)
Borrowings from intercompany revolver, net 51 915
Proceeds from short-term borrowings (246) -
--------- ---------
Net cash provided by (used in) financing
activities (1,005) 320
--------- ---------
Net decrease in cash and cash equivalents (1,046) (167)
Cash and cash equivalents at beginning
of period 3,040 1,058
--------- ---------
Cash and cash equivalents at end of period $ 1,994 $ 891
========= =========
See accompanying notes to the consolidated financial statements.
Page 22
SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)
- --------------------------------------------------------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
($ IN THOUSANDS)
- --------------------------------------------------------------------------------
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT DEFICIT
------ ------ ------- ------- -------
Balance as of
December 31, 2002 42,000 $ - $ 38,508 $ (50,190) $ (11,682)
Exchange of deferred
stock units for
parent's common
stock - - 615 - 615
Net loss - - - (4,426) (4,426)
--------- ------ --------- --------- ---------
Balance as of
September 30, 2003 42,000 $ - $ 39,123 $ (54,616) $ (15,493)
========= ====== ========= ========= =========
See accompanying notes to the consolidated financial statements.
Page 23
SUN WORLD INTERNATIONAL, INC.
(DEBTOR-IN-POSSESSION)
(A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
==========================================
NOTE 1 - NATURE OF OPERATIONS AND REORGANIZATION UNDER CHAPTER 11
- -----------------------------------------------------------------
Founded in 1975, Sun World International, Inc. ("SWII" or
"Sun World") and its subsidiaries (collectively, the "Company")
operate as the agricultural segment of Cadiz Inc. ("Cadiz"). The
Company is an integrated agricultural operation that owns
approximately 17,100 acres of land, primarily located in two
major growing areas of California: the San Joaquin Valley and
the Coachella Valley. Fresh produce, including table grapes,
stonefruit, citrus, peppers and watermelons is marketed, packed
and shipped to food wholesalers and retailers located throughout
the United States and to more than 30 foreign countries. The
Company owns and operates three cold storage and/or packing
facilities located in California, of which two are operated and
one is leased to a third party.
On January 30, 2003 (the "Petition Date"), SWII and certain
of its subsidiaries (Sun Desert Inc., Coachella Growers, and Sun
World/Rayo) filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code. The filing was made in the United States
Bankruptcy Court, Central District of California, Riverside
Division ("Bankruptcy Court"). Included in the Consolidated
Financial Statements are subsidiaries operated outside the United
States, which have not commenced Chapter 11 cases or other
similar proceedings elsewhere, and are not debtors. The assets
and liabilities of such no-filing subsidiaries are not considered
material to the Consolidated Financial Statements. SWII sought
bankruptcy protection in order to access a seasonal financing
package of up to $40 million to provide working capital through
the 2003-2004 growing seasons.
As a debtor-in-possession, Sun World is authorized to
continue to operate as an ongoing business, but may not engage in
transactions outside the ordinary course of business without the
approval of the Bankruptcy Court. Under the Bankruptcy Code,
actions to collect pre-petition indebtedness, as well as most
other pending litigation, are stayed and other contractual
obligations against Sun World may not be enforced. In addition,
under the Bankruptcy Code, Sun World may assume or reject
executory contracts, including lease obligations. Parties
affected by these rejections may file claims with the Court in
accordance with the reorganization process. Absent an order of
the Court, substantially all pre-petition liabilities are subject
to settlement under a plan of reorganization to be voted upon by
creditors and equity holders and approved by the Bankruptcy
Court.
The financial statements of the Company have been prepared
using accounting principles applicable to a going concern, which
assumes realization of assets and settlement of liabilities in
the normal course of business and in accordance with Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code". Accordingly, all pre-petition
liabilities subject to compromise have been segregated in the
Consolidated Balance Sheet and classified as "Liabilities subject
to compromise under reorganization proceedings", at the estimated
amount of allowable claims. The financial statements of the
Company do not purport to reflect or to provide for all of the
consequences of an ongoing Chapter 11 reorganization.
Specifically, but not all-inclusive, the financial statements of
the Company do not present: (a) the realizable value of assets
on a liquidation basis or the availability of such assets to
satisfy liabilities, (b) the amount which will ultimately be paid
to settle liabilities and contingencies which may be allowed in
the Chapter 11 reorganization, or (c) the effect of
Page 24
changes which may be made resulting from a Plan or Reorganization.
The appropriateness of using the going-concern basis is dependent
upon, among other things, confirmation of a Plan of
Reorganization, future profitable operations, the ability to
comply with debtor-in-possession financing agreements and the
ability to generate sufficient cash from operations to meet
obligations.
Inherent in a successful Plan of Reorganization is a capital
structure that permits the Company to generate cash flows after
reorganization to meet its restructured obligations and fund the
current operations of the Company. The Company's objective in
the Chapter 11 proceeding is to achieve the highest possible
recovery for all creditors and shareholders consistent with the
Company's ability to pay and the continuation of its business.
There can be no assurance that the Company will be able to attain
these objectives or reorganize successfully. Because of the
ongoing nature of the reorganization case, the financial
statements contained herein are subject to material
uncertainties.
NOTE 2 - BASIS OF PRESENTATION
- ------------------------------
The Consolidated Financial Statements have been prepared by
Sun World International, Inc. and its subsidiaries, collectively
referred to as "Sun World" without audit and should be read in
conjunction with the Sun World Consolidated Financial Statements
and notes thereto included in the Cadiz Inc. Form 10-K for the
year ended December 31, 2002. The foregoing Consolidated
Financial Statements include all adjustments, consisting only of
normal recurring adjustments, which Sun World considers necessary
for a fair presentation. Certain reclassifications have been
made to the prior period to conform to the current period
presentation. The results of operations for the nine months
ended September 30, 2003 are not necessarily indicative of the
results to be expected for the full fiscal year as Sun World's
harvest seasons and revenues are seasonal in nature.
Since the Chapter 11 bankruptcy filing, the Company has
applied the provisions of SOP 90-7, which does not significantly
change the application of accounting principles generally
accepted in the United States of America; however, it does
require that the financial statements for periods including and
subsequent to filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the business. As
disclosed in the Consolidated Statements of Operations,
reorganization items consist of the write off of unamortized debt
issuances costs as of the Petition Date of $912,000 and
professional fees directly associated with the reorganization of
$2,924,000.
See Note 2 to the Sun World Consolidated Financial
Statements included in the Cadiz Inc. latest Form 10-K for a
discussion of Sun World's accounting policies.
Page 25
NOTE 3 - INVENTORIES
- ---------------------
Inventories consist of the following (dollars in thousands):
September 30, December 31,
2003 2002
---- ----
Growing crops $ 8,525 $ 10,702
Harvested product 3,358 411
Materials and supplies 2,574 2,525
--------- ---------
$ 14,457 $ 13,638
========= =========
NOTE 4 - LIABILITIES SUBJECT TO COMPROMISE UNDER REORGANIZATION
PROCEEDINGS
- ---------------------------------------------------------------
Under bankruptcy law, actions by creditors to collect
indebtedness Sun World owed prior to the Petition Date are stayed
and certain other pre-petition contractual obligations may not be
enforced against the Company. We have received approval from the
Bankruptcy Court to pay certain pre-petition liabilities
including employee salaries and wages, benefits, other employee
obligations, and certain grower liabilities entitled to trust
protection under the Perishable Agricultural Commodities Act
(PACA). Except for certain secured debt obligations, all pre-
petition liabilities have been classified as "Liabilities subject
to compromise under reorganization proceedings" in the
Consolidated Balance Sheet. Adjustments to the claims may result
from negotiations, payments authorized by Bankruptcy Court order,
rejection of executory contracts including leases, or other
events.
Pursuant to an order of the Bankruptcy Court, Sun World
mailed notices to all known creditors that the deadline for
filing proofs of claim with the Court was August 29, 2003. An
estimated 340 claims were filed as of August 29, 2003. Amounts
that Sun World has recorded are in many instances different from
amounts filed by our creditors. Differences between amounts
scheduled by Sun World and claims by creditors are being
investigated and resolved in connection with our claims
resolution process. Until the process is complete, the ultimate
number and amount of allowable claims cannot be ascertained. The
ultimate resolution of these claims will be based upon the final
plan of reorganization.
Page 26
Liabilities subject to compromise under reorganization
proceedings are summarized as follows (dollars in thousands):
September 30,
2003
----
Accounts payable $ 4,461
Interest payable 3,795
Due to parent company 13,522
Long-term debt 120,000
---------
Total $ 141,778
=========
Page 27
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)
In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the following
discussion contains trend analysis and other forward-looking
statements. Forward-looking statements can be identified by the
use of words such as "intends", "anticipates", "believes",
"estimates", "projects", "forecasts", "expects", "plans" and
"proposes". Although we believe that the expectations reflected
in these forward-looking statements are based on reasonable
assumptions, there are a number of risks and uncertainties that
could cause actual results to differ materially from these
forward-looking statements. These include, among others, our
ability to maximize value from our Cadiz, California land and
water resources; the uncertainty of the outcome of Sun World's
bankruptcy proceedings; our outstanding guarantee of Sun World's
First Mortgage Notes; and our ability to obtain new financings as
needed to meet our ongoing working capital needs. See additional
discussion under the heading "Certain Trends and Uncertainties"
in Item 7 of our Annual Report on Form 10-K for the year ended
December 31, 2002.
OVERVIEW
As discussed in further detail below, as of January 30,
2003 the financial statements of our Sun World subsidiary are no
longer being consolidated with ours. Presently, our operations
(and, accordingly, our working capital requirements) relate
primarily to our water development activities and, more
specifically, to the Cadiz Groundwater Storage and Dry-Year
Supply Program. Our results of operations for periods subsequent
to January 2003 have been, and in future fiscal periods will be,
largely reflective of the operations of our water development
activities.
Cadiz Groundwater Storage and Dry-Year Supply Program. In
1997, we commenced discussions with the Metropolitan Water
District of Southern California (Metropolitan) in order to
develop principles and terms for a long-term agreement for a
joint venture water storage and supply program on and under our
Cadiz, California property. In July 1998, Cadiz and Metropolitan
approved the Principles and Terms for Agreement for the Cadiz
Groundwater Storage and Dry-Year Supply Program (the Cadiz
Program). At the same time, Cadiz and Metropolitan authorized
preparation of a final agreement based on these principles and
initiated the environmental review process for the Cadiz Program.
Following extensive negotiations with Cadiz to further refine and
finalize these basic principles, Metropolitan's Board of
Directors approved definitive economic terms and responsibilities
at their April 2001 board meeting. The Cadiz Program definitive
economic terms were to serve as the basis for a final agreement
to be executed between Metropolitan and Cadiz, subject to the
then-ongoing environmental review process.
Under the Cadiz Program, during wet years or periods of
excess supply, surplus water from the Colorado River Aqueduct
would be stored in the groundwater basin underlying our property.
During dry years or times of reduced allocations from the
Colorado River, the previously imported water, together with
additional existing groundwater, would be extracted and
delivered, via a conveyance pipeline, back to the aqueduct.
On August 29, 2002, the U.S. Department of Interior
approved the Final Environmental Impact Statement for the Cadiz
Program and issued its Record of Decision, the final step in the
Page 28
federal environmental review process for the Cadiz Program. The
Record of Decision amends the California Desert Conservation Area
Plan for an exception to the utility corridor element and offered
to Metropolitan a right-of-way grant necessary for the
construction and operation of the Cadiz Program.
On September 17, 2002, the Metropolitan Subcommittee on
Rules and Ethics scheduled a series of meetings in October and
November 2002 to consider (a) acceptance of the Record of
Decision and the terms and conditions of the right-of-way grant,
(b) certification of the environmental documentation for the
Cadiz Program under state law, and (c) the final agreement
between Cadiz and Metropolitan.
On October 8, 2002, Metropolitan's Board considered
acceptance of the Record of Decision and the terms and conditions
of the right-of-way grant. The Board voted not to adopt
Metropolitan staff's recommendation to approve the terms and
conditions of the right-of-way grant issued by the Department of
the Interior for the Cadiz Program by a vote of 47.11% in favor
and 47.36% against the recommendation. Instead, the Board voted
for an alternative motion to reject the terms and conditions of
the right-of-way grant and to not proceed with the Cadiz Program
by a vote of 50.25% in favor and 44.22% against.
Irrespective of Metropolitan's actions, Southern
California's need for water storage and supply programs has not
abated. We believe there are several different scenarios to
maximize the value of this water resource, all of which are under
current evaluation.
Until October 2002 we had expected that the Cadiz Program
would be implemented upon the previously negotiated terms, and we
had structured our financing arrangements with a view to such
implementation. Following Metropolitan's vote in October 2002 to
not proceed with the Cadiz Program, these financing arrangements
were no longer workable on their then existing terms.
In January 2003, Sun World filed a voluntary petition for
Chapter 11 bankruptcy protection in order to access seasonal
financing. Historically, we, as the parent company of Sun World,
had supplemented Sun World's annual working capital requirements.
However, at the time of Sun World's filing we did not have the
ability to do this. The only way Sun World could obtain the new
financing needed to provide working capital for its 2003-2004
growing seasons was to seek court approval, pursuant to Chapter
11, to a new Debtor in Possession ("DIP") facility.
Sun World's financial situation and bankruptcy filing, in
turn, negated an agreement we had previously reached with our
primary lender, ING Capital LLC ("ING") for a three year
extension of approximately $35 million of senior secured loans
with a maturity date of January 31, 2003. As we were unable to
make payment of this debt when due, in February 2003 ING declared
these loans to be in default, although we remained in
negotiations with ING for an overall restructuring of this debt.
Our financing activities during 2003 were directed primarily
towards completion of an overall restructuring of our capital
structure which would preserve our ability to continue with our
water resource development programs. This overall capital
restructuring was successfully completed in December 2003, and
featured the following components, in chronological order:
Page 29
* In June 2003 we completed a private equity offering of
800,000 shares of our common stock (after giving effect
to our one for twenty-five reverse stock split
effective December 15, 2003 (the "Reverse Split")).
672,000 shares were issued in consideration of $1.68
million in cash, 112,000 were issued in consideration
for $280 thousand in services rendered to us, and
16,000 were issued as consideration for fees related to
the equity offering. The proceeds raised in this
offering provided sufficient working capital for us to
continue operations pending completion of the larger
$8.6 million private placement in December 2003
described below.
* In August 2003 our stockholders approved
implementation of a reverse split of our outstanding
common stock, with the exact ratio for the split to be
determined by our Board of Directors at the time of the
split. The reverse split was intended to increase the
likelihood of our being able to meet the minimum
trading price required for listing our stock on The
Nasdaq SmallCap Market or other national securities
exchange, as well as to provide us with additional
authorized but unissued shares of common stock to be
used for capital raising and other purposes.
* In October 2003 we entered into an agreement with the
holders of all of our outstanding Series D, Series E-1
and Series E-2 preferred stock whereby we issued
400,000 shares of our common stock (after giving effect
to the Reverse Split) in exchange of all of our then
outstanding Series D, Series E-1 and Series E-2
preferred stock. In connection with this conversion,
we recorded a change against paid-in capital as an
inducement to convert.
* In December 2003, as described in further detail in
our most recent Form 10-K, we simultaneously completed:
* An extension of up to three years of our $35
million debt facility with ING,
* A one for twenty-five reverse split of our
outstanding common stock;
* The transfer of our properties to Cadiz Real
Estate LLC, a Delaware limited liability company
wholly owned by us and created at the behest of
ING; and
* An additional equity infusion of $8.6 million
through the issuance of 3,440,000 shares of common
stock; and
* The completion of our global settlement agreement
with the holders of a majority of Sun World's
First Mortgage Notes (the "Bondholders") which
provides for the pledge of our equity in Sun World
together with an unsecured claim due to us from
Sun World of $13.5 million to a trust controlled
by the Bondholders.
Page 30
As a consequence of all of these transactions, the number
of outstanding shares of our common stock (after giving effect to
our December 2003 one for twenty-five reverse stock split) has
increased from 1,858,659 shares as of December 31, 2002
(including 400,000 common shares issuable upon the conversion of
outstanding Series D and E preferred stock) to 8,200,340 shares
as of December 31, 2003 (including 1,728,955 common shares
issuable upon the conversion of outstanding Series F preferred
stock).
With the completion of these transactions, we have provided
for our short-term working capital needs and are able to refocus
our efforts on obtaining and utilizing the capital necessary to
proceed with our water resource development programs.
RESULTS OF OPERATIONS
On January 30, 2003, Sun World filed a voluntary petition
for Chapter 11 bankruptcy protection. As of that date due to the
Company's loss of control over the operations of Sun World, the
financial statements of Sun World will no longer be consolidated
with ours, but instead, we will account for our investment in Sun
World on the cost basis of accounting. As a result of changing to
the cost basis of accounting on January 31, 2003, we had a net
investment in Sun World of approximately $195 thousand consisting
of loans and amounts due from Sun World of $13,500,000 less losses
in excess of investment in Sun World of $13,305,000. Cadiz wrote
off the net investment in Sun World of $195 thousand at the
Chapter 11 filing date because it does not anticipate being able
to recover from its investment.
Our consolidated financial statements for the nine month
period ended September 30, 2003 include the results of operations
for Sun World only for the period January 1, 2003 through January
30, 2003. The results of operations of Sun World subsequent to
January 30, 2003 are not consolidated in these consolidated
financial statements. As a result of the foregoing, direct
comparisons of our consolidated results of operations for the
nine months ended September 30, 2003 with results for the nine
months ended September 30, 2002 will not, in our view, prove
meaningful.
For this reason, we believe that material trends and
developments with respect to our results of operations from
period to period are more readily identifiable by comparing the
unconsolidated results of Cadiz Inc., which do not include the
January 2003 operations of Sun World, rather than our
consolidated results of operations, which include the January
2003 operations of Sun World. Therefore, in the following
discussion of results of operations, we are using only the
unconsolidated results of Cadiz Inc.
Tables which disclose the results of Cadiz Inc. separate
from its consolidated subsidiary Sun World for the nine month
period ending September 30, 2003 and 2002, and from which the
numbers used in the following discussion are derived, can be
found in Note 4 to the Consolidated Financial Statements in Item
1 above.
THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THREE MONTHS
ENDED SEPTEMBER 30, 2002
- --------------------------------------------------------------
We have not received significant revenues from our
water resource activity to date. As a result, we have
historically incurred a net loss from operations. Cadiz had
revenues of $19 thousand for the three months ended September 30,
2003 and $741 thousand for the three
Page 31
months ended September 30, 2002. Our net loss was $2.5 million
for the three months ended September 30, 2003 and $0.4 million for
the three months ended September 30, 2002. During the three months
ended September 30, 2003 Cadiz net loss did not include income from
Sun World which was deconsolidated in January 2003, and for the same
period in 2002, it included income of $3.4 million from Sun World.
Without the income from Sun World, Cadiz would have had a loss of
$3.8 million in the three months ended September 31 in both 2003
and 2002.
Our primary expenses are our ongoing overhead costs
(i.e. general and administrative expense) and our interest
expense.
REVENUES. Cadiz standalone revenue during the three months
ended September 30, 2003 totaled $19 thousand compared to $0.7
million during the same period in the preceding year. The decrease
is primarily due to discontinuation of the management fee payable
by Sun World as of January 30, 2003 due to Sun World's Chapter 11
filing and the termination of the fixed monthly rental revenue from
Cadiz Ranch.
GENERAL AND ADMINISTRATIVE EXPENSES. General and
administrative expenses for Cadiz during the three months ended
September 30, 2003 totaled $1.4 million compared to $1.8 million
for the three months ended September 30, 2002. The decrease in
general and administrative expenses is primarily due to
reductions in salaries and other costs associated with a
reduction in staffing.
DEPRECIATION AND AMORTIZATION. Depreciation and
amortization expense for the three months ended September 30,
2003 totaled $133 thousand compared to $287 thousand for the
three months ended September 30, 2002. The decrease in
depreciation was primarily attributable to certain assets being
removed in 2002 and certain assets becoming fully depreciated
during the periods.
INTEREST EXPENSE, NET. Net interest expense totaled $0.8
million during the three months ended September 30, 2003,
compared to $1.4 million during the same period in 2002. The
following table summarizes the components of net interest expense
for the two periods (in thousands):
THREE MONTHS ENDED
SEPTEMBER 30,
2003 2002
---- ----
Interest on outstanding debt $ 783 $ 444
Amortization of financing costs 37 1,083
Interest income - (164)
--------- ---------
$ 820 $ 1,363
========= =========
Financing costs, which include legal fees and warrant
costs, are amortized over the life of the debt agreement, most
of which relate to the ING obligation which became due near the
beginning of 2003 resulting in lower costs during 2003. The
lower interest income in 2003 was the result of no interest
accruing on the intercompany loans to Sun World following the
Chapter 11 petition and interest expense was higher because of
increased borrowings and a higher rate of interest on the ING loan.
Page 32
NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 2002
- ------------------------------------------------------------
We have not received significant revenues from our water
resource activity to date. As a result, we have historically
incurred a net loss from operations. We had revenues of $0.3
million for the nine months ended September 30, 2003 and $1.6
million for the nine months ended September 30, 2002 with the
reduction primarily attributable to the loss of management fees
charged to Sun World in 2002. Our net loss totaled $8.6 million
for the nine months ended September 30, 2003 compared to $13.1
million for the nine months ended September 30, 2002. During the
nine months ended September 30, 2002, Cadiz recorded a $3.4
million loss from Sun World compared to a $2.5 million loss
during the same period in 2003. In addition there were reductions
in general and administrative expenses, net interest expense and
in depreciation during the 2003 period as outlined below.
Our primary expenses are our ongoing overhead costs (i.e.
general and administrative expense) and our interest expense.
REVENUES. Cadiz standalone revenue during the year totaled
$0.3 million during the nine months ended September 30, 2003 compared
to $1.6 million during the same period in the preceding year. The
decrease is primarily due to discontinuation of the management fee
payable by Sun World as of January 30, 2003 due to Sun World's
Chapter 11 filing ($1.0 million) and the termination of the fixed
monthly rental revenue from Cadiz Ranch ($0.2 million).
GENERAL AND ADMINISTRATIVE EXPENSES. General and
administrative expenses for the Nine months ended September 30,
2003 totaled $3.2 million compared to $5.7 million for the same
2002 period. The decrease in general and administrative expenses
is primarily due to $0.8 million of fees related to a financing
that was not completed during the 2002 period, $0.5 in reduced
salaries and wages, $0.2 million in professional fees and a
general reduction in other expense levels associated with a
reduction of staffing.
WRITE OFF OF INVESTMENT IN SUBSIDIARY. On January 30, 2003 Sun
World and certain of its subsidiaries filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code. As of that date
due to the Company's loss of control over the operations of Sun
World, the financial statements are no longer consolidated with those
of Cadiz, but instead Cadiz accounts for its investment in Sun World
on the cost basis of accounting. As a result of changing to the
cost basis of accounting and because the Company does not believe it
will be able to recover its investment, the Company wrote off its
investment in Sun World of $195,000.
DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and
amortization expense for the nine months ended September 30, 2003
totaled $422 thousand compared to $758 thousand during the same
period in 2002. The decrease in depreciation was primarily
attributable to certain assets being removed in 2002 and certain
assets becoming fully depreciated during the periods.
INTEREST EXPENSE, NET. Net interest expense totaled $2.3
million during the nine months ended September 30, 2003 as
compared to $3.8 million in 2002. The following table summarizes
the components of net interest expense for the two periods (in
thousands):
Page 33
NINE MONTHS ENDED
SEPTEMBER 30,
2003 2002
---- ----
Interest on outstanding debt $ 1,976 $ 1,222
Amortization of financing costs 404 3,044
Interest income (57) (513)
--------- ---------
$ 2,323 $ 3,753
========= =========
Financing costs, which include legal fees and warrant
costs, are amortized over the life of the debt agreement, most
of which relate to the ING obligation which became due near the
beginning of 2003 resulting in lower costs during 2003. The
lower interest income in 2003 was the result of no interest
accruing on the intercompany loans to Sun World following the
Chapter 11 petition and interest expense was higher because of
increased borrowings and a higher rate of interest on the ING loan.
LIQUIDITY AND CAPITAL RESOURCES
(A) CURRENT FINANCING ARRANGEMENTS
CADIZ OBLIGATIONS. As we have not received significant
revenues from our water resource activity to date, we have been
required to obtain financing to bridge the gap between the time
water resource development expenses are incurred and the time
that revenue will commence. Historically, we have addressed these
needs primarily through secured debt financing arrangements with
our lenders, private equity placements and the exercise of
outstanding stock options.
As of December 31, 2002, we were obligated for approximately
$10,095,068 under a senior term loan facility and $25 million
under a revolving credit facility with our primary secured
lender, ING Capital LLC. Each facility had a maturity date of
January 31, 2003. Sun World's bankruptcy filing negated an
agreement we had previously reached with ING for a three year
extension of these loans, and in February 2003 ING declared these
loans to be in default.
During 2003 we remained in continuing discussions with ING
concerning an overall restructuring of this debt and in December
2003, as part of an overall restructuring of our capital
structure, we entered into agreements with ING which provided for
establishing the outstanding principal balance owed to ING at $35
million and extended the maturity date of the credit facilities
until March 31, 2005, with three additional automatic 6 month
extensions conditioned on our maintaining, as of the commencement
date of each extension, cash in an amount equal to at least 4% of
the outstanding principal balance of the credit facilities in a
cash collateral account held by ING. Additional details
concerning the terms of this December 2003 restructuring are
included in our Form 10-K for the year ended December 31, 2003.
As we continue to actively pursue our business strategy,
additional financing specifically in connection with our water
programs will be required. See "Outlook", below. As the parties
anticipated this need at the time of our credit
Page 34
restructuring, the restrictive covenants in our credit facility
were crafted in a way that, in our view, should not materially limit
our ability to undertake debt or equity financing in order to finance
our water development activities.
Additional details concerning the terms of this
December 2003 restructuring are included in our Form 10-K
for the year ended December 31, 2002.
Subsequent to the conversion of Series D and E preferred
stock discussed in Item 5 of our Form 10-K for the year ended
December 31, 2002, we have no outstanding credit facilities or
preferred stock other than the Series F preferred stock issued
to ING as part of the restructuring described above.
SUN WORLD OBLIGATIONS. Sun World has outstanding $115
million of First Mortgage Notes. The First Mortgage Notes were
originally to mature on April 15, 2004. The First Mortgage Notes
are currently in default as a consequence of the Sun World
bankruptcy filing. Sun World's proposed plan of reorganization
currently provides for settlement of claims held by the holders
of these notes through the issuance of equity interests in Sun
World to such holders.
The Sun World notes are also secured by the guarantee of
Cadiz. As we are not a party to the Sun World bankruptcy filing,
the effectiveness of a plan of reorganization which discharges
Sun World's obligation to holders of these notes will not, in and
of itself, release us of any obligations which we may still have
under this guarantee. The Plan, as currently proposed, includes a
release in our favor with respect to any of our remaining
obligations under this guarantee; however, we do not know whether
this provision of the Plan will be approved by the Bankruptcy
Court.
We have limited any potential obligation we may have
otherwise had under the guarantee by entering into release
agreements with the majority of the holders of the Sun World notes.
For example, in December 2003 we entered into a global settlement
agreement with Sun World and with the holders of a majority of Sun
World's First Mortgage Notes (the "Bondholders"). Pursuant to this
global settlement agreement, the Bondholders waived their rights
to seek recovery against us on account of our guarantee of Sun
World's obligations under the First Mortgage Notes. This right will
similarly be waived by any other note holder which elects to opt
into this settlement. The identity and ownership interests of Sun
World's bondholders is not a matter of public record, however,
based on the results of investigations performed on behalf of Sun
World, we believe that we have obtained waivers and/or releases
to date from Bondholders which hold, together with their
affiliates, approximately 88% in interest of outstanding Sun
World notes. All of the remaining Sun World notes (other than a
nominal interest of less than 1%) are held by persons who are
also shareholders of ours.
No non-releasing bondholder has sought to enforce our
guarantee of Sun World's obligations against us, nor has any such
bondholder given any indication to us that it plans to do so. As
part of our December 2003 global settlement agreement, the
Bondholders gave written direction to the indenture trustee
irrevocably instructing the trustee to take no action against us
on behalf of bondholders or on account of the guarantee.
Further, we believe that if a bondholder's claim against Sun
World is ultimately satisfied in whole or in part through a Sun
World plan of reorganization, then such bondholder will not be
entitled to enforce the guarantee against us as to the amount of
the claim so satisfied.
Page 35
In view of all of these factors, we do not anticipate that
significant claims will be made against us under the guarantee
and we are not setting aside existing working capital or seeking
to raise additional working capital in order to pay claims under
the guarantee.
We have no other obligations or working capital needs with
respect to Sun World. As part of our December 2003 global
settlement, we have settled all of our claims and obligations
with Sun World. Although we continue to be the record owner of
Sun World's stock, Sun World will not be receiving working
capital contributions from us while it is in bankruptcy
proceedings. Sun World's currently proposed plan of
reorganization provides for our ownership interests in Sun World
to be canceled.
CASH USED FOR OPERATING ACTIVITIES. Cash used for operating
activities totaled $3.6 million for the nine months ended
September 30, 2003, as compared to $4.6 million for the nine
months ended September 30, 2002. The above amounts are not
comparable due to the deconsolidation of Sun World in January 2003.
Cash used by Cadiz for operating activities totaled
$1.9 million for the nine months ended September 30, 2003 as
compared to $7.0 million for the same period in the preceding
year. The main contributors to the reduction in cash used in 2003
over 2002 were $3.8 million reduction in losses, $0.8 million in
increased accounts receivable, $0.9 million settlement of loan
to officer, $2.1 million increase in accounts payable and accrued
liabilities, and $1.5 million from the elimination of the amount
due from Sun World. These were partially offset by a $2.9 million
reduction in depreciation and amortization, and $1.0 million
reduction in assets written off.
CASH USED FOR INVESTING ACTIVITIES. Cash used for investing
activities totaled $1.3 million for the nine months ended
September 30, 2003, as compared to $3.6 million for the same
period in 2002. The decrease was primarily due to repayment of
$0.2 million of loan to officer in 2003 as well as reduced
capital expenditures and decline in cash resulting from the
deconsolidation of Sun World in January 2003.
Cash provided by Cadiz totaled $0.2 million for the nine
months ended September 30, 2003 compared to cash used for investing
activities of $0.6 million during the same period in 2002. The
improvement relates to the repayment of the loan to officer and
reduced capital expenditures for water programs in 2003.
CASH PROVIDED BY FINANCING ACTIVITIES. Cash provided by
financing activities totaled $2.0 million for the nine months
ended September 30, 2003, consisting of $1.7 million net proceeds
from the issuance of stock and $0.2 of borrowings from a
convertible note payable and $0.1 from borrowings at Sun World.
Net cash provided by financing activities totaled $9.8 million for
the nine months ended September 30, 2002 consisting of $0.8 million
in net proceeds from the issuance of stock and $10 million in
additional short-term borrowings at Cadiz, offset by $0.4 million
in repayments of bank overdraft at Cadiz and $0.6 million in
repayment of long-term debt at Sun World.
OUTLOOK
SHORT TERM OUTLOOK. The proceeds of our 2003 private
placements have provided us with sufficient cash to meet our
expected working capital needs through approximately May 2005.
$2.0 million of the proceeds of our December 2003 private
placement were used to bring
Page 36
current our outstanding interest payments owed to ING under our
ING credit facilities. $2.1 million of the proceeds of our December
2003 private placement were placed in a cash collateral account with
ING in order to extend the maturity date of the credit facility
through March 31, 2005. These funds can be applied, if necessary,
to the payment of accrued interest due under our credit facilities
with ING. The remainder of the proceeds will be used to meet our
ongoing working capital needs.
LONG TERM OUTLOOK. In the longer term, our working capital
needs will be determined based upon the specific measures we
pursue in the development of our water resources. Whichever
measure or measures are chosen, we expect that we will need to
raise additional cash from time to time until we are able to
generate cash through our development activities. We will
evaluate the amount of cash needed, and the manner in which such
cash will be raised, on an ongoing basis. We may meet any such
future cash requirements through a variety of means to be
determined at the appropriate time. Such means may include equity
or debt placements, or the sale or other disposition of assets.
Equity placements would be undertaken only to the extent
necessary so as to minimize the dilutive effect of any such
placements upon our existing stockholders.
PRINCIPLES OF CONSOLIDATION
The Consolidated Financial Statements have been prepared by
Cadiz Inc., sometimes referred to as "Cadiz" or "the Company",
without audit and should be read in conjunction with the
Consolidated Financial Statements and notes thereto included in
the Company's Form 10-K for the year ended December 31, 2002. On
January 30, 2003, Sun World filed voluntary petitions under
Chapter 11 of the Bankruptcy Code. See "General Development of
Business", in the Company's Form 10-K for the year ended December
31, 2002. Since the filing date, Sun World has operated its
business and managed its affairs as debtor and debtor in
possession. As of that date due to the Company's loss of control
over the operations of Sun World, the financial statements of Sun
World are no longer consolidated with those of Cadiz, but
instead, Cadiz is accounting for its investment in Sun World on
the cost basis of accounting. The foregoing Consolidated
Financial Statements include the accounts of the Company and,
until January 30, 2003, those of its then wholly-owned
subsidiary, Sun World International, Inc. and its subsidiaries
collectively referred to as "Sun World", and contain all
adjustments, consisting only of normal recurring adjustments,
which the Company considers necessary for a fair presentation.
Certain reclassifications have been made to the prior period to
conform to the current period presentation.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Information about market risks for the nine months ended
September 30, 2003 does not differ materially from that discussed
under Item 7A of Cadiz' Annual Report on Form 10-K for the year
ended December 31, 2002.
Page 37
ITEM 4. CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with
the participation of our management, including our Chairman,
Chief Executive Officer and Chief Financial Officer (Principal
Executive and Financial Officer), of the effectiveness of the
design and operation of our disclosure controls and procedures as
of September 30, 2003. As of the date of that evaluation, our
Chairman, Chief Executive Officer and Chief Financial Officer
concluded that these disclosure controls and procedures are
effective in timely alerting him to material information relating
to Cadiz (including our consolidated subsidiaries) required to be
included in our periodic Securities and Exchange Commission
filings. There was no significant change in our internal control
over financial reporting that occurred during the most recent
fiscal quarter that materially affected, or is reasonably likely
to affect, our internal control over financial reporting, and no
corrective actions with regard to significant deficiencies or
weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 7 and 8, 2003, ING recorded a series of Notices of
Default and Election to Sell under Deed of Trust in the office of
the San Bernardino County Recorder evidencing a foreclosure
action by ING against the property which was securing our senior
secured loans with ING. ING had declared these senior secured
loans, which then had a maturity date of January 31, 2003, to be
in default in February 2003.
In December 2003, subsequent to the completion of our
comprehensive financial restructuring which included a three year
extension of our loans with ING (See Item 2. Managements
Discussion and Analysis), ING recorded Notices of Rescission in
San Bernardino County whereby ING rescinded, canceled and
withdrew each such Notice of Default and Election to Sell.
See also Item 1 "Legal Proceedings" located in Part II -
"Other Information" included in Cadiz' Quarterly Reports on Form
10-Q for the quarters ended March 31, 2003 and June 30, 2003.
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER
PURCHASES OF EQUITY SECURITIES
During the Quarter ended September 30, 2003, we issued
20,000 shares of common stock at $2.50 per share in consideration
for $50,000 in services. We believe that the transactions
described are exempt from the registration requirements of the
Securities Act by virtue of Section 4(2) of the Securities Act as
the transactions did not involve public offerings, the number of
investors was limited, the investors were provided with
information about us, and we placed restrictions on resale of the
securities.
Page 38
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
A special meeting of the stockholders of Cadiz was held on
August 21, 2003. At the meeting, the stockholders approved an
amendment to our Certificate of Incorporation to effect a reverse
stock split of shares of Cadiz common stock in a ratio of not
less than 1 for 10 and not more than 1 for 50 and authorized the
Board of Directors to determine which, if any, of the reverse
stock split ratios to effect. The stockholders approved the
matter submitted to vote with 36,316,456 votes in favor, 766,037
votes against, 9,946 votes abstaining and no broker non-votes.
On December 11, 2003, the Board of Directors approved a reverse
stock split of 1 for 25 shares of Cadiz' common stock, and the
split became effective on December 15, 2003.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
The following exhibits are filed or incorporated by
reference as part of this Quarterly Report on Form 10-Q.
10.1 Agreement Regarding Employment between
Cadiz Inc. and Keith Brackpool dated July 5, 2003
10.2 Agreement Regarding Satisfaction of Note
Obligations Between Cadiz Inc. and Keith Brackpool
dated July 5, 2003
31.1 Certification of Keith Brackpool, Chairman, Chief
Executive Officer and Chief Financial Officer of
Cadiz Inc. pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
32.1 Certification of Keith Brackpool, Chairman, Chief
Executive Officer and Chief Financial Officer of
Cadiz Inc. pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
B. REPORTS ON FORM 8-K
We filed a report on Form 8-K dated August 22, 2003
reporting that a special stockholders meeting was held on August
21, 2003, and that a majority of our stockholders voted to
authorize the Board of Directors to effect a reverse stock split
of not less than 1 for 10
Page 39
shares and not more than 1 for 50 shares, and to authorize the
Board to have discretion as to the timing and ratio of the stock
split so as to best meet the needs of the Company.
Page 40
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CADIZ INC.
By: /s/ Keith Brackpool November 1, 2004
------------------------------------------ ----------------
Keith Brackpool, Chairman of the Board and Date
Chief Executive and Financial Officer
Page 41