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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITIONAL
REPORTS PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2002
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: 0-18222
RICA FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 87-0432572
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
240 Crandon Boulevard, Suite 150 33149
Key Biscayne, Florida (Zip Code)
(Address of Registrant's Principal
Executive Offices)
Registrant's telephone number, including area code: (305) 365-9694
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
par value $0.001 per share
Indicate by check mark whether the registrant (i) 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 (ii) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the voting and nonvoting common equity held by
non-affiliates of the Registrant, as of the latest practicable date, January 6,
2003, was approximately $4.479,276
The number of shares outstanding of the Registrant's common stock, par value
$0.001 per share (the Common Stock), as of the latest practicable date, January
6, 2003, was 12,864,321. There are no shares of preferred stock of the
Registrant outstanding.
RICA FOODS, INC.
TABLE OF CONTENTS
Page
PART I
Item 1 Business .................................................................. 3
Item 2 Properties ................................................................ 8
Item 3 Legal Proceedings ......................................................... 9
Item 4 Submission of Matters to a Vote of Security Holders .......................
PART II
Item 5 Market for the Registrant's Common Stock and Related Stockholder
Matters ................................................................. 10
Item 6 Selected Financial Data ................................................... 11
Item 7 Management's Discussion and Analysis of Financial Condition and Results
of Operations ........................................................... 12
Item 7A Quantitative and Qualitative Disclosures about Market Risk ................ 21
Item 8 Financial Statements and Supplementary Data ............................... 23
Item 9 Changes in or Disagreements with Accountants on Accounting and
Financial Disclosures ...................................................
PART III
Item 10 Directors and Executive Officers, Promoters and Control Persons ........... 23
Item 11 Executive Compensation .................................................... 26
Item 12 Security Ownership of Certain Beneficial Owners and Management ............ 29
Item 13 Certain Relationships and Related Party Transactions ...................... 30
PART IV
Item 14 Controls and Procedures ................................................... 31
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K ........... 32
PART I
ITEM 1. BUSINESS
Background
Rica Foods, Inc. (the "Company") was incorporated under the laws of the State of
Utah on February 6, 1986 and undertook a public offering of its securities in
1987. In April 1994, the Company changed its state of incorporation from Utah to
Nevada.
Business of the Company
The Company's operations are principally conducted through two, wholly owned
Costa Rican corporations, Corporacion Pipasa, S.A. ("Pipasa") and Corporacion As
de Oros, S.A. ("As de Oros") and their respective subsidiaries. Pipasa, founded
in 1969, is the largest poultry company in Costa Rica with a market share of
approximately 50% of the chicken meat market in Costa Rica, according to
information provided by the Costa Rican Chamber of Poultry Producers, Camara
Nacional de Avicultores de Costa Rica ("CANAVI"). The main activities of Pipasa
include the production and sale of fresh and frozen poultry, processed chicken
products, commercial eggs and concentrate for livestock and domestic animals.
Pipasa has been in the poultry business for more than 30 years with more than 15
years of experience in exports.
As de Oros, founded in 1954, is Costa Rica's second largest poultry producer,
comprising approximately 20% of the country's poultry market, according to
information provided by CANAVI and several Company surveys, and is one of the
leaders in the Costa Rican animal feed market with a market share of
approximately 28%. As de Oros subsidiaries' also operate a chain of 27 fried
chicken quick service restaurants in Costa Rica called Restaurantes As, and Don
Amado, operated by Planeta Dorado, S.A, a Costa Rican corporation.
The Company's subsidiaries own a total of 87 urban and rural outlets throughout
Costa Rica, three modern processing plants and three animal feed plants. Due to
similar business activities, the combined operations of the subsidiaries permit
the Company to achieve operational efficiencies.
The Company promotes its brand names through advertisements and marketing events
and considers its subsidiaries to be among the most recognized Central American
chicken producers, supplying chicken in Costa Rica to Burger King, McDonalds,
Quizno's, Church's Chicken, Denny's, Tony Roma's, Hardee's, Kentucky Fried
Chicken, Pizza Hut franchises, Price Smart, Taco Bell and Gerber Products
companies. In addition, the Company, through its subsidiaries, was selected by
the McDonald's Corporation to be one of its poultry suppliers for all of Central
America.
The Company's subsidiaries do not depend on the sales of only one product but
rather a diversity of products available at a range of prices and presentations,
which represent an important strategic strength of the subsidiaries. The Company
produces and markets over 950 different products to meet consumer demands.
Segments
Information regarding the Company's segments for the last three fiscal years is
set forth in Note 15 to the Company's fiscal year 2002 audited consolidated
financial statements. Such information is incorporated herein by reference. The
following is a brief description of the main business segments of the Company:
Broiler Chicken: Poultry is a popular food item in Costa Rica because of its
easy preparation, nutritional value and low price when compared to other
available meats, according to information provided by the Junta de Fomento
Avicola, a Costa Rican governmental institution. Poultry is a generic product,
consumed at all social levels and is not defined by geographic markets. The
popularity of poultry in Costa Rica extends beyond broiler chicken and includes
chicken by-products, such as sausages and cold cuts. The Company's main brand
names for broiler chicken, chicken parts, mixed cuts and chicken breasts are
Pipasa(TM), As de Oros(TM) and Zaragoza(TM). Polls and consumer information
gathered by the Company indicate that Costa Ricans eat chicken at least once a
week. Chicken is sold to institutional customers, schools, hospitals,
restaurants and small grocery stores.
3
Animal Feed: Animal feed is made with imported raw materials, such as corn and
soybean meal, along with the unused portions of chicken and other vitamins and
minerals. Animal feed is marketed for consumption by cows, pigs, birds, horses
and domestic pets. The Company's animal feed products are sold through the
Ascan(TM), Aguilar y Solis(TM), Kanin(TM), Mimados(TM) and Nutribel(TM) brand
names. Customers for the commercial animal feed brands are mainly large
wholesalers and high scale breeders. This customer group focuses on quality and
price. Products marketed through the Mimados(TM), Kanin(TM) and Ascan(TM) brand
names are targeted towards veterinarians, pet stores and supermarkets and are
sold typically to consumers with medium to higher income levels. The Company is
currently the leader in the animal feed market in Costa Rica, with an
approximate 28% market share.
Chicken By-products: Chicken by-products include sausages, bologna, chicken
nuggets, chicken patties, frankfurters, salami and pate. Chicken by-products are
one of the most profitable segments of the Company. The Company's chicken
by-products are sold through the Kimby(TM), Chulitas(TM), Zaragoza(TM), Pimpollo
(TM) and As de Oros(TM) brand names and are sold to all social and economic
levels. These products are sold mainly in supermarkets, and sales are
predominantly driven by price. The Kimby(TM) brand name is the leading seller of
chicken by-products in Costa Rica.
Exports: Subsidiaries of the Company export different products to all countries
in Central America and the Caribbean and make occasional exports to Hong Kong
and Colombia. The Company exports the majority of its products, including
broiler chicken, animal feed and pet foods.
Quick Service: Corporacion Planeta Dorado, S.A. and subsidiaries ("Restaurants")
operate 27 restaurants located in rural and urban areas throughout Costa Rica,
including express delivery service in some restaurants. This segment is
comprised of quick service restaurants, which offer a diversified menu of
chicken meals. The Restaurants distinguish themselves from other quick service
chains by offering dishes and using recipes and ingredients that appeal to the
taste of consumers in Costa Rica. The quick service restaurant business is
highly competitive in Costa Rica, as several other quick service chains operate
in Costa Rica.
Other: This segment includes sales of commercial eggs, non-recurring sales of
fertile eggs, fertilizers and raw material, among others.
Distribution Network
The Company has a distribution fleet consisting of approximately 260 product
distribution trucks and supervision vehicles. Poultry delivery trucks are
equipped with refrigeration chambers to ensure delivery of fresh products daily,
thus maintaining the Company's reputation for fresh quality products. In
addition, the Company uses independent distributors to deliver larger quantities
of animal feed to some of its customers.
The Company's products are sold throughout Costa Rica, through owned or leased
delivery trucks, urban and rural retail outlets that may also be owned or
leased, supermarket chains and independent distributors. A majority of the total
distribution of the Company's products is conducted through the Company's urban
retail outlets and delivery trucks, with a smaller portion through rural
outlets. The remaining distribution is serviced through the Company's processing
plants. The retail outlets, mostly located in urban areas, are exclusively
dedicated to the sale of the Company's products and most of these outlets are
leased by the Company. As of September 30, 2002, the Company had a customer
database of approximately 26,000 customers who purchase products on a regular
and occasional basis.
Seasonality
The Company's subsidiaries have historically experienced and have come to expect
seasonal fluctuations in net sales and results of operations. The Company's
subsidiaries have generally experienced higher sales and operating results in
the months from October to January, which fall in the first and second quarters
of each fiscal year. This variation is primarily due to holiday celebrations
that occur during these periods in which Costa Ricans prepare traditional meals,
which include dishes with chicken as the main ingredient. The Company expects
this seasonal trend to continue for the foreseeable future.
4
Raw Materials
The primary raw material and main component for the Company's products consists
primarily of corn and soybean meal. Corn and soybean meal purchases represent
approximately 35% of the total cost of goods sold and approximately 60% of raw
material costs. Historically, the Company has been able to obtain a satisfactory
supply of these materials.
The Company imports all of its corn from the United States of America through
the Chicago Board of Trade ("CBOT") and uses commodity futures and forward
purchasing for hedging purposes to reduce the effect of changing commodity
prices on a portion of its commodity purchases. The price of corn and soybean
meal, like most grain commodities, is fairly volatile and requires constant and
daily hedging in order to minimize the effect of price increases on the
Company's profit margin. Changes in the price of corn can significantly affect
the Company's profit margin.
The Company purchases its soybean meal through Industrias Oleaginosas, S.A.
("INOLASA"), a Costa Rican corporation, in which the Company holds a 10% equity
interest. In Costa Rica, there is an applicable 5% tax for soybean meal imports,
which is not levied if such imports are purchased through INOLASA. If for any
reason INOLASA cannot deliver the soybean meal to the Company, the Company can
buy its soybean meal directly from the CBOT. Thus far, the Company has never had
to purchase soybean meal directly from the CBOT.
Customer Relations
The majority of the Company's customers are located in Costa Rica. No single
customer accounted for more than 10% of total consolidated sales, and the
Company believes that the loss of any single customer would not have a material
adverse effect on the Company's business.
Backlog of Orders
As of September 30, 2002, the Company had no material backlog of sales orders.
Competition
Although the Company is significantly larger and better established than any one
of its domestic competitors, the Company believes it does face competitive
pressures. The Company's principal competitors are other vertically integrated
chicken companies domiciled in Costa Rica, who the Company believes have a
market share of approximately 30% of the broiler market. The Company believes
that its experience, economies of scale, and brand recognition are the primary
barriers to entry for other domestic competitors. The Company's local market
share also could potentially be threatened by foreign competition. The Company
believes that the likelihood of a threat by foreign competitors is low for
several reasons. First, the Company has a strong reputation for producing high
quality products at a reasonable price. Additionally, consumers in Costa Rica
prefer fresh chicken to frozen chicken. Due to transportation constraints and
distance, foreign competitors would have to sell frozen chicken if they were to
sell chicken in Costa Rica.
The Agriculture Ministry in Costa Rica together with the private industry sector
of Costa Rica monitors all chicken entering the country to prevent the spread of
Newcastle Disease in Costa Rica. The market in Costa Rica is also assisted by
tariff agreements at the present time. Chicken importers must pay duties as
dictated by the World Commerce Organization ("WCO") (Formerly, General Agreement
on Trade and Tariffs). These agreements were reached at the Uruguay Round of the
GATT negotiations, which are scheduled to end in 2004, after which it is
probable that similar negotiations will continue. The agreements and current
negotiations that are being carried out with the present Costa Rican government
provide quotas and scaled tariffs, and permit only certain broiler chicken cuts
to enter the Costa Rican market.
These agreements provide that for fiscal year 2003, only 1,227 metric tons
("MT") of poultry meat and 143 MT of poultry by-products of whole chicken parts
or chicken derivatives can be imported to Costa Rica from countries outside of
the Central American Common Market. This quota is taxed at a rate of 34% for
poultry, 29% for poultry sausages and 19% for poultry patties. Amounts in excess
of these quotas are subject to a 150% tariff, except for whole chicken, patties
and breast cuts, which are subject to a 40% tariff.
5
Pricing
In Costa Rica, there are no laws against monopolies; however, there are laws
against monopolistic practices. Companies that have a dominant market share in
Costa Rica cannot arbitrarily increase prices in order to take advantage of
market position. Companies also are forbidden to work in conjunction with their
competitors in order to create price collusion. The Company's pricing strategies
have been influenced by the devaluation of the Costa Rican colon, economic
conditions and the supply and demand of the product in the market. Historically,
the Company has consistently increased its sales prices in order to help
mitigate the effect of the devaluation of the colon. The Company believes it has
reliable historical data on consumer reactions with respect to price increases
and uses this information in its strategy to counteract the devaluation of the
colon.
Marketing
The Company has a division dedicated to marketing. The marketing department's
responsibility is to advertise the Company's various products and brand names.
In addition to television and radio advertisements, the Company's distribution
centers promote the Company's brand names by distributing posters, T-shirts and
hats with the Company's logo. In Costa Rica, the Company's brand names commonly
appear on billboards and bus stops. Other marketing techniques used by the
Company include packaging presentations, promotions and sponsoring of special
national events.
Research and Development
The Company conducts continuous research and development activities to improve
the quality of the diet fed to poultry during their growing stage. The annual
cost of such research and development programs is less than one percent of total
consolidated annual sales and is expensed as incurred.
Employee Compensation and Incentives
As of November 2002, the Company employed approximately 3,300 persons.
The Company believes it has good relations with its employees. Private companies
in Costa Rica typically support their own workers' associations instead of
organized unions. These associations offer various benefits for their employees.
The success of the worker's association, Asociacion Solidarista de Empleados de
Rica Foods ("ASERICA"), and the fact that there has never been a strike
at the Company's facilities, reflects the quality of the management team and its
ability to keep the Company's employees satisfied. ASERICA provides certain
recreational facilities, healthcare and pension benefits as well as financial
services to the Company's employees. This association is located on land donated
by Mr. Chaves and is among the largest workers' associations in Costa Rica.
Salaries in Costa Rica are increased twice a year as dictated by the government
in order to counterbalance the effect of inflation and increases in the cost of
living.
At the present time, labor laws in Costa Rica require all companies to make a
severance payment under certain conditions. This law requires all companies in
Costa Rica to make a payment equivalent to 5.6% of an employee's yearly gross
salary for every year of employment up to 8 years of labor, as part of a
severance payment upon the termination of an employee. This benefit is payable
after the employee's death, retirement, or termination without cause. An
employee who resigns voluntarily or is terminated for cause forfeits his right
to any severance benefit. Since 1991, the Company has waived the 8 year limit
dictated by the labor law, and pays severance based on years of service. The
Company is also required by Costa Rican law to deposit an additional 3% of each
employee's yearly gross salary into a pension fund.
The Company deposits every month in ASERICA 5.33% of each employee's yearly
gross salary as part of severance pay, and the employees are required to make a
monthly deposit equivalent to 4% of their monthly salary as part of a savings
program. Every February of each year, ASERICA pays each employee 1.33% of the
5.33% initially deposited. Amounts paid or transferred to ASERICA may not
completely cover the severance payment at the time the employee leaves, since
the severance payment calculation is based on the average of the last 6 months'
salary. Any remaining amount owed by the Company must be settled when the
employee is terminated. As of September 30, 2002, the Company has recorded an
accrual in the amount of approximately $138,000 for future severance payments,
which has been included in accrued expenses. The Company believes this amount
is adequate based on past experience.
6
All employees in Costa Rica are protected by obligatory insurance with the Caja
Costarricense de Seguro Social ("CCSS") and the Instituto Nacional de Seguros
("INS"), which are the government's social security and insurance programs,
respectively. All companies in Costa Rica must pay the CCSS and the INS 21% and
1.74% of each employee's monthly salary, respectively. The CCSS pays 60% of the
employee's normal salary during the periods in which the employee is unable to
work. In addition to these benefits, employees must pay a total of 8% of their
monthly salary to the CCSS in order to receive healthcare, pension and maternity
care benefits, and 1% to the Banco Popular into an obligatory savings account.
Employees of the Company are provided with a profit sharing program. If either
one of the Company's subsidiaries has a successful year and generates profits in
excess of certain budgeted levels, that entity will distribute a percentage of
its net income to its employees. This incentive is calculated monthly and
distributed every two months. The Company encourages its employees to develop a
career with the Company, and accordingly, in conjunction with a local
university, the Company offers preferential rates for its employees. The main
goal of the program is developing the Company's future management team. In
addition, the Company's human resources department offers in-house and outside
training for its employees in various fields, in order to assure quality in all
areas. As of September 30, 2002, the Company had accrued approximately $73,000
for the profit sharing program, which was paid to employees during November
2002.
On May 29, 1998, the Company adopted the 1998 Stock Option Plan (the "Plan").
Under the Plan, 200,000 shares of the Company's Common Stock are reserved for
issuance upon the exercise of options. The plan is designed to serve as an
incentive for retaining and attracting persons and/or entities that provide
services to the Company and its subsidiaries. As of September 30, 2002, there
were no options outstanding under this Plan.
Poultry Raising Process
The poultry raising process starts with the import of one-day old breeder hens
from the United States. These breeder hens produce hens (or "mother hens") that
will either lay commercial eggs or fertile eggs. After approximately 24 weeks
the mother hens reach their egg laying period. Fertile eggs are incubated in
order to produce baby chicks. The hatching period lasts 21 days, which is
divided into 19 days in hatching machines and two days in birth chambers. These
baby chicks are inoculated to prevent diseases. The chicks are then brought to
the Company's own raising house or to grow-out contract farmers who raise the
chicken to full size (for approximately 43 days) and provide basic elements such
as vitamins, formula and a balanced ration of feed.
The grow-out contract farmers are a group of 158 farmers who own their own land
and facilities. These farmers have a long-term contract with the Company to
raise the baby chicks to adult birds. During fiscal year 2002, grow-out contract
farmers supplied approximately 58% of the total number of chickens needed by the
Company. These farmers are paid according to the weight and quality of the
chickens produced and the mortality rate of the chickens raised. The Company
provides veterinary services and offers vaccines and chicken feed to the farmers
at wholesale prices. Regardless of whether the Company or grow-out contract
farmers raise the chickens, they are regularly inspected for immune
deficiencies, vitamin levels and general diseases. By working in conjunction
with these grow-out contract farmers, the Company has greater flexibility to
increase or decrease the number of chickens raised depending on the Company's
growth objectives.
Once the chickens reach the desired weight, they are taken to one of the
processing plants. At the processing plants, the chickens are slaughtered and
the meat packaged or processed to make chicken by-products. The Company believes
that its processing facilities are among the most sophisticated and largest in
the country.
Costa Rica has been declared free of Newcastle Disease, and additionally, the
Company has been implementing the guidelines of the Hazardous Analysis and
Critical Control Points ("HACCP"). HACCP is a prevention-based food safety
system used widely throughout the food industry. It is a tool used to assess
hazards and to establish controls based on the prevention of food contamination.
By identifying critical points in the process flow that could lead to
contamination of food products and applying control measures at each point, the
likelihood of food borne illness is reduced. All new employees are trained as to
the proper procedures required in handling and preparing food.
7
Regulations
The Company's poultry hatcheries and processing plants are subject to regulation
under Costa Rican law regarding cleanliness and health standards. Exports of the
Company's poultry products are regulated in the countries in which the Company
sells its products. The Company has strict sanitary processes in order to
provide consumers with product integrity, safety and quality and is in
compliance with all health regulations.
Environmental Compliance
The Company has been and is practicing appropriate environmental policies such
as reforesting, processing and recycling of waste, producing organic fertilizer,
building oxidation lagoons and sewage treatment plants. The Company's compliance
with environmental laws and regulations relating to the discharge of material
into the environment or otherwise relating to the protection of the environment
has not had a material effect on the Company's financial position and results of
operations. For fiscal year 2002, the Company invested approximately $400,000 in
environmental projects, such as waste treatment facilities and systems to
control dust and noise pollution.
At the present time, the Company is not subject to any material costs for
compliance with any environmental laws in any jurisdiction in which it operates.
However, in the future, the Company could become subject to material costs to
comply with new environmental laws or environmental regulations in jurisdictions
in which it might conduct business. At the present time, the Company cannot
assess the potential impact of any such potential environmental regulations.
ITEM 2. PROPERTIES
The Company conducts its operations through its production facilities and
executive offices, which are all located in Costa Rica. All facilities are owned
by the Company's subsidiaries, Pipasa and As de Oros. The Company owns six
processing plants, two hatcheries, and various other grow-out farms, retail
outlets, and restaurants. Corporate offices of the subsidiaries and most
important processing plants are located in the central valley of Costa Rica.
Grow-out farms are located in urban and rural areas. The Company has pledged
property and equipment of approximately $8.8 million. Each of the Company's five
business segments utilizes all of the Company's primary properties. The
following contains descriptions of the principal facilities:
Production Area
The production area includes the following divisions: Animal Feed Production,
Breeder, Hatcheries, Grow-out division, Broiler Processing, and By-products
Processing. The production capacities are described below:
The Company owns three processing plants for its Animal Feed division. These
plants perform activities that include grinding grains, mixing flour and packing
different types of animal feed products. The facilities have a maximum capacity
to produce an aggregate of approximately 391,500 tons of animal feed annually.
The Breeder division facilities are composed of galleys, which have a maximum
capacity to produce approximately 62 million fertile eggs annually. The breeder
hens are imported from the United States when they are one-day old.
The Hatchery division consists of two incubation plants, which the Company
believes are among the most modern in Central America. The plants' incubation
and hatching halls can be expanded to increase production. The Company expects
that these plants will fulfill production needs for many years. The incubation
facilities produce approximately 43 million chicks annually.
One day after birth, chicks are transferred to the Grow-out division. During
this stage, the chicks receive three types of diet, according to growth
requirements. The growth stage lasts approximately 43 to 45 days. The Company
owns 23 grow-out farms, and leases 158 contracted grow-out farms where owners of
these farms provide service needed to grow the chicks. The Company transfers
these farmers one-day old chicks, animal feed, and provides veterinary services,
technical advice and other services. Once chicks reach a target weight, the
Company pays the farmers an agreed upon fee for the chickens. The facilities
production capacity is approximately 31 million chickens annually, which
includes grow-out farmers.
8
The Broiler division is divided into slaughter and pluck, coolers and retailers,
packing and cuts and sub-products processes. The facilities have a maximum
production capacity of approximately 59 million kilograms annually.
The By-products processing division is divided into sausage, formed, packaging,
oven and cooking areas. The facilities have a maximum production capacity of
approximately 9.8 million kilograms annually.
Distribution
Distribution is conducted through retail outlets in Costa Rica, the majority of
which are leased. There are a total of 27 restaurants, the majority of which are
also leased.
Administrative Area
Administrative offices of the Company are located in Key Biscayne, Florida.
Staff, administrative, and financial headquarters of Pipasa and As de Oros are
located in La Ribera de Belen, Heredia, Costa Rica.
ITEM 3. LEGAL PROCEEDINGS
Pipasa is a defendant in a lawsuit brought in Costa Rica, pursuant to which the
plaintiff in such action is seeking damages in an amount equal to $3.6 million.
Pipasa was served with prejudgment liens for $1.5 million and, with the approval
of the Juzgado Sexto Civil, the court with jurisdiction over the lawsuit,
certain parcels of real estate owned by Pipasa have been substituted for such
liens. This approval was ratified by the Superior Court on November 11, 1999,
and all funds initially attached have been released and returned to Pipasa.
Costa Rica law requires the posting of guarantees by a plaintiff seeking
prejudgment liens and, in connection with this lawsuit, Pipasa has filed
objections to the guarantee filed by the plaintiff. A ruling on these objections
is pending. Pipasa has also filed pleadings in opposition to the underlying
lawsuit; a ruling on these pleadings also remains pending.
In connection with this pending lawsuit, the plaintiff also brought suit against
Pipasa in the State of California and the State of Florida. The California
lawsuit has been dismissed without prejudice. The Florida lawsuit is still
pending and Pipasa's defense is based on, among other things, a lack of personal
jurisdiction in the State of Florida. Interrogatories, Request to Produce
Documents and Request for Admissions have been answered by Pipasa. The Company
and its Chairman, Calixto Chaves, as a non-related third party, were subject to
a Request to Produce Documents to the extent each possesses information and/or
documents related to the case. The Company cannot ascertain the basis of the
claim or the relief sought, but believes the lawsuits are without merit and
intends to assert an appropriate defense. At the present time, neither the
Company nor Pipasa can evaluate the potential impact of this lawsuit on the
financial results of the Company, nor can the Company assess the likelihood of
an unfavorable outcome.
On or about January 8, 2002 Richard W. Baldwin, individually and on behalf of
all others similarly situated, filed a putative class action lawsuit against the
Company, Calixto Chaves, Jose Pablo Chaves, Randall Piedra and Monica Chaves
(collectively the "Defendants"). Specifically, the plaintiffs alleged violations
of Section 10(b) and Section 20(A) of the Securities Exchange Act of 1934 and
Rule 10b-5 promulgated thereunder. The plaintiffs in the Class Actions sought
class certification, compensatory damages, pre-judgment and post-judgment
interest, attorneys' fees and costs and such other relief as the Court might
deem appropriate.
On July 24, 2002, the Court granted the Company's' Motion to Dismiss, without
prejudice. On August 7, 2002, Baldwin filed an Amended Complaint against the
Company and the individual Defendants identified above. On August 12, 2002, the
Company filed a Motion to Dismiss the Amended Complaint. On November 14, 2002,
the Court dismissed, with prejudice, the class action lawsuit.
No legal proceedings of a material nature, to which the Company or the
subsidiaries are a party, exist or were pending during the fiscal year ended
September 30, 2002. The Company, except for the legal proceedings disclosed
above, knows of no other legal proceedings of a material nature pending or
threatened or judgments entered against any director or officer of the Company
in his capacity as such.
The Company is involved in various other claims and legal actions arising in the
ordinary course of business. In the opinion of the Company's management, the
ultimate disposition of these matters will not have a material adverse effect on
the Company's consolidated financial position, results of operations or
liquidity.
9
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the American Stock Exchange ("AMEX")
under the symbol RCF. The following table presented below sets forth the market
price range of the Common Stock for each quarter during the years ended
September 30, 2002 and 2001, based on the high and low closing sale prices as
reported on the AMEX. Such high and low sales prices reflect inter-dealer prices
without retail markup, markdown or commission and may not necessarily represent
actual transactions.
Market Price Range
------------------
High Low
---- ---
Fiscal Year 2002
----------------
First Fiscal Quarter (10/1/01 to 12/31/01) 3.89 1.30
Second Fiscal Quarter (01/1/02 to 03/31/02) 1.50 0.45
Third Fiscal Quarter (04/1/02 to 06/30/02) 1.56 1.00
Fourth Fiscal Quarter (07/1/02 to 09/30/02) 1.02 0.70
Fiscal Year 2001
----------------
First Fiscal Quarter (10/1/00 to 12/31/00) $ 17.44 $ 5.00
Second Fiscal Quarter (01/1/01 to 03/31/01) 5.38 2.40
Third Fiscal Quarter (04/1/01 to 06/30/01) 5.15 2.65
Fourth Fiscal Quarter (07/1/01 to 09/30/01) 4.55 3.60
As of January 6, the Company had 12,811,469 shares of Common Stock outstanding
and approximately 1,500 holders of record of such stock, and no shares of
preferred stock were outstanding as of that date.
Dividends
The Company has never paid any dividends on its Common Stock. The Company does
not anticipate paying cash dividends on Common Stock in the foreseeable future
based on its expected operating cash flow requirements (see Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources). The Nevada General Corporation Law
prohibits the Company from paying dividends or otherwise distributing funds to
its stockholders, except out of legally available funds. The declaration and
payment of dividends on the Company's Common Stock and the amount thereof will
be dependent upon the Company's results of operations, financial condition, cash
requirements, future prospects and other factors deemed relevant by the Board of
Directors. No assurance can be given that the Company will pay any dividends on
Common Stock in the future.
Subsidiaries' Legal Reserve
Current legislation in Costa Rica requires that 5% of annual net income (in
local currency) up to an amount equivalent to 20% of total capital stock be
allocated to a legal reserve. As of September 30, 2002 and 2001, the Company's
Subsidiaries have allocated retained earnings of $2,039,806 and $1,853,159,
respectively, for the creation of a legal reserve.
10
Securities Authorized For Issuance Under Equity Compensation Plans
Number of
Number of securities
---------- ----------
securities to be Weighted- average remaining available
----------------- ------------------ -------------------
issued upon exercise price of for issuance under
------------ ------------------ ------------------
exercise of outstanding equity compensation
------------ ------------ -------------------
outstanding options options plans
------------------- ------- -----
Equity compensation plans approved by security
holders ........................................ 0 n/a 192,400
-------------------- ------------------- ---------------------
Equity compensation plans not approved by
security holders ............................... n/a n/a n/a
-------------------- ------------------- ---------------------
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below should be read in conjunction with
the consolidated financial statements and related notes, Management's Discussion
and Analysis of Financial Condition and Results of Operations and the other
financial information included elsewhere in this Form 10-K. The data as of
September 30, 2002 and 2001 and for the fiscal years ended September 30, 2002,
2001 and 2000, are derived from the Company's audited consolidated financial
statements included elsewhere in this Form 10-K. The data as of September 30,
2000, 1999 and 1998 and for the fiscal years ended September 30, 1999 and 1998
is derived from the Company's audited financial statements not included in this
Form 10-K.
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
(In thousands of U.S. dollars, except share and per share data)
Sales 130,665 127,336 123,628 118,550 98,794
Cost of sales 87,487 86,841 83,757 77,275 71,464
Income from operations 9,908 5,694 6,385 12,427 6,155
Income before income taxes and
minority interest 4,180 1,188 3,725 8,174 3,641
Net income applicable to
stockholders 2,917 1,349 2,889 3,041 1,130
Basic earnings per common share $ 0.23 $ 0.11 $ 0.24 $ 0.43 $ 0.16
Diluted earnings per common share $ 0.23 $ 0.11 $ 0.24 $ 0.42 $ 0.16
Total assets 96,311 97,106 93,082 70,968 63,175
Lon-term debt, net of current portion 16,018 21,890 21,821 21,444 22,559
Basic weighted average number of
shares outstanding 12,811,469 12,810,021 11,874,190 7,122,170 7,078,949
Diluted weighted average number of
shares outstanding 12,811,469 12,810,021 11,878,474 7,269,769 7,113,265
11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
Management is responsible for preparing the Company's consolidated financial
statements and related information that appears in this Form 10-K. Management
believes that the consolidated financial statements fairly reflect the form and
substance of transactions and reasonably present the Company's consolidated
financial condition and results of operations in conformity with generally
accepted accounting principles in the United States of America ("GAAP").
Management has included in the Company's consolidated financial statements
amounts that are based on estimates and judgments, which it believes are
reasonable under the circumstances. The Company maintains a system of internal
accounting policies, procedures and controls intended to provide reasonable
assurance, at the appropriate cost, that transactions are executed in accordance
with the Company's authorization and are properly recorded and reported in the
consolidated financial statements, and that assets are adequately safeguarded.
The Company's operations are primarily conducted through its 100% owned
subsidiaries, Pipasa and As de Oros and their respective subsidiaries. The
Company is the largest poultry company in Costa Rica. As de Oros also owns and
operates a chain of quick service restaurants in Costa Rica operated under the
name Restaurantes As and Don Amado.
Seasonality
The Company has historically experienced and has come to expect seasonal
fluctuations in net sales and results of operations. The Company has generally
experienced higher sales and operating results in the months from October to
January, which fall in the first and second quarters of each fiscal year. This
variation is primarily due to holiday celebrations that occur during these
periods in which Costa Ricans prepare traditional meals that include dishes with
chicken as the main ingredient. The Company expects this seasonal trend to
continue for the foreseeable future.
Fiscal Year 2002 compared to Fiscal Year 2001
For the year ended September 30, 2002, the Company generated net income
applicable to common stockholders of $2,917,291 ($0.23 earnings per share),
compared to $1,348,784 ($0.11 earnings per share) for the year ended September
30, 2001. For fiscal year 2002, net sales increased by 2.61% when compared to
fiscal year 2001, mainly due to increases in the sales of the animal feed,
by-products and export segments. Consolidated segment profit margin has also
increased due to lower production costs as a result of efficiencies due to new
investments in production facilities and equipments made during fiscal years
2001 and 2000.
For 2002, the trend of economic slow down continued from 2001. According to the
Banco Central of Costa Rica ("BCCR"),the Gross Domestic Product increased by
2.8%, which was the same increase experienced in 2001. The inflation rate was
10% for calendar year 2002 compared to 11% for calendar 2001. The devaluation of
the colon with respect to the U.S. dollar reached 10.8% for calendar year 2002,
compared to 7.4% for calendar year 2001. Exports increased 3.5% in calendar year
2002 compared to a decrease of 13.9% for calendar year 2001. External
investments in the country reached approximately $642 million compared to $454
million during 2001. The deficit of the government of Costa Rica increased from
4.3% in 2002 compared to 2.9% in 2001.
12
The following describes the performance by segment (in millions of U.S.
dollars):
Segments: 2002 2001
---- ----
Broiler $ 67.87 $ 70.20
Animal Feed 26.00 24.62
By-Products 14.78 13.74
Exports 7.94 6.18
Quick Service 5.58 6.47
Other 8.50 6.13
-------- -------
Total net sales 130.67 127.34
-------- -------
Broiler 16.89 14.74
Animal Feed 3.40 2.82
By-Products 2.68 2.02
Exports 0.80 0.45
Quick Service 0.06 0.36
Other 0.13 0.64
-------- -------
Gross profit less selling expenses 23.96 21.03
-------- -------
General and administrative expenses and
goodwill amortization 14.05 15.34
Other non-operating expenses 5.73 4.50
-------- -------
Income before taxes and minority
interest $ 4.18 $ 1.19
======== =======
The Company uses segment profit margin information to analyze segment
performance, which is defined as gross profit less selling expenses as a
percentage of sales, since selling expenses and costs have a direct effect on
sales per segment.
Broiler sales decreased by 3.3%, mainly due to a 5.7% decrease in volume. The
Company believes this decrease is mainly due to a relative reduction in consumer
purchasing power due to economic conditions in Costa Rica, which causes a
reduction in the consumption of Broiler Chickens. The profit margin of this
segment increased from 21.0% to a 24.9%, mainly due to production efficiencies
and better distribution logistics, which resulted in lower costs.
Animal Feed sales increased by 5.6% for fiscal year 2002 when compared to fiscal
year 2001, which reflects a relative increase in volume and per unit sales
prices. Segment profit increased from 11.5% for fiscal year 2001 to 13.1% for
fiscal year 2002, mainly due to a shift in product mix to more profitable
products, production efficiencies and change to more efficient distribution
logistics.
By-product sales increased by 7.6% for fiscal year 2002 when compared to fiscal
year 2001, mainly due to relative increase in volume and per unit sales prices.
Production efficiencies and a change in the product mix to more profitable
products also contributed to an increase in segment profit from 14.7% for fiscal
year 2001 to 18.1% for fiscal year 2002.
Export sales increased by 28.5% for fiscal year 2002 when compared to fiscal
year 2001, mainly due to an increase in sales of extruded feed and pellet feed,
pet foods and baby chicks. This increase was partly offset by a decrease in the
exports of broiler chickens, but not other chicken related products, to
Honduras. Since March 2002, exports to the country of Honduras have been
suspended due to a Honduran restriction on the import of broiler chickens. The
Company is working with Governmental authorities in Costa Rica to reestablish
broiler chicken exports to Honduras. Profit margin increased from 7.3% for
fiscal year 2001 to 10.1% for fiscal year 2002, mainly due to a variation in the
product mix to more profitable products.
Quick service sales decreased by 13.8% for fiscal year 2002 when compared to
fiscal year 2001, mainly due to strong market competition. The Company believes
that strong market competition also resulted in a decrease in profit margin from
5.6% to 1.1%.
13
Sales for the other products segment increased by 38.7% for fiscal year 2002
when compared to fiscal year 2001, mainly due to an increase in the sale of raw
material. Profit margin decreased from 10.4% for fiscal year 2001 to a 1.5% for
fiscal year 2002, mainly due to variations in the sales mix to less profitable
products.
Operating expenses decreased by 4.4% or $1.53 million for fiscal year 2002 when
compared to fiscal year 2001. The decrease was mainly due to the discontinuation
of the amortization of goodwill in fiscal year 2002. General and Administrative
and Selling expenses decreased mainly due to the Company's effort to improve
efficiencies and adopt cost reduction measures. Operating expenses represented
25.5% and 27.3% of net sales for fiscal years 2002 and 2001, respectively.
For fiscal year 2002, non-operating expenses increased by 27.1%, mainly due to
an increase in the devaluation rate in Costa Rica, which resulted in an increase
in the foreign exchange loss, and the absence of offsetting gains from the sale
of fixed assets in fiscal year 2002 when compared to fiscal year 2001.
The Company's income tax expense was $1,041,596 for fiscal year 2002, compared
to a benefit of $390,833 for fiscal year 2001. Effective rates for fiscal years
2002 and 2001 were 24.9% and -32.9%, respectively. The variation is mainly due
to the elimination of significant tax benefits in Costa Rica and an increase in
taxable income for fiscal year 2002. During 2001, the government of Costa Rica
enacted changes in the income tax law, applicable for fiscal years ending after
September 30, 2001. Such changes provide, among other things, the elimination of
the restatement of property, plant and equipment, thereby significantly reducing
the related tax depreciation; and elimination of the one-time deduction
equivalent to 50% of the prior year's investment in property, plant and
equipment to be used in agricultural and industrial activities.
For September 30, 2002 and 2001 the Company established a full valuation
allowance for the tax depreciation resulting from the restatement of property,
plant and equipment. The Company believes that it is more likely than not that
this depreciation will continue to be deductible in the future, and has
therefore, recorded a full valuation allowance.
The Company also included the effect of net operating loss carry forwards
related to operations in the United States to determine the valuation allowance
for 2002 and 2001. Management believes that it is more likely than not that
these net operating losses will not be utilized in the future, based on the
projected financial performance of Rica Foods, Inc. in the United States.
Fiscal Year 2001 Compared to Fiscal Year 2000
The Company's operations resulted in a $0.11 diluted earnings per share for the
fiscal year ended September 30, 2001, as compared to a $0.24 diluted earnings
per share during the fiscal year ended September 30, 2000. Results of operations
for fiscal year 2001, when compared to fiscal year 2000, were negatively
impacted by adverse economic factors that have affected Costa Rica, as well as
North and Central America. According to information issued by the BCCR,
commodity exports for Costa Rica for the year ended September 30, 2001 decreased
by 18.97% when compared to the year ended September 30, 2000. This decrease was
mainly due to the economic slow-down in the United States, which according to
information issued by the BCCR, purchased 52.5% of total exported commodities
during fiscal year 2000. Other external factors that have negatively impacted
the Costa Rican economy include increases in the international price of oil,
decrease in international prices of coffee and banana and investments from
external sources during fiscal year 2000, which has continued through fiscal
year 2001 according to information issued by the Ministry of Foreign Commerce of
Costa Rica. However, the Costa Rican economy has recently experienced positive
factors such as a devaluation rate of only 6.77% for the year ended September
30, 2001, which had been the lowest since March 1994, according to information
issued by the BCCR, while variations in the inflation rate during the same
period have been below the average for the same period.
In response to the adverse economic outlook, the Costa Rican government has
lowered interest rates beginning in 2001 in an effort to increase consumption,
investment and employment rates, and has implemented a plan to promote the
development of small and medium sized companies in Costa Rica. Additionally, the
current government plans to continue to keep increases in devaluation rates
within normal parameters.
The decrease in the Costa Rican consumer's purchasing power affects the overall
demand for goods and services in Costa Rica, including the demand for the
Company's products. As a result, sales for some segments of the Company, mainly
the broiler and by-products segments, fell short of expectations. In response,
the Company has
14
temporarily lowered the sales price of certain products, mainly in the broiler
and by-products segments, and shifted its product mix to include lower priced
products which, in the aggregate, have contributed to lower sales for fiscal
year 2001, than those that were budgeted for the Company. During the quarter
ended September 30, 2001, the Company increased sales prices of those products
directed towards customers with higher purchasing power, which resulted in an
increase in sales and profit ratios. The Company plans to increase its sales
prices periodically during the next fiscal year, depending on the economic
outlook of the Company.
Broiler sales decreased by 4.5% for fiscal year 2001 when compared to fiscal
year 2000. The decrease is attributable to a reduction in sales volume of 3.5%,
in addition to temporary decreases of sales prices of certain products offered
by the Company during this period. The decrease in profit margin due to
discounts was offset by operating efficiencies in the production process.
Segment profit margin did not vary significantly, increasing from 20.5% to
21.0%.
Animal feed sales increased by 9.8% for fiscal year 2001 when compared to fiscal
year 2000. The increase is attributable to an increase in sales volume of 6.5%,
primarily in the pet food and pellet line of products, resulting from an
increase in market share and increase in sales of higher profit products.
Segment profit margin increased from 10.9% for fiscal year 2000 to 11.5% for
fiscal year 2001, mainly due to operating efficiencies as a result of capital
investments and a shift in the product mix to higher profit products.
Sales of by-products increased by 17.5% for fiscal year 2001 when compared to
fiscal year 2000. This increase was primarily due to a sales volume increase of
29.9%, offset by temporary decreases of sales prices for some products offered
by the Company. Sales for fiscal 2001 include sales of the new Zaragoza brand
name. The temporary decrease in sales prices offered, variations in the sales
mix to include more lower profit products and an increase in the cost of raw
materials contributed to a decrease in the segment profit margin from 23.1% for
fiscal 2000 year to 14.7% for fiscal year 2001.
Export sales increased by 35.5% for fiscal year 2001 when compared to fiscal
year 2000, mainly due to increased sales of broilers to Honduras, fertile eggs,
pet food products and live chicks. Segment profit margin increased from 0.4% to
7.3% due to lower operating expenses and variations in the sales mix to more
profitable products and increases in the sales volume.
Sales for the quick service segment continue to be negatively affected by
greater competition and market saturation. Sales for fiscal year 2001 decreased
by 19.4% when compared to fiscal year 2000. Segment profit margin increased from
4.1% for fiscal year 2000 to 5.6% for fiscal year 2001, mainly due to an
increase in operating efficiencies and lower production costs.
Sales for the other segments increased by 77.7% for fiscal year 2001 when
compared to fiscal year 2000. This increase is attributable to the increase in
the sale of commercial eggs. Segment profit margin decreased slightly from 11.0%
for fiscal year 2000 to 10.4% for fiscal year 2001, primarily due to variations
in the sales mix. Sales of other products represented 4.8% and 2.8% of total net
sales for the years ended September 30, 2001 and 2000, respectively.
Operating expenses increased by 3.9% for fiscal year 2001 when compared to
fiscal year 2000. Operating expenses represent 27.1% of net sales for the years
ended September 30, 2001 and 2000. The increase is primarily due to general
increases in professional services, advertising, employee payroll in accordance
with the Company's policies, increase in vehicle leasing as a result of new
distribution routes and the substitution of old vehicles, offset by lower
operating expenses from the quick service and export segments.
Other expenses increased by 69.4% for fiscal year 2001 when compared to fiscal
year 2000. The increase is primarily due to an increase in interest expense and
foreign exchange losses resulting from an overall increase in debt.
The Company's income tax resulted in a benefit of $390,833 for fiscal year 2001,
compared to an expense of $80,223 for fiscal year 2000. The tax benefit for
fiscal year 2001 is the result of deferred income taxes. The benefit is mainly
the result of temporary differences recognized between the financial statement
and tax basis.
15
Financial condition
As of September 30, 2002, the Company had $2.73 million in cash and equivalents.
The working capital deficit was $9.78 million and $10.31 million as of September
30, 2002 and 2001, respectively. The current ratios were 0.79 and 0.76 as of
September 30, 2002 and 2001, respectively.
Cash provided by operating activities amounted to approximately $6.29 million
and $4.01 million for fiscal years 2002 and 2001, respectively. The increase is
mainly due to increases in net income and accounts payable, partly offset by
increases in accounts receivables and inventories. Due to the Company's
increased use of vendor financing in lieu of credit facilities, accounts payable
balances have increased as inventory balances have increased.
Funds used for investing activities for fiscal year 2002 totaled approximately
$6.09 million, compared to $8.80 million for fiscal year 2001. The Company
invested $5.0 million in property, plant and equipment for fiscal year 2002,
compared to $8.40 million for fiscal year 2001. Historically, the Company has
made significant capital investments in property, plant and equipment in order
to obtain operating efficiencies, allow expansion into international markets and
develop new products. As a result, capital expenditures for fiscal year 2002 are
primarily related to replacing equipment. In June 2002, the Company
sold assets for approximately $2 million, which was originally acquired with
external financing. This sale was used as a financial strategy to decrease
outstanding debt. During fiscal year 2002, the Company also invested in other
assets of strategic importance. Although the book value of the Company's
property, plant and equipment has decreased since September 30, 2001, the
Company believes the productive capacity has not been materially impacted. The
book value of property, plant and equipment decreased mainly as a result of
translation adjustment, depreciation, and retirement or sale of assets.
Cash used for financing activities for fiscal year 2002 amounted to $4.41
million compared to cash provided by financing activities amounting to $3.35
million during fiscal year 2001. In the fiscal year ended September 30, 2002,
the Company retired $27.6 million and $10.1 million of short-term and long-term
debt, respectively, and incurred $26.5 million and $6.1 million of new
short-term and long-term debt, respectively.
The Company owns virtually all of the property, plant and equipment it uses in
its production facilities and financial headquarters in Costa Rica, of which
some assets are pledged as security for the credit facilities described below
aggregating to $6.9 million. In addition, $1.9 million of assets are being
pledged as collateral for Polaris litigation. The Company leases or rents
virtually all of the assets it uses in its distribution and retail operations.
The Company has operating leases for vehicles, cooling equipment and building
facilities for its restaurants and retail outlets
The Company has been reliant and continues to rely upon cash from operations,
short-term bank lines of credit, vendor financing, and long-term debt to provide
cash to finance its operational, investing and financial activities.
Short-Term Debt
As of September 30, 2002, the Company had arranged 11 short-term lines of credit
and commitments (the "Lines of Credit") with banks and raw material suppliers
for a maximum aggregate principal amount of $25.8 million, of which $23.2
million has been utilized.
As of September 30, 2002, Notes payable amounted to $17.1 million, and are due
from October 2002 through September 2003 and bear annual interest at rates
ranging from 4.53% to 11.50% in U.S. dollars and from 16.2% to 20.0% in Costa
Rican colones. As of September 30, 2002, Lines of Credit with a maximum
principal balance of $7.04 million were secured by property with an estimated
market value of approximately $2.14 million. The other Lines of Credit are not
secured by assets of the Company.
As of September 30, 2002, $7.27 million of the Lines of Credit with raw material
suppliers are included in accounts payable on the Company's balance sheet.
Long-Term Debt
As of September 30, 2002, Long-term debt amounted to $24.2 million of which $8.2
million in principal amount was due in the short-term. As of September 30, 2001,
Long-term debt amounted to $28.1 million, of which $7.2 million in principal
amount was due in the short-term. Long-term debt is primarily denominated in
U.S. dollars and bears interest at rates that range from 2.47% to 11.96% in U.S.
dollars and 24.00% to 24.5% in colones. As of September 30, 2002, Long-term debt
amounting to $4.9 million was secured by property valued at $4.8 million.
16
As of September 30, 2002, the Company had long-term line of credit agreements
with banks for a maximum aggregate amount of $3.2 million, of which $1.7 million
had been drawn, bearing interest rates of 8.75% and 10.83%, and are unsecured.
Bank loans are due from November 2002 to October 2008.
As a general practice in Costa Rica, banks require high-ranking executives of
the companies to serve as guarantors of loans. Accordingly, Mr. Calixto Chaves
and/or Mr. Jorge Quesada personally guaranteed (the "Guarantee Services") the
repayment of Lines of Credit, and the Short and Long-Term Bank Lines. As of
September 30, 2002, Mr. Chaves and Mr. Quesada had provided Guarantee Services
with respect to bank lines with a maximum principal balance of $27,279,083 and
$13,349,083, respectively. The Company believes that it is, and in the near
future will be substantially dependent on Mr. Chaves, Mr. Quesada, or another
third party to provide the Guarantee Services in order for the Company to secure
financing on terms comparable to the terms provided by the Lines of Credit and
Long-Term Bank Lines. Neither Mr. Chaves nor Mr. Quesada have an obligation to
provide Guarantee Services to the Company in the future.
During the first quarter of 1998, the Company completed a private placement with
Pacific Life Insurance Company ("PacLife") of $20 million in notes payable
bearing an annual interest rate of 11.71%, (11.96% beginning in January 2001)
and comprised of $8 million in Series A Senior Notes and $12 million in Series B
Senior Notes (collectively, the "Notes"). The Notes are not secured by the
Company's assets. However, Pipasa and As de Oros serve as guarantors of the
Notes. The principal amount of the Notes is payable in five consecutive annual
installments of $4 million each commencing January 15, 2001. Interest is payable
semiannually on the unpaid balance until the principal amount is paid in full.
In connection with the issuance of the Notes, the Company entered into certain
negative covenants (the "Negative Covenants") in favor of PacLife. More
specifically, among other things, the Company covenanted to refrain from
participating in any material transaction, except transactions in the ordinary
course of business with arms-length terms with any person (other than a
subsidiary) which directly or indirectly through one or more intermediaries
controls, is controlled by, or is in common control with the Company. The
Company further agreed that it would not incur additional debt unless that ratio
of the Company's consolidated total debt to the Company's consolidated earnings
before interest, taxes, depreciation, and amortization ("EBITDA") was less than
3 to 1. (the "New Debt Covenant"). Likewise, the Company agreed to restrict its
subsidiaries from incurring any additional debt unless the sum of (i) the total
debt outstanding of all subsidiaries and (ii) debt secured by liens does not
exceed .5 times the Company's EBITDA (the "Subsidiary Debt Covenant"). The
Company also covenanted that it would not create or incur any lien securing its
consolidated total debt unless the sum of (i) the debt secured by such liens and
(ii) the debt incurred by the Company's subsidiaries pursuant to the Subsidiary
Debt Covenant would not exceed .5 times the Company's consolidated earnings
before interest, taxes, depreciation, and amortization and the debt could be
incurred by the Company pursuant to the New Debt Covenant. The Notes contain a
provision requiring the Company to pay PacLife a fee in the event the Notes are
satisfied prior to their scheduled maturity.
The Company has paid PacLife all principal and interest due under the Notes in
accordance with the term of the Notes.
As of January 14, 2002, the Company obtained a waiver of certain possible
breaches of the Negative Covenants contained in the amended and restated note
purchase agreement dated December 28, 2001, among Rica, Pipasa, As de Oros, and
PacLife (the "Amended Agreement"). The potential breaches did not involve any
payment violation. The Company has made all required payments to PacLife,
including a payment of $4.96 million of principal and interest in January 2002
and a payment of $750,000 of interest in July 2002. In addition, the Company
expects to make the next required principal and interest payment of $4.7 million
by January 15, 2003. Thereafter, the principal amount of Notes will be reduced
to $8 million.
As of September 30, 2002 and December 31, 2002, the Company had regained
compliance with the provisions of all except one of the Note's covenants
regarding transactions with affiliates (the "Affilitate Covenant"). However,
PacLife has granted the Company a conditional waiver with respect to the
Company's breach of the Affiliate Covenant. As a condition to the waiver, the
Company has agreed that the aggregate amount of the loans to affiliates shall
not be increased at any time, and, if any of such loans are repaid, neither the
Company nor any of its subsidiaries shall make any additional affiliate loans.
17
Obligations under short-term and long-term debt and operating leases as of
September 30, 2002 are as follows:
Payments due by Period
----------------------
Total Less than 1 Year 1-3 years 4-5 years
----- ---------------- --------- ---------
Short-term debt $ 17,074,336 $ 17,074,336 $ - $ -
Long-term debt 24,209,090 8,190,702 14,948,084 1,070,304
Leases 1,778,467 1,337,982 440,485 -
------------ ------------ ------------ ----------
Total $ 43,061,893 $ 26,603,020 $ 15,388,569 $1,070,304
The Company projects that it will need to satisfy at least $26.6 million of
short-term debt, long-term debt and capital lease payments within the fiscal
year ended September 30, 2003. The Company also projects that it will seek to
acquire the use of additional $6 million of property, plant and equipment within
fiscal 2003, the use of which equipment may be secured by purchase or lease.
Aside from cash generated from operations and the financing sources previously
described, the Company has not secured financing to satisfy the Company's
projected capital needs.
The Company expects to continue to generate cash from operations and has been
seeking to conserve its capital resources by leasing and renting items of
property, plant and equipment. The Company has used lines of credit as a means
of financing for more than 25 years, and has historically been able to increase
limits on its lines of credit when necessary.
Although the Company has been exploring more cost efficient and longer term
sources of capital, the Company has not yet secured an alternative long-term
financing source that would insulate it from the risks associated with a loss of
one of its relatively short-term capital sources. Nevertheless, management
expects that there will be sufficient resources available to meet the Company's
cash requirements for the next 12 months.
Potential Acquisitions
The Company is continuing to explore the acquisition of majority of the
outstanding common stock of Industrias Avicolas Integradas, S.A. ("Indavinsa"),
and Avicola Core Etuba Ltda. ("Core"), both engaged in the production and
distribution of poultry. The Company is closely evaluating the performance of
these companies to determine if, when and how the Company should integrate its
business with the acquisition targets, and has postponed indefinitely
investments in these two companies.
As with any business acquisition, there can be no assurance that the Company
will close these acquisitions and there can be no assurance that these
acquisitions efforts will prove to be beneficial to the Company. Even if the
Company's board of directors, audit committee and management team believe the
Company should pursue a development or acquisition opportunity and successfully
negotiate the contracts critical to such venture, the Company anticipates that
it may be required to seek the consent of PacLife and potentially certain other
third parties before initiating development efforts or concluding an
acquisition. The Company will continue to evaluate financial performance and
giving the necessary collaboration in order to obtain the necessary judging
elements to arrive to a definite decision.
Critical Accounting Policies
The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require the
Company to make estimates and assumptions. The Company believes that of its
significant accounting policies (see Note 1 to the Company's audited
consolidated financial statements), the following may involve a higher degree of
judgment and complexity.
Impairment of long-lived assets and goodwill: The Company assesses long-lived
assets for impairment whenever events and circumstances indicate that the
carrying value of an asset may not be recoverable from the estimated future cash
flows expected to result from its use and eventual disposition. If impairment
indicators are present, the Company must measure the fair value of the assets in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 144
"Accounting for the Impairment or Disposal of Long-lived Assets" to determine if
adjustments are to be recorded. Management must make assumptions regarding
estimated future cash flows and other factors to determine the fair value of the
respective asset.
18
Although to date the Company's assessment has not required it to record any
impairments of long-lived assets, if the estimates and assumptions used to make
such assessment should change in the future, the Company could be required to
record impairment charges. On October 1, 2001, the Company adopted SFAS No. 142,
"Goodwill and Other Intangible Assets," and was required to assess its goodwill
for impairment issues upon adoption, and then at least annually thereafter.
During the year ended September 30, 2002, the Company was not required to record
any impairment losses related to goodwill and other intangible assets.
Contingent liabilities: We account for contingencies in accordance with SFAS No.
5, "Accounting for Contingencies". SFAS No. 5 requires that we record an
estimated loss from a loss contingency when information available prior to
issuance of our financial statements indicates that it is probable that a
liability has been incurred at the date of the financial statements and the
amount of the loss can be reasonably estimated. Management's judgment is based
on a review of all cases brought against it in collaboration with the Company
internal and external legal council to determine the amount of any claims and
the likelihood that such claim will be successful. Accounting for contingencies
such as environmental and legal matters requires us to use our judgment. The
outcome of some of these cases and the monetary or other awards can be very
difficult to estimate, so that an error in the estimate can have very
significant, but unpredictable effects on the Company. As of September 30, 2002,
the Company performed an analysis of these contingencies and estimated that no
reserve was required.
Provision for severance pay: At the present time, labor laws in Costa Rica
require all companies in Costa Rica to make a payment equivalent to 5.6% of an
employee's yearly gross salary for every year of employment, as part of a
severance payment upon the termination of an employee. The Company deposits
every month 5.33% of each employee gross salary, of which 1.33% is paid every
February of each year, and the remaining 4% deposited in ASERICA is paid upon
termination. Amounts paid or transferred to ASERICA may not completely cover the
severance payment at the time the employee leaves, since the severance payment
calculation is based on the average of the last 6 months' salary. Any remaining
amount owed by the Company must be settled when the employee is terminated. As
of September 30, 2002, the Company has accrued approximately $138,000 for future
severance payment which is included in accrued expenses. The Company believes
the amount is adequate based on past experience. The Company must assess the
adequacy of the provisioned amount, which is estimated using historical
experience and other critical factors. The assumptions used to arrive at
provisioned amounts are reviewed regularly by management. However, actual
expenses could differ from these estimates and could result in adjustments to be
recognized.
Income taxes: The Company accounts for income taxes in accordance with SFAS No.
109, "Accounting for Income Taxes". Under SFAS No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying amount of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. SFAS No. 109 also requires that deferred tax assets be
reduced by a valuation allowance if it is more likely than not that some portion
or all of the deferred tax asset will not be realized. In assessing a valuation
allowance for a deferred tax asset, the Company estimates future taxable income
and provides a valuation allowance when it is more likely than not to be
recovered. Future taxable income could be materially different than amounts
estimated, in which case the valuation allowance would need to be adjusted. As
of September 30, 2002 and 2001, the Company had valuation allowances amounting
to $2,921,271 and $3,646,594, respectively.
Allowance for doubtful accounts: The allowance for doubtful accounts reflects
estimated losses resulting from the inability to collect required payments from
our customers. The allowance for doubtful accounts is based on management's
review of the overall condition of accounts receivable balances and review of
significant past due accounts. If the financial condition of our customers were
to deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.
Inventory: Inventories are stated at the lower of cost or market and their cost
is determined using the weighted-average method, except for inventories in
transit, which are valued at specific cost. The costs associated with breeder
hens during their growth period are capitalized as inventories until they reach
their production stage, which is approximately 20 weeks after they hatch.
Capitalized costs are amortized over the productive life of the hens utilizing
the unit of production method. The productive life of hens is estimated based on
historical data. Finished products, raw materials and other supplies are
regularly evaluated to determine that market conditions are correctly reflected
in their recorded carrying value. An inventory obsolescence provision is
provided based upon conditions such as aged products, low turnover, or damaged
or obsolete products.
19
Property, plant and equipment: Property, plant and equipment are recorded at
cost. Property plant and equipment acquired through purchase method accounting
reflect market value at the date of acquisition. Management must evaluate
whether improvements to property, plant and equipment that extend their useful
lives are capitalized or expensed. The Company uses the straight-line method
over the estimated useful live. Useful lives assigned to depreciable assets are
based on guidelines used for manufacturing companies.
Impact of Recently Issued Accounting Standards
Effective July 1, 2001 and January 1, 2002, the Financial Accounting Standard
Board ("FASB") issued SFAS No. 141, "Business Combinations", and SFAS No. 142,
"Goodwill and Other Intangible Assets," respectively. SFAS No. 141 requires all
business combinations entered into after June 30, 2001 to be accounted for under
the purchase method and specifies the types of acquired intangible assets that
are required to be recognized and reported separate from goodwill. The Company
elected to early adopt the provisions of SFAS No. 142 effective October 1, 2001.
SFAS No. 142 requires that goodwill and intangible assets with indefinite lives
no longer be amortized, but instead tested for impairment at least annually and
written down with a charge to operations when the carrying amount exceeds the
estimated fair value. The cost of intangible assets with determinable useful
lives continues to be amortized over the useful lives of the assets. In
connection with the transition provisions for adopting this standard, the
Company performed a transitional impairment test using discounted cash flows and
found no impairment. In accordance with SFAS No. 142, the Company discontinued
the amortization of goodwill and indefinite-lived intangible assets effective
October 1, 2001. Had the provisions of SFAS No. 142 been in effect during fiscal
years 2001 and 2000, a reduction of amortization expense and an increase in net
income of $787,535 and $953,828 or an increase of $0.06 and $0.08 per share,
respectively, would have been recorded.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which addresses the financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company adopted SFAS No. 143 on October
1, 2002 and does not expect it to have a material impact on the Company's
financial position, results of operations or cash flows.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 replaces SFAS No. 121, "Accounting
for the Impairment of Long-Lived assets and for Long-Lived Assets to Be Disposed
Of," and establishes a single accounting model for the impairment or disposal of
long-lived assets, including discontinued operations. SFAS No. 144 requires that
long-lived assets to be disposed of by sale, including those of discontinued
operations, be measured at the lower of carrying value or fair value less costs
to sell, whether reported in continuing operations or in discontinued
operations. Discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet been incurred.
SFAS No. 144 also broadens the reporting of discontinued operations to include
all components of an entity with operations that can be distinguished from the
rest of the entity and will be eliminated from the ongoing operations of the
entity in a disposal transaction. The Company adopted SFAS No. 144 on October 1,
2002 and does not expect it to have a material effect on the Company's financial
position, results of operations or cash flows.
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that the
guarantor recognize, at the inception of certain guarantees, a liability for the
fair value of the obligation undertaken in issuing such guarantee. FIN 45 also
requires additional disclosure requirements about the guarantor's obligations
under certain guarantees that it has issued. The initial recognition and
measurement provisions of this interpretation are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002 and the
disclosure requirements are effective for financial statement periods ending
after December 15, 2002. The Company does not expect the adoption of FIN 45 will
have a material impact on its financial position, results of operations or cash
flows.
20
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF
SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
The Company and its representatives may, from time to time, make written or oral
forward-looking statements with respect to their current views and estimates of
future economic circumstances, industry conditions, company performance and
financial results. These forward-looking statements are subject to a number of
factors and uncertainties which could cause the Company's actual results and
experiences to differ materially from the anticipated results and expectations
expressed in such forward-looking statements. The Company cautions readers not
to place undue reliance on any forward-looking statements, which speak only as
of the date made. Among the factors that may affect the operating results of the
Company are the following: (i) fluctuations in the cost and availability of raw
materials, such as feed grain costs in relation to historical levels; (ii)
market conditions for finished products, including the supply and pricing of
alternative proteins which may impact the Company's pricing power; (iii) risks
associated with leverage, including cost increases attributable to rising
interest rates; (iv) changes in regulations and laws, including changes in
accounting standards, environmental laws, occupational and labor laws, health
and safety regulations, and currency fluctuations; and (v) the effect of, or
changes in, general economic conditions.
This management discussion and analysis of the financial condition and results
of operations of the Company may include certain forward-looking statements,
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including,
without limitation, statements with respect to anticipated future operations and
financial performance, growth and acquisition opportunity and other similar
forecasts and statements of expectation. Words such as expects, anticipates,
intends, plans, believes, seeks, estimates, should and variations of those words
and similar expressions are intended to identify these forward-looking
statements. Forward-looking statements made by the Company and its management
are based on estimates, projections, beliefs and assumptions of management at
the time of such statements and are not guarantees of future performance. The
Company disclaims any obligations to update or review any forward-looking
statements based on the occurrence of future events, the receipt of new
information or otherwise.
Actual future performance outcomes and results may differ materially from those
expressed in forward-looking statements made by the Company and its management
as a result of a number of risks, uncertainties and assumptions. Representative
examples of these factors include, without limitation, general industrial and
economic conditions; cost of capital and capital requirements; shifts in
customer demands; changes in the continued availability of financial amounts and
the terms necessary to support the Company's future business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
General
Market risks relating to the Company's operations result primarily from changes
in currency exchange rates, interest rates and commodity prices. The sections
below describe the Company's exposure to interest rates, foreign exchange rates
and commodities prices. The sensitivity analyses presented below are
illustrative and should not be viewed as predictive of future financial
performance. Additionally, the Company cannot assure that the Company's and/or
its subsidiaries' actual results in any particular year will not differ from the
amounts indicated below.
Foreign Exchange Risk
The subsidiaries of the Company operate in Costa Rica and are exposed to market
risk from changes in U.S. currency exchange rates. Foreign exchange risk derives
from the fact that the Company makes its payments in U.S. dollars for the
majority of its imported raw materials and bank facilities, and its revenues are
mostly denominated in colones. The Company does not currently maintain a trading
portfolio and does not utilize derivative financial instruments to manage such
risks. To mitigate its exposure to variations in devaluations, the Company
periodically increases sales prices of some of its products during the year,
varies the product mix to those with higher profit and seeks efficiencies in its
costs. In addition, the company seeks to increase its exports sales. For fiscal
year 2002, export sales increased by 28.48% when compared to fiscal year 2001.
21
The exchange rate between the colon and the U.S. dollar is determined in a free
exchange market, supervised by the Banco Central de Costa Rica (Banco Central).
For the last 20 years, Banco Central has utilized the crawling peg method
whereby the colon is devalued daily on a systematic basis.
As of September 30, 2002, the Company had outstanding indebtedness of
approximately $41.5 million denominated in U.S. dollars. The potential foreign
exchange loss resulting from a hypothetical 10% increase during the year in the
devaluation of the colon/dollar exchange rate would be approximately $408,000.
This loss would be reflected in the balance sheet as increases in the principal
amount of its dollar-denominated indebtedness and in the income statement as an
increase in foreign exchange losses, reflecting the increased cost of servicing
dollar- denominated indebtedness. This analysis does not take into account the
positive effect that the hypothetical decline would have on accounts receivable
and other assets denominated in U.S. dollars.
Interest Rate Risk
As of September 30, 2002, the Company had outstanding a total of approximately
$41.5 million in loans and other debt, of which $29.5 million bore variable
interest rates, based primarily on LIBOR or U.S. Prime Rate for its colones and
dollar-denominated indebtedness. A hypothetical, simultaneous and unfavorable
change of 10% in the Company's variable rate in effect as of September 30, 2002
would result in a potential increase in interest expense of $309,000. The
sensitivity analysis model may overstate the impact of the Company's interest
rate risk, as uniform increases of all interest rates applicable to its
financial liabilities are unlikely to occur simultaneously.
Commodity Risk
The Company imports all of its corn and soybean meal, the primary ingredients in
chicken feed, from the United States. Fluctuations in the price of corn may
significantly affect the Company's profit margin. The price of corn and soybean
meal, like most grain commodities, is fairly volatile and requires constant and
daily hedging in order to minimize the effect of price increases on the
Company's profit margin.
The Company purchases its corn through the Chicago Board of Trade ("CBOT") and
has been actively hedging its exposure to corn price fluctuations since 1991.
The Company's strategy is to hedge against price increases in corn and soybean
meal, and it is not involved in speculative trading. Contract terms range from
one month to six months. The Company buys directly from the spot market if
market conditions are favorable, but as a general rule, the Company purchases
most of its corn through contracts. The Company's hedging strategy is set in its
annual budget, which determines how much corn and soybean meal the Company will
need and the price the Company must pay in order to meet budget forecasts. The
Company uses an internal pricing model to prepare sensitivity analyses. The
Company bases its target prices on the worst case price assumptions (i.e. high
prices). The prices paid by the Company for corn and soy bean meal were 0.95%
and 0.02% below its budgeted prices, respectively, for the year ended September
30, 2002. The Company purchases its soybean meal through a company in Costa
Rica, INOLASA, in which the Company holds a 10% equity interest. In Costa Rica,
there is an applicable 5% tax for soybean meal imports, which is not levied if
such imports are purchased through INOLASA. If for any reason INOLASA cannot
deliver the soybean meal to the Company, the Company can buy its soybean meal
directly from the CBOT. Thus far, the Company has never had to purchase soybean
meal directly from the CBOT.
The Company accounts for its futures transactions in accordance with the
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities". The contracts that effectively
meet risk reduction criteria are recorded using hedge accounting. Derivatives
that are not hedges are adjusted to fair value through income. No
ineffectiveness was recognized on cash flow hedges during fiscal 2002 or 2001.
The Company expects that losses in the amount of $96,989 recorded in other
comprehensive loss as of September 30, 2002, related to cash flow hedges, will
be recognized within the following 3 months.
The Company has a $500,000 credit line with Futures U.S.A., Inc. ("FIMAT") and
draws upon this credit line to cover its initial margin deposit. The interest
rate paid on this line of credit averages an annual rate of less than 10% on
drawn amounts.
For the year ended September 30, 2002, a hypothetical 10% increase in the
monthly price of corn and soybean meal would have resulted in an increase in
cost of sales of approximately $2.14 million.
22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required by this item is incorporated by reference to the
Independent Auditor's Report included on page F-2 and from the consolidated
financial statements and supplementary data on pages F-3 through F-27 on this
Form 10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The directors and executive officers of the Company, their ages and present
positions held in the Company, as of the date hereof, are as follows:
Name Age Position Held
Calixto Chaves ............................. 56 Chairman, Chief Executive
Officer, and President and
Director
Carlos Zamora .............................. 41 Chief Operating Officer
Federico Vargas ............................ 69 Director and Chairman of the
Audit Committee
Jorge M. Quesada ........................... 53 Director, Treasurer and
Executive President of
Pipasa and As De Oros
Luis J. Lauredo ............................ 53 Director and Member of the
Audit Committee
Alfred E. Smith, IV ........................ 50 Director
Monica Chaves .............................. 30 Director and Secretary,
Gina Sequeira .............................. 32 Chief Financial Officer
Pedro De Mattheu ........................... 61 Director and Member of the
Compensation Committee
Grant "Jack" Peeples ....................... 71 Director and Member of the
Audit Committee
Jose Zamora ................................ 49 Production Vice President
The Company's directors will serve in such capacity until the next annual
meeting of stockholders of the Company and until their successors have been
elected and qualified. The officers serve at the discretion of the Company's
directors. Calixto Chaves and Monica Chaves are father and daughter. Monica
Chaves, Jose Pablo Chaves, Carlos Zamora and Jorge M. Quesada are the daughter,
son, cousin and brother-in-law of Calixto Chaves, respectively. Otherwise, there
are no family relationships among the Company's officers and directors, nor are
there any arrangements or understandings between any of the directors or
officers of the Company or any other person pursuant to which any officer or
director was or is to be selected as an officer or director.
Mr. Calixto Chaves. Mr. Chaves is Chairman of the Board, Chief Executive Officer
and President of the Company and has served as such since 1996. Mr. Chaves also
founded Pipasa in 1969 and has since served as its Chairman of the Board. He
currently serves on the board of directors of Central American Oils and
Derivatives, S.A. and American Oleaginous Industry. From 1994 to 1996, he was a
board member of Cerveceria Americana, a private brewery. In 1994, he served as
an advisor to the President of Costa Rica and the Ministry of Economic Business
Affairs. From 1983 to 1985, he was a member of the Board of Directors of the
Sugar Cane Agricultural League. From 1982 to 1986, he served as Minister of the
Costa Rican Ministry of Industry, Energy and Mines and became Minister of
Natural Resources in 1986.
23
Dr. Carlos Zamora. Dr. Zamora has served as the Chief Operating Officer of the
Company since July 2001. Dr. Zamora served as the Vice President of the Live
Production division of Pipasa from 1999 to July 2001. From 1997 until 1998, Dr.
Zamora served as the general vice president of As de Oros, and was responsible
for the merger and integration of Pipasa and As de Oros. For ten years prior to
the merger, Dr. Zamora served in various capacities in the Company's Integrated
Poultry Production Systems. Dr. Zamora obtained his Doctorate degree in
Veterinary Medicine from the Universidad Nacional of Costa Rica in 1988.
Dr. Federico Vargas. Dr. Vargas has been a member of the Board of Directors
since August 1996 and Chairman of the Audit Committee. Dr. Vargas has also
served on the board of directors of Pipasa since January 1995, served on the
board of directors of Restaurante As de Oros, a subsidiary of As de Oros, from
November 1999 until June 2001, and served as a member of the board of directors
of Financiera Belen from February 1999 until July 2001. He has served as a
Professor of Economics and Social Sciences at the University of Costa Rica from
1963 to the present. Dr. Vargas has been extensively involved in political
activities since 1974. From 1990 to 1994, he served as a Deputy in the Costa
Rican Assembly. From 1993 to 1994, he was Chairman of the Legislative Section of
the Partido Liberacion Nacional of Costa Rica. Prior to 1990, Dr. Vargas held a
number of political offices including Minister of Finance on two occasions,
Ambassador of Costa Rica to the United States, Ambassador of Costa Rica to the
Organization of American States, Counselor to the President of Costa Rica in
Finance and External Debt, with the rank of Minister of Economics, and Advisor
to the President of Costa Rica. Dr. Vargas serves on the boards of directors and
advisory bodies of numerous charitable and educational organizations and is the
author of a number of publications in economic and educational matters. He
obtained his Bachelor's degree in Business Administration from Nichols College
in Massachusetts in 1954 and his Ph.D. from the University of Colorado in 1967.
He has also attended the Wharton School of Finance and Commerce at the
University of Pennsylvania. Dr. Vargas graduated from the University of Costa
Rica with a degree in Business Administration.
Mr. Jorge M. Quesada. Mr. Quesada has been a member of the Board of Directors of
the Company since August 1996 and was the Company's Chief Financial Officer from
August 1996 to September 1998. Mr. Quesada served on the Company's Audit
Committee from August 1996 until June 2001. Mr. Quesada has held numerous
positions with Corporacion Pipasa, S.A. since 1985, and was its Executive Vice
President from 1990 to 1999. Mr. Quesada served as the Executive President of
Pipasa and Corporacion As de Oros, S.A. ("As de Oros") since March 1, 1999. He
was a member of the board of directors of Banco de Fomento Agricola (d/b/a Banco
Cuscatlan) from 1991 to 1996. From 1987 to 1991, he was on the board of
directors of Financiera Belen, S.A. Mr. Quesada has conducted numerous seminars
regarding marketing topics. He obtained his Degree in Business Administration,
with emphasis on Public Accounting, from the University of Costa Rica in 1984.
Honorable Ambassador Luis Lauredo. Mr. Lauredo has served as Director and a
member of the Audit Committee of the Company since August 2001. Mr. Lauredo also
served as a director from August 1996 until December 1999, at which time he
resigned to serve as the United States Ambassador to the Organization of
American States. Mr. Lauredo served as Ambassador until June 2001. Mr. Lauredo
served as the Chairman of the Audit Committee from August 1996 to July 2000. Mr.
Lauredo joined the law firm of Hunton & Williams in July 2001 and works out of
its Miami and Washington, D.C. offices, focusing on international trade and
governmental affairs. Mr. Lauredo is and has served as a director of Colonial
Bank of South Florida since October, 2001. From 1995 to 1999, Mr. Lauredo was
President of Greenberg Traurig Consulting, Inc., an affiliate of the
international law firm, Greenberg Traurig, Hoffman, Lipoff, Rosen & Quentel.
From 1994 to 1995, he was Executive Director of the Summit of the Americas. From
1992 to 1994, he was a Commissioner on the Florida Public Service Commission, as
well as Chairman of the International Relations Committee of the National
Association of Regulatory Utility Commissioners. In his career, Mr. Lauredo has
held a number of positions in the banking industry, including Senior Vice
President of the Export-Import Bank of the United States of America. He has
represented the President of the United States as special U.S. Ambassador to the
inaugurations of the Presidents of Columbia, Venezuela, Brazil, and Costa Rica.
He also served as a founding Director of the Hispanic Council on Foreign Affairs
(Washington, D.C.). Mr. Lauredo received his B.A. from Columbia University in
New York City and has attended the University of Madrid in Spain and Georgetown
University Law Center in Washington, D.C.
Mr. Alfred E. Smith, IV. Mr. Smith has been a member of the Board of Directors
of the Company since June 1, 1994. Mr. Smith has been the Managing Director of
the Wall Street firm of Bear Wagner since April 2001 and was the Managing
Director of Hunter Specialists, LLC, New York, from January 1997 to April 2001.
From 1979 to 1996, he was with CMJ Partners, a New York Stock Exchange member
firm. Mr. Smith is the Chairman of the Government Relations Committee of the New
York Stock Exchange,
24
Director and Secretary of the Alfred Emanuel Smith Memorial Foundation, Chairman
of the Cardinal's Committee for the Laity-Wall Street Division since 1985,
Founder and Chairman of Hackers for Hope since 1989, Director of the Center for
Hope since 1989, a Director at the Catholic Youth Organization until 1997,
member of the President's Council of Memorial Sloan Kettering Hospital since
1986, and a member of the New York City Advisory Board of the Enterprise
Foundation. Mr. Smith is also a member of the Board of Trustees of St. Vincent's
Hospital and Medical Center, since 1986, and the Cavalry Hospital since 1998,
and was a member of the Board of Trustees of Iona Prep School, Saint Agnes
Hospital, and Our Lady of Mercy Medical Center. Mr. Smith is a member of the
Association of the Sovereign Military Order of Malta. He has received numerous
awards for his charity humanitarian work, including "Wall Street 50" Honoree
Humanitarian Award, Terence Cardinal Cooke Center in 1999; Man of the Year Award
at Iona Prep in 1986, Club of Champions Gold Medal Award of the Catholic Youth
Organization, Ellis Island Medal of Honor, the National Brotherhood Award of the
National Conference of Christians and Jews, the Graymoor Community Service Award
by the Franciscan Friars of the Atonement, the American Cancer Society's Gold
Sword of Hope Award, and the Terence Cardinal Cooke Humanitarian Award by Our
Lady of Mercy Medical Center. Mr. Smith was educated at Villanova University.
Ms. Monica Chaves. Ms. Chaves has served as a Director and the Secretary of the
Company since 1996 and as a director of Pipasa since October 1999. Ms. Chaves
joined Pipasa as assistant manager in the company's Finance Division in 1991
where she was in charge of Pipasa's Special Investment Department. In 1996, when
the Company went public, Ms. Chaves assumed the Company's Investor Relations
Department. Ms. Chaves has served as the Vice President of Administration of
Pipasa and As de Oros since March 1, 1999. Ms. Chaves received a Bachelor's
degree in Business Administration from Saint Michaels College, Vermont. Ms.
Chaves is the daughter of Mr. Calixto Chaves.
Ms. Gina Sequeira. Ms. Sequeira was appointed Chief Financial Officer on
November 8, 2002. Ms. Gina joined the Company in April 1996 and has served in
the financial /accounting area of the Company. She obtained her degree in
accounting from the Universidad Internacional de las Americas in 1994, and has
been a member of the Institute of Certified Public Accountants of Costa Rica for
4 years. Ms. Sequeira worked in external auditing before joining the Company.
Mr. Pedro J. De Matheu. Mr. De Matheu has served as a Director and a Member of
the Compensation Committee of the Company since August 2001. Mr. De Matheu was
born in Santa Ana, El Salvador. He attended college at the University of Arizona
where he obtained his Bachelor's degree in Agriculture Science in 1964, and his
Master's degree in Science, focused on Animal Nutrition, in 1966. After
completing his studies at the University of Arizona, Mr. De Matheu became
Hoffman Taff Western's (of Ontario, California) Technical Service
Representative. He also served as a Technical Director and Assistant to the
President, as well as Consultant of the biggest feed mill in California and
Arizona. He introduced the Feed Formulation Least Cost Linear Programming
method, and developed antibiotic, vitamin and mineral pre-mix formulas. He also
coordinated the technical staff activities such as sales and feed mill. From
December 1970 until November, 1999, Mr. De Matheu served as the Manager of the
Animal Health Division, at Pfizer, A.S. for Central America and Panama, where he
developed, among other activities: a small business in Central America which
rose quickly to become number one in the field; established a marketing and
sales department; coordinated the development and implementation of marketing
plans, including launching of new products that are still leaders in the field;
worked as a poultry advisor for Central American poultry integrations; created
animal health symposiums for the Central American and the Caribbean area, and
participated as an orator in National and International Congresses about Animal
Health and Agriculture. From December, 1999 until December 2000 Mr. De Matheu
served as Pfizer's Director of the Animal Health Group in NOLA (Mexico, Central
America and Venezuela), where he established the basis for a new stage of Animal
Health Group. Mr. De Matheu currently manages a family business in El Salvador.
Mr. Grant "Jack" Peeples. Mr. Peeples has served as a Director and a member of
the Audit Committee since August 2001. He served in the Korean War as an
Airborne Infantry Officer and Rifle Company Commander. He was awarded Combat
Infantryman Badge, Bronze Star for Valor and Purple Heart. He graduated from the
University of Florida College of Law in 1957, joined the law firm of former
Governor Leroy Collins in Tallahassee, Florida. Mr. Peeples was appointed as
Legislative Counsel to Governor Collins in 1958 and appointed to the Governor's
Cabinet as State Beverage Director in 1959. Mr. Peeples returned to the private
practice of law in 1961, specializing in legislative and administrative practice
in Tallahassee, Florida; founding partner in Peeples, Earl & Blank in 1970
specializing in environmental law, and Senior Trial Counsel in numerous landmark
environmental and regulatory cases. Retired from Peeples, Earl & Blank in 1994
and joined White & Case as Of Counsel. Served as Campaign Chairman and Chairman
of Transition Team for Governor
25
Lawton Chiles and Legislative and Senior Counsel to the Governor. Vice-Chairman
of Governor's Commission on Governance, Vice-Chairman of Governor's Commission
on the Homeless, Chairman of Florida Aviation Commission, Co-Chairman of the
Dade County Homeless Trust, Board Member of the Florida Independent College
Fund, Member of the Board of Overseers, University of Florida Medical School,
and representative of the Governor and Cabinet on the Downtown Development
Authority. He has also served as General Counsel and member of the Board of
Directors of Deltona Corporation, a NYSE company, as member of the Board of
Directors and Chairman of the Audit Committee of United Petroleum Group, a Hunt
family company, as Senior Counsel and member of the Board of Directors of Senior
Networks, Inc.
Jose Zamora. Mr. Zamora joined the Company in 1974 and has served as production
Vice-President since 1991. Mr. Zamora is affiliated with the Costa Rican Poultry
Chamber and has been a member of the Junta de Fomento Avicola de Costa Rica.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Sec 16(a) of the Securities Exchange Act 1934, as amended (the "1934 Act"),
requires the Company's directors and executive officers, and persons who own
more than ten percent (10%) of the Company's outstanding Common Stock, to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and report changes in ownership of Common Stock. Such persons are
required by SEC regulations to furnish the Company with copies of all such
reports they file.
To our knowledge, based solely on a review of the copies of reports furnished to
us and written or oral representations that no other reports were required for
such persons, all Section 16(a) filing requirements applicable to our officers,
directors and greater than ten percent (10%) beneficial owners have been
complied with, except for a late filing of a Form 4 required to be filed by
Comercial Angui, S.A. in December 2001.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended September 30, 2002,
2001 and 2000 the aggregate compensation awarded to, earned by or paid to Mr.
Chaves, the Company's Chief Executive Officer. The table also sets forth the
aggregate compensation awarded to, earned by or paid to the other three most
highly compensated officers for the fiscal year ended September 30, 2002. No
Executive Officer of the Company or its subsidiaries, other than Mr. Chaves,
earned compensation in excess of $100,000 during the fiscal years ended
September 30, 2000 and 2001. The Company neither granted any restricted stock
awards or stock appreciation rights to nor made any long-term incentive plan
payouts to any of the Named Executive Officers during the fiscal years ended
September 30, 2000, 2001, and 2002.
Fiscal Salary Bonus All Other
Name and Principal Position Year Compensation(1) Compensation Compensation(2)
- --------------------------- ---- --------------- ------------ ---------------
Calixto Chaves 2002 $160,336 $3,491 $18,133
Chief Executive Officer 2001 $145,233 $ 7,179
2000 $136,764 $ 5,633
Jorge Quesada Chaves
Treasurer, Director and 2002 $124,796 $3,106 $15,764
Executive President
Jose Zamora
Production Vice-president 2002 $ 88,159 $2,229 $12,806
Carlos Zamora
Chief Operating Officer 2002 $ 93,362 $2,389 $13,380
(1) Salary compensation was paid in Costa Rican colones and in dollars. For the
purposes of this presentation, all compensation has been converted to U.S.
dollars at the then current exchange rate for Costa Rican colones.
(2) Represents Director's fees payable for action as a Director of Pipasa and
other incentive compensation.
26
Compensation of Directors
The Company reimburses all members of the Board of Directors for their expenses
in connection with their activities as Directors of the Company. Directors of
the Company receive additional compensation for their services as Directors at a
rate of $200 for each Board Meeting that they attend.
Employment Agreements and Change in Control Agreements
The Company has no employment agreements and no change in control agreements
with any executive officer.
Compensation Committee Interlocks and Insider Participation
The Company has a Compensation Committee consisting of Mr. de Matheu, and Mr.
Lauredo. Neither Mr. de Matheu nor Mr. Lauredo is or ever was an officer of the
Company. This Committee makes the determinations for stock issuances pursuant to
the Company's compensation plans. The Company has no retirement, pension or
profit sharing plans covering its officers and directors, but has contemplated
the implementation of such a plan in the future.
Board Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for establishing and administering the policies for the Company's
compensation programs and for approving the compensation levels of the
executives and managers of the Company and its subsidiaries, including its Chief
Executive Officer. The Committee also reviews with the Chief Executive Officer
guidelines for salaries and bonus awards applicable to the Company's employees
other than its executives and managers.
Statement of Philosophy of Executive Compensation
The executive compensation program of the Company is designed to (i) provide
base compensation reasonably comparable to that offered by other leading
companies to their executives and managers so as to attract and retain talented
personnel, (ii) motivate certain executives and managers to achieve the
strategic goals set by the Company, and (iii) further align the interests of the
executives and managers with the long-term interests of the Shareholders. To
implement this philosophy, the Company offers its executives and managers
compensation packages that include a mix of salary, the opportunity to receive
discretionary incentive bonus awards, and, at times, stock options.
In determining the level and form of executive compensation to be paid or
awarded, the Committee relies primarily on the recommendations of the Human
Resources Department, which provides the Committee an assessment of the subject
executive's performance and the Company's performance in light of its strategic
objectives. The Committee considered a number of factors in establishing
compensation in the fiscal year ended September 30, 2002, none of which was
quantified, ranked or assigned relative weight.
. The Company's retention of its position as one of the leading
producers and distributors of poultry products in Costa Rica.
. The further diversification, expansion, and broadening of the
Company's core business and new service offerings.
. Individual performance and contributions to the Company.
. Individual compensation history.
Salary
The base salary of executives and managers is determined initially by analyzing
and evaluating the responsibilities of the position and comparing the proposed
base salary with that of executives and managers in comparable positions in
other companies. Adjustments are determined by objective factors such as the
Company's performance and the individual's contribution to that performance and
subjective considerations such as additional responsibilities taken on by the
executive or manager. The Committee awarded increases in base salary to certain
of the executive officers and managers of the Company, including the Chief
Executive Officer.
27
Incentive Awards
In addition to paying a base salary, the Company offers its executives and
managers an opportunity to earn discretionary incentive bonuses as a component
of overall compensation based on the performance of the individual and the
individual's business unit. For the fiscal year ended September 30, 2002, the
Committee awarded bonuses to certain of the Company's executives and managers.
CEO Compensation
Mr. Calixto Chaves, the Company's Chief Executive Officer, was paid a salary of
$160,336 for the fiscal year ended September 30, 2002. The Committee considered
the same factors described above in establishing Mr. Chaves' compensation, with
particular emphasis on Mr. Chaves' service and various contributions to the
Company.
PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return on the
Company's Common Stock over the last six fiscal years, as compared to the total
returns of the NASDAQ Stock Market Index and a group of peer companies (the
"Peer Group"). The graph assumes $100 was invested on September 30, 1997 and
that all dividends were reinvested in the Company's Common Stock, the NASDAQ
Stock Market Index and the Peer Group.
The Peer Group includes the Company, Cagle's, Inc., Industrias Bachoco S.A.,
Pilgrim's Pride Corporation (CLA and CLB) Sanderson Farms, Inc., Seaboard
Corporation, Tyson Foods, Inc., and WLR Food, Inc. The Peer Group consists of
companies that are engaged in the poultry slaughtering and processing business.
Companies included in the Peer Group were weighted by market capitalization from
the beginning of each period for which a return is indicated.
ASSUMES $100 INVESTED ON SEPTEMBER 30, 1997
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPTEMBER 30, 2002
9/1997 9/1998 9/1999 9/2000 9/2001 9/2002
RICA FOODS, INC. 100 112.50 255.55 366.66 80 17.33
SIC CODE INDEX 100 101.58 165.72 220.07 89.94 70.84
NASDAQ MARKET INDEX-U.S. COS. 100 89.91 68.03 44.92 49.04 48.46
28
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 13, 2003 , the number of shares of
Common Stock of the Company which were owned beneficially by (i) each person who
is known by the Company to own beneficially more than 5% of its Common Stock,
(ii) each director and nominee for director, (iii) certain executive officers of
the Company, and (iv) all directors and officers as a group. Unless otherwise
indicated, the address of each beneficial owner is Rica Foods, Inc., 240 Crandon
Blvd. Suite 115, Key Biscayne, Florida 33149.
Name and Address Amount and Nature of Percentage of
of Beneficial Owner Beneficial Ownership (1)(2) Shares Owned (1)
- ----------------------------------------------------------------------------------------------
Mr. Calixto Chaves 5,548,433 (3)(4) 43.13%
Comercial Angui S.A. 2,238,655 (5) 17.40%
Mr. Jorge M. Quesada 45,794 (6) *
Ms. Monica Chaves 133,334 (7) 1.04%
Mr. Alfred E. Smith IV 33,334 *
Mr. Jose Pablo Chaves 279,324 (8) 2.17%
Dr. Carlos Zamora 0 *
Dr. Federico Vargas 0 *
Mr. Alonso J. Chaverri 0 *
Mr. Pedro J. De Matteu 0 *
Hon. Amb. Luis Lauredo 0 *
Mr. Grant "Jack" Peeples 0 *
Mr. Jose Zamora 47,295 *
Ms. Gina Sequeira 200 *
All directors and executive officers as a group
(11 persons) 5,808,390(3)(4)(6)(7) 45.15%
- ---------------
* Indicates less than 1% of outstanding shares owned.
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from January 13, 2003 upon exercise
of options, warrants and convertible securities. Each beneficial owner's
percentage ownership is determined by assuming that options, warrants and
convertible securities that are held by such person (but not those held by
any other person) and that are exercisable within 60 days from January 13,
2003 have been exercised.
(2) Unless otherwise notes, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them.
(3) Includes 861,315 shares of Common Stock held of record by Atisbos de Belen,
S.A. ("Atisbos"), a Costa Rican corporation wholly-owned by Mr. Calixto
Chaves and his wife, 704,857 shares of Common Stock held of record by
Inversiones Leytor, S.A., a Costa Rican company wholly-owned by Mr. Chaves,
and 298,667 shares of Common Stock held of record by O.C.C., S.A.
("O.C.C."), a Costa Rican company wholly-owned by Mr. Chaves and his wife.
Does not include 133,334 shares and 279,324 shares owned by his adult
daughter and adult son, respectively.
(4) Includes 3,683,595 shares of Common Stock held by Inversiones La Ribera
("Ribera"), a Costa Rican corporation owned by Mr. Chaves and his wife.
(5) Includes 2,238,655 shares of common Stock held by Comercial Angui S.A., a
Costa Rican Corporation owned by Mr. Echeverria and his wife.
(6) Includes 45,794 shares held by Jorque, S.A., a closely-held Costa Rican
company whose principal shareholders are the wife and sons of Mr. Jorge
Quesada.
(7) Held of record by Moninternacional, S.A., a Costa Rican corporation owned
by Monica Chaves, the adult daughter of Mr. Chaves. Mr. Chaves disclaims
any beneficial ownership of these shares.
(8) Held of record by RTROSPTVA S.A., a Costa Rican Corporation wholly owned by
Jose Pablo Chaves, the son of Calixto Chaves. Mr. Calixto Chaves disclaims
any beneficial ownership of these
29
Potential Change in Control
Mr. Chaves has pledged 4.2 million shares of common stock to secure certain of
his personal obligations, which obligations aggregated to less than $1.2 million
as of January 13, 2003.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related Party Guarantees
Since the Company's inception in 1969 and since 1991, Mr. Chaves and Mr.
Quesada, respectively, have personally guaranteed the repayment of the various
notes, loans and credit facilities (the "Credit Arrangements") of the Company
and its various operating subsidiaries. As of September 30, 2002, an aggregate
of $30,151,178 million of the Company's Credit Arrangements were personally
guaranteed by either Mr. Chaves or Mr. Quesada, and Mr. Chaves and Mr. Quesada
had personally guaranteed the repayment of $27,279,083 million and $13,349,083
million of Credit Arrangements, respectively.
The Company agreed to compensate Mr. Chaves for the guarantee services described
above in an amount equal to 1% per annum of the aggregate loan amount subject to
his personal guarantee (the "Financial Service Fee"). In satisfaction of the
Financial Service Fee, the Company will, as of the end of each fiscal quarter,
make a quarterly payment to Mr. Chaves in an amount equal to .25% of the daily
average aggregate loan balance subject to the personal guarantees (the
"Quarterly Payment"). If, as of the end of the fiscal quarter, Mr. Chaves is
indebted to the company, Mr Chaves has the option in his sole discretion to
either, (i) direct the Company to use the quarterly payment to off-set the
amount he owes the Company or (ii) receive the Quarterly Payment in cash. Mr.
Quesada does not receive, nor has he ever received, any compensation for
providing the guarantee services described above.
Loans to Related Parties
Name September 30, 2000 September 30, 2001 September 30, 2002
- ---- ------------------ ------------------ ------------------
Calixto Chaves $4,853,212 (1) $7,452,136 (2) $6,643,587 (4)
Monica Chaves 39,326 133,645 0
Maya Tiamx, S.A 29,137 (3) 30,523 (3) 30,626 (3)
Jose Pablo Chaves 16,527 61,596 0
- --------------
(1) Includes $3,582,659 owed to the Company by Inversion La Ribera, ("Ribera"),
a Costa Rican company owned by Mr. Chaves and his wife.
(2) Includes $5,570,126, $431,938 and $903,427 owed to the Company by Ribera,
Atisbos and O.C.C., Costa Rican companies owned by Mr. Chaves and his wife.
(3) Maya TIAMX, S.A., is a Costa Rican company owned by Mr. Jose Pablo Chaves.
(4) Consists of $5,495,438, $354,442 and $793,707 owed to the Company by
Ribera, Atisbos and O.C.C.
At various times in the past, Mr. Chaves and companies controlled by him have
borrowed money from the Company. Since September 30, 2000, Mr. Chaves' largest
aggregate amount of indebtedness outstanding occurred at September 30, 2001. The
loans made to Ribera, Atisbos and O.C.C., all Costa Rican companies owned by Mr.
Calixto Chaves and his wife, are evidenced by thirteen promissory notes payable
on demand (the "Loans"), nine of which are denominated in U.S. dollars and
accrue interest at the rate of 8%, and four of which are denominated in Costa
Rican colones and which accrue interest at rates ranging from 16% to 24%.
Mr. Chaves has provided collateral for the Loans by creating a trust for the
benefit of Pipasa. The trust contains two assets, two farms, with an aggregate
value of approximately $4 million, as estimated by real estate brokers. The
farms are located in San Rafael de Heredia and Belen, Heredia, and consist of
19,750 square meters and 42,246 square meters, respectively. Mr. Chaves has
informed the Company that both properties are free from encumbrance.
30
Since September 30, 2000, the largest aggregate amount of indebtedness
outstanding for both Mr. Jose Pablo Chaves and Ms. Chaves occurred at September
30, 2001. The loans to Mr. Jose Pablo Chaves and Ms. Chaves were evidenced by
Notes, which bore interest at a rate of 10.5%.
Loans From Related Parties
Name September 30, 2001 September 30, 2002
- ---- ------------------ ------------------
Calixto Chaves $67,671 $0
Monica Chaves 22,331
The loans to the Company identified above were principally generated in
instances where, for the sake of convenience, expediency or efficiency, the
lender advanced expenses for the benefit of the Company. The lenders were repaid
but not remunerated for providing such services.
Severance Payments
During fiscal year 2002, the subsidiaries of the Company, Pipasa and As de Oros,
authorized the Chief Executive Officer to receive $275,411 as an advanced
payment with respect to accrued severance benefits for serving as President of
the subsidiaries. The severance benefit was used to satisfy interest expenses on
outstanding loans owed to the subsidiaries by the Chief Executive Officer. No
cash was disbursed or paid to the Chief Executive Officer in this transaction.
Proposed Transaction
The Company is continuing to explore the development and/or acquisition of
strategic business opportunities that it perceives as complimentary with its
core business. For instance, in December 2000, the Company announced its intent
to acquire a majority of the outstanding common stock of Avicola Core Etuba,
Ltda. ("Core"), a Brazilian company engaged in the production and distribution
of poultry products, from the Company's Chief Executive Officer. In March 2001,
the Company agreed to acquire a 75% stake of Core for $3.5 million, and an
option for the remaining 25% stake for $1.7 million. The Company is evaluating
closely the performance of Core to determine if, when and how the Company should
integrate its business with Core, and has postponed indefinitely its acquisition
of Core.
There can be no assurance that the Company will close the Core transaction or
any other transaction and there can be no assurance that the Company's
acquisition efforts will prove to be beneficial to the Company. Even if the
Company's Board of Directors, audit committee and management team believe the
Company should pursue a development of acquisition opportunity and successfully
negotiate the contracts critical to such venture, the Company anticipates that
it may be required to seek the consent of PacLife and potentially certain other
third parties before initiating development efforts or concluding an
acquisition.
ITEM 14. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Sections 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934, as amended). Based upon that
evaluation, the Company's Chief Executive Officer and its Chief Financial
Officer concluded that the Company's disclosure controls and procedures were
effective.
(b) Changes in Internal Controls
There were no significant changes in the Company's internal controls or other
factors that could significantly affect these controls subsequent to the date of
their evaluation.
31
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The financial statements incorporated by reference in Item 8 of this
Form 10-K are included beginning on page F-1 as follows:
(A) Independent Auditors' Report
(B) Consolidated Balance Sheets as of September 30, 2002 and 2001
(C) Consolidated Statements of Income for the years ended September
30, 2002, 2001 and 2000
(D) Consolidated Statements of Stockholders' Equity for the years
ended September 30, 2002, 2001, and 2000
(E) Consolidated Statements of Cash Flows for the years ended
September 30, 2002, 2001 and 2000
(F) Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
All financial statement schedules have been omitted as the
required information is inapplicable or has been included in
the Notes to Consolidated Financial Statements.
(b) The following is a list of Current Reports on Form 8-K filed during
the fourth quarter of fiscal 2002:
The Company filed a Current Report on Form 8-K dated August 19, 2002 under
Item 9 Events relating to Regulation FD Disclosure.
The Company filed a Current Report on Form 8-K dated August 22, 2002 under
Item 4 relating to a change in the Company's auditors.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Rica Foods, Inc.
Dated: January 13, 2003 By: /s/ Calixto Chaves
----------------------------
Calixto Chaves
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
DATE: January 13, 2003 /s/ CALIXTO CHAVES
--------------------------------------
Calixto Chaves, Director,
Chairman of the Board, Chief Executive
Officer and President
DATE: January 13, 2003 /s/ GINA SEQUEIRA
--------------------------------------
Gina Sequeira, Chief Financial Officer
DATE: January 13, 2003 /s/ JORGE M. QUESADA
--------------------------------------
Jorge M. Quesada, Director, Treasurer,
and Executive President,
DATE: January 13, 2003 /s/ PEDRO J. MATHEU
--------------------------------------
Pedro J. Matteu, Director
DATE: January 13, 2003 /s/ DR. FEDERICO VARGAS
--------------------------------------
Dr. Federico Vargas, Director
DATE: January 13, 2003 /s/ ALFRED SMITH, IV
---------------------------------------
Alfred Smith, Director
DATE: January 13, 2003 /s/ MONICA CHAVES
---------------------------------------
Monica Chaves, Director and Secretary
DATE: January 13, 2003 /s/ LUIS J. LAUREDO
---------------------------------------
Luis J. Lauredo, Director
DATE: January 13, 2003 /s/ GRANT PEEPLES
---------------------------------------
Grant "Jack" Peeples, Director
33
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Calixto Chaves, certify that:
1. I have reviewed this annual report on Form 10-K of Rica Foods, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
DATE: January 13, 2003
/s/ CALIXTO CHAVES
------------------------
Calixto Chaves
Chief Executive Officer
Chairman of the Board
34
I, Gina Sequeria , certify that:
1. I have reviewed this annual report on Form 10-K of Rica Foods, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
DATE: January 13, 2003
/s/ GINA SEQUEIRA
--------------------
Gina Sequeria
Chief Financial Officer
Principal Accounting Officer
35
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Rica Foods, Inc.,
San Jose, Costa Rica
We have audited the accompanying consolidated balance sheet of Rica Foods, Inc.
(a Nevada corporation) and subsidiaries as of September 30, 2002, and the
related consolidated statements of income, stockholders' equity and cash flows
for the year then ended. Our audit also included Schedule II listed in Item 15
of Part IV. These financial statements and Schedule II are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and Schedule II based on our audit. The financial
statements of the Company as of September 30, 2001, and for the years ended
September 30, 2001 and 2000 and Schedule II listed in Item 15 of Part IV for the
years ended September 30, 2001 and 2000 were audited by other auditors whose
report dated December 7, 2001, except with respect to the waiver obtained by the
Company of breaches of certain negative covenants contained in an amended and
restated note purchase agreement, as to which the date is January 14, 2002,
expressed an unqualified opinion on those statements and Schedule II.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Rica Foods, Inc. and subsidiaries
as of September 30, 2002, and the results of their operations and their cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, Schedule II,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein for
the year ended September 30, 2002.
As discussed in Note 1 to the financial statements, effective October 1, 2001
the Company changed its method of accounting for goodwill to conform to
Statement of Financial Accounting Standards No. 142.
DELOITTE & TOUCHE
December 13, 2002
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
RICA FOODS, INC.,
We have audited the accompanying consolidated balance sheets of RICA FOODS, INC.
(a Nevada corporation) and subsidiaries as of September 30, 2001 and 2000, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the three years in the period ended September 30, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of RICA FOODS, INC. and
subsidiaries as of September 30, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 2001 in conformity with accounting principles generally accepted
in the United States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. Schedule II listed in Item 14 of Part IV herein is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN
Mexico City, Mexico
December 7, 2001, (except with respect to the matter discussed
in Note 9, as to which the date is January 14, 2002).
This is a copy of the audit report previously issued by Arthur Andersen in
connection with Rica Foods, Inc. filing on Form 10-K for the year ended
September 30, 2001. This audit report has not been reissued by Arthur Andersen
in connection with this filing on Form 10-K.
F-2
RICA FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2002 and 2001
Assets 2002 2001
------ ---- ----
Current assets:
Cash and cash equivalents $ 2,728,293 $ 4,920,870
Short-term investments 2,492,266 851,905
Notes and accounts receivable 16,542,374 12,277,131
Due from related parties 1,178,775 1,421,812
Inventories 14,145,070 12,833,325
Deferred income taxes 385,968 412,854
Prepaid expenses 417,234 796,671
----------- ------------
Total current assets 37,889,980 33,514,568
Property, plant and equipment 39,627,144 45,827,917
Long-term receivables-trade 901,009 595,596
Long-term due from stockholders 5,495,437 6,256,089
Long-term investments 4,109,309 4,312,411
Other assets 6,564,407 4,413,723
Goodwill 1,723,414 2,186,090
----------- ------------
Total assets $96,310,700 $ 97,106,394
=========== ============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable $18,975,032 $ 14,444,895
Accrued expenses 3,428,707 3,917,787
Notes payable 17,074,336 18,175,269
Current portion of long-term debt 8,190,702 7,216,726
Due to stockholders - 74,634
----------- ------------
Total current liabilities 47,668,777 43,829,311
Long-term debt, net of current portion 16,018,388 20,889,821
Due to stockholders - 15,368
Deferred income taxes 2,093,066 2,162,090
----------- ------------
Total liabilities 65,780,231 66,896,590
Minority interest 3,552,517 3,552,517
Commitments and contingencies (Note 20)
Stockholders' equity:
Common stock 12,865 12,865
Additional paid-in capital 25,800,940 25,800,940
Accumulated other comprehensive loss (12,206,661) (9,625,035)
Retained earnings 13,654,202 10,736,911
----------- ------------
27,261,346 26,925,681
Less:
Treasury stock, at cost (283,394) (268,394)
----------- ------------
Total stockholders' equity 26,977,952 26,657,287
----------- ------------
Total liabilities and stockholders' equity $96,310,700 $ 97,106,394
=========== ============
The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
F-3
RICA FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years ended September 30, 2002, 2001 and 2000
2002 2001 2000
---- ---- ----
Sales $ 130,665,439 $ 127,336,366 $ 123,628,327
Cost of sales 87,487,065 86,840,951 83,756,904
------------- ------------- -------------
Gross profit 43,178,374 40,495,415 39,871,423
------------- ------------- -------------
Operating expenses:
General and administrative 14,054,980 14,549,382 13,577,143
Selling 19,215,331 19,464,459 18,955,061
Amortization of goodwill - 787,535 953,828
------------- ------------- -------------
33,270,311 34,801,376 33,486,032
------------- ------------- -------------
Income from operations 9,908,063 5,694,039 6,385,391
Other expenses (income):
Interest expense 4,662,341 4,638,878 3,548,935
Interest income (1,501,963) (1,182,587) (1,110,747)
Foreign exchange loss, net 3,298,051 2,319,389 1,562,549
Miscellaneous, net (730,610) (1,269,231) (1,340,039)
------------- ------------- -------------
5,727,819 4,506,449 2,660,698
------------- ------------- -------------
Income before income taxes and minority interest 4,180,244 1,187,590 3,724,693
Income tax expense (benefit) 1,041,596 (390,833) 80,223
------------- ------------- -------------
Income before minority interest 3,138,648 1,578,423 3,644,470
Minority interest 221,357 229,639 755,523
------------- ------------- -------------
Net income applicable to common stockholders $ 2,917,291 $ 1,348,784 $ 2,888,947
============= ============= =============
Basic earnings per share $ 0.23 $ 0.11 $ 0.24
============= ============= =============
Diluted earnings per share $ 0.23 $ 0.11 $ 0.24
============= ============= =============
Basic weighted average number of common shares
outstanding 12,811,469 12,810,021 11,874,190
============= ============= =============
Diluted weighted average number of common shares
outstanding 12,811,469 12,810,021 11,878,474
============= ============= =============
The accompanying notes to consolidated financial statements are an integral part
of these statements.
F-4
RICA FOODS INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended September 30, 2002, 2001 and 2000
Common Stock Treasury Stock Accumulated
------------ -------------- Additional Other
Paid-In Comprehensive
Shares Amount Shares Amount Capital Loss
------ ------- ------ ------ ------- ----
Balance, September 30,
1999 7,485,805 $ 7,486 47,752 $(268,394) $ 12,137,326 $(6,828,500)
Acquisition of 40.44%
interest in Pipasa
and 43.62% interest
in As de Oros 5,354,516 5,355 - - 13,463,640 -
Shares granted to
employees 7,600 8 - - 86,856 -
Exercise of employee
stock options 6,400 6 - - 73,128 -
Net income - - - - - -
Translation adjustment - - - - - (1,930,237)
Total comprehensive
income - - - - - -
---------- ------- ------ --------- ------------ -----------
Balance, September 30,
2000 12,854,321 $12,855 47,752 $(268,394) $ 25,760,950 $(8,758,737)
(Continued on next page)
Comprehensive
Total Income
Retained Stockholders' For the
Earnings Equity Period
-------- ------ ------
Balance, September 30,
1999 $6,481,305 $11,529,223
Acquisition of 40.44%
interest in Pipasa
and 43.62% interest
in As de Oros - 13,468,995
Shares granted to
employees - 86,864
Exercise of employee
stock options - 73,134
Net income 2,906,822 2,906,822 2,906,822
Translation adjustment (1,930,237) (1,930,237)
------------
Total comprehensive
income - - $ 976,585
---------- ------------ ==========
Balance, September 30,
2000 $9,388,127 $26,134,801
(Continued on next page)
F-5
RICA FOODS INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended September 30, 2002, 2001 and 2000
(Continued)
Common Stock Treasury Stock Accumulated
------------ -------------- Additional Other
Preferred Paid-In Due from Comprehensive
Shares Amount Shares Amount Stock Capital Stockholders Loss
------ ------ ------ ------ ----- ------- ------------ ----
Cash dividends on
preferred stock of Pipasa - - - - - - - -
Interest and other
amounts due stockholders - - - - - - (1,355,590) -
Issuance of common stock 10,000 10 - - - 39,990 - -
Net income - - - - - - -
Translation adjustment - - - - - - - (866,298)
Total comprehensive
income - - - - - - - -
---------- -------- ------ --------- ---------- ----------- ------------ ------------
Balance, September 30, 2001 12,864,321 $ 12,865 47,752 ($268,394) $2,216,072 $25,800,940 ($6,256,089) ($9,625,035)
---------- -------- ------ --------- ---------- ----------- ------------ ------------
Cash dividends on
preferred stock of Pipasa
Payment received from
stockholders 760,652
Repurchase of common stock 5,100 (15,000)
Net income
Translation adjustment (2,021,961)
Derivative unrealized loss (96,989)
Total comprehensive income - - - - - - - -
---------- -------- ------ --------- ---------- ----------- ------------ ------------
Balance, September 30, 2002 12,864,321 $ 12,865 52,852 ($283,394) $2,216,072 $25,800,940 ($5,495,437) ($11,743,985)
========== ======== ====== ========= ========== =========== ============ ============
Comprehensive
Total Income
Retained Stockholders' For the
Earnings Equity Period
--------- ------ ------
Cash dividends on
preferred stock of Pipasa (152,346) (152,346)
Interest and other
amounts due stockholders - (1,355,590)
Issuance of common stock - 40,000
Net income 1,501,130 1,501,130 1,501,130
Translation adjustment (866,298) (866,298)
------------
Total comprehensive
income - - $ 634,832
----------- ------------- ============
Balance, September 30, 2001 $10,736,911 $ 22,617,270
----------- -------------
Cash dividends on
preferred stock of Pipasa (145,398) (145,398)
Payment received from
stockholders 760,652
Repurchase of common stock (15,000)
Net income 3,062,689 3,062,689 3,062,689
Translation adjustment (2,021,961) (2,021,961)
Derivative unrealized loss (96,989) (96,989)
------------
Total comprehensive income - - $ 943,739
----------- ------------- ============
Balance, September 30, 2002 $13,654,202 $ 24,161,263
=========== ============
The accompanying notes to consolidated financial statements are an
integral part of these statements.
F-6
RICA FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended September 30, 2002, 2001 and 2000
2002 2001 2000
---- ---- ----
Cash flows from operating activities:
Net income $ 2,917,291 $ 1,348,784 $ 2,888,947
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,078,259 4,307,654 4,038,238
Production poultry 3,463,403 3,262,770 2,331,767
Allowance for inventory obsolescence 139,340 17,428 33,004
Amortization of goodwill - 787,535 953,828
Stock options and grants issued to employees - - 159,998
Derivative unrealized loss (96,989) - -
Gain on sale of productive assets (227,557) (579,298) (509,272)
Deferred income tax benefit (78,471) (412,854) (323,798)
Provision for doubtful accounts 449,598 122,150 352,058
Minority interest 221,357 229,639 755,523
Changes in operating assets and liabilities:
Notes and trade receivables (4,704,148) (1,437,642) (1,994,653)
Inventories (4,910,227) (1,721,099) (2,708,186)
Prepaid expenses 379,437 (258,309) (168,793)
Accounts payable 4,530,138 (1,716,183) 4,162,139
Accrued expenses (489,080) 55,129 258,264
Long-term receivables-trade (378,872) 4,133 (449,519)
------------ ------------ ------------
Net cash provided by operating activities 6,293,479 4,009,837 9,779,545
------------ ------------ ------------
Cash flows from investing activities:
Short-term investments (1,640,361) (765,349) (53,809)
Additions to property, plant and equipment (4,996,703) (8,403,574) (17,253,793)
Increase in long-term investments (186,731) (281,858) -
Proceeds from sales of productive assets 4,145,084 1,205,870 1,850,024
Increase in other assets (3,413,375) (559,744) (1,995,606)
------------ ------------ ------------
Net cash used in investing activities (6,092,086) (8,804,655) (17,453,184)
------------ ------------ ------------
Cash flows from financing activities:
Preferred stock cash dividends (221,356) (229,639) (271,296)
Short-term financing:
New loans 26,507,366 21,958,360 21,317,219
Payments (27,664,430) (16,601,868) (16,620,357)
(Continued on next page)
F-7
RICA FOODS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended September 30, 2002, 2001 and 2000
(Continued)
2002 2001 2000
---- ---- ----
Long-term financing:
New loans 6,152,158 7,292,955 6,769,264
Payments (10,101,843) (6,390,382) (1,355,247)
Deferred debt costs 22,043 24,444 28,609
Common stock issued - 40,000 -
Treasury stock acquired (15,000) - -
Due from stockholders and related party 914,241 (2,746,197) (2,737,373)
------------ ----------- -----------
Net cash provided by (used in) financing
activities (4,406,821) 3,347,673 7,130,819
------------ ----------- -----------
Effect of exchange rate changes on cash and cash
equivalents 2,012,851 2,111,379 886,288
Increase (decrease) in cash and cash equivalents (2,192,577) 664,234 343,468
Cash and cash equivalents at beginning of year 4,920,870 4,256,636 3,913,168
------------ ----------- -----------
Cash and cash equivalents at end of year $ 2,728,293 $ 4,920,870 $ 4,256,636
============ =========== ===========
Supplemental disclosures of cash flow information:
Cash paid during year for:
Interest $ 4,911,103 $ 5,533,017 $ 3,859,677
============ =========== ===========
Income taxes $ 283,758 $ 209,186 $ 517,903
============ =========== ===========
Supplemental schedule of non-cash investing activities:
Common stock dividends paid as preferred shares
From Pipasa $ - $ - $ 2,143,626
============ =========== ===========
From As de Oros $ - $ - $ 1,983,327
============ =========== ===========
Pipasa's preferred stock repurchased in
exchange for outstanding receivables $ - $ - $ 2,143,626
============ =========== ===========
As de Oros' preferred stock repurchased in
exchange for outstanding receivables $ - $ - $ 1,983,327
============ =========== ===========
Acquisition of business:
Fair value of assets acquired $ - $ - $ 4,600,000
============ =========== ===========
Common stock issued $ - $ - $ 7,880,000
============ =========== ===========
The accompanying notes to consolidated financial statements are an integral part
of these statements.
F-8
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Rica Foods, Inc. (the "Company"), formerly Quantum Learning Systems, Inc., was
incorporated under the laws of the State of Utah on February 6, 1986 and filed a
public offering in 1987. In April 1994, the Company changed its state of
incorporation from Utah to Nevada. The Company's operations are largely
conducted through its 100% owned subsidiaries, Corporacion Pipasa, S.A. and
subsidiaries ("Pipasa") and Corporacion As de Oros, S.A. and subsidiaries ("As
de Oros"). The Company's subsidiaries' primary business is derived from the
production and sale of broiler chickens, processed chicken by-products,
commercial eggs, and premixed feed and concentrate for livestock and domestic
animals. The Company's subsidiaries own 87 urban and rural outlets throughout
Costa Rica, three modern processing plants and three animal feed plants. As de
Oros also owns and operates two chains of 27 quick service restaurants in Costa
Rica called Restaurantes As de Oros and Kokoroko. Pipasa and As de Oros export
its products to all countries in Central America, Colombia, Dominican Republic
and Hong Kong.
In April 1996, Pipasa, entered into an agreement and plan of reorganization with
the Company, pursuant to which the Company acquired 59.56% of the common stock
of Pipasa in exchange for the issuance of 5,191,190 shares of the Company's
common stock to the stockholders of Pipasa. On December 7, 1999, the Company
consummated the acquisition of the 40.44% remaining minority interest in
exchange for a total of 3,683,595 shares of the Company's common stock, such
that, as of the date hereof, the Company owns 100% of the common stock of
Pipasa.
The September 30, 1996 and 1999 acquisition of Pipasa was accounted for as a
reverse acquisition, whereby Pipasa was treated as the accounting acquiror and
the Company as the legal acquiror.
On February 26, 1998, the Company consummated an agreement with Comercial Angui,
S.A., a corporation in Costa Rica to purchase 56.38% of the outstanding common
stock of As de Oros for consideration consisting of a promissory note with a
stated amount of $2.4 million due in January, 2000, and 815,686 shares of the
Company's common stock, having a then current market value of approximately $2.6
million. On November 22, 1999, the Company consummated the acquisition of the
remaining 43.62% shares of common stock of As de Oros in exchange a total of
2,486,407shares of the Company's common stock, such that, as of the date hereof,
the Company owns 100% of the common stock of As de Oros.
The consolidated financial statements of the Company as of September 30, 2002
and 2001 reflect the acquisition of As de Oros using the purchase method of
accounting. The acquisition of As de Oros generated goodwill amounting to
$3,937,676 which is accounted for in local currency. As of September 30, 2002,
goodwill amounts to $1,723,414.
The Company's references herein to fiscal years 2002, 2001 or 2000 encompass the
years ended September 30, 2002, 2001 and 2000, respectively.
Accounting Principles
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP"). The accounting records of the subsidiaries, Pipasa and As de Oros, which
are maintained in Costa Rican colones and in accordance with accounting
principles generally accepted in Costa Rica, have been translated into U.S.
dollars and converted into U.S. GAAP for consolidation purposes.
Principles of Consolidation
The consolidated financial statements include the accounts of Rica Foods, Inc.
and its subsidiaries, Pipasa and As de Oros. Subsidiaries of Pipasa ("Pipasa de
El Salvador de C.V." and "Pipasa de Honduras de C.V.") and As de Oros ("Planeta
Dorado, S.A." and "Corasa Estudiantes, S.A.)" have been included in the
consolidated financial statements for the Company.
F-9
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
All significant intercompany balances and transactions have been eliminated in
consolidation. For fiscal years prior to 2001, before adoption of SFAS 142, the
Company used the straight-line method to amortize the excess of the purchase
price over the fair market value of the net assets acquired over a period of
five years (See Change in Accounting Policies - Accounting for Goodwill).
Minority Interest
Minority Interest is comprised of Preferred Shares of As de Oros, amounting to
$1,336,445. Preferred cash dividends distributed to As de Oros' preferred shares
are expensed.
Reclassifications
Certain prior period balances have been reclassified to conform to the fiscal
year 2002 presentation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates made by management
include but are not limited to the valuation of inventories, estimated useful
life, the possible outcome of litigations and the ultimate collection of
customer receivables. Actual results in subsequent periods could differ from
management's estimates.
Foreign Currency Translation
Most of the Company's transactions take place in Costa Rica and are denominated
in local currency, the colon ((cent)). The exchange rate between the colon and
the U.S. dollar is determined in a free exchange market, supervised by the Banco
Central de Costa Rica. As of September 30, 2002, 2001 and 2000, commercial
exchange rates were (cent)369.12, (cent)334.58 and (cent)313.35 per $1.00,
respectively.
The financial statements of Pipasa and As de Oros have been translated into U.S.
dollars on the basis of the colon ((cent)) as the functional currency, as
follows: assets and liabilities have been translated at the commercial exchange
rates in effect on the balance sheet dates; stockholders' equity has been
translated at historical exchange rates and income and expenses have been
translated at average exchange rates in effect during the fiscal years. Foreign
currency gains and losses resulting from transactions denominated in foreign
currencies, including intercompany gains and losses resulting from transactions,
are included in the results of operations. The related translation adjustments
for each fiscal year, along with the cumulative amounts as of the balance sheets
dates, are reflected in the accumulated other comprehensive loss section of the
consolidated statements of stockholders' equity.
Cash, Cash Equivalents and Short-term Investments/Fair Value of Financial
Instruments
The Company classifies as cash and cash equivalents all interest-bearing
deposits with original maturities of three months or less. The fair value of a
financial instrument represents the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced sale or liquidation.
As of September 30, 2002, Short-term investments were primarily comprised of
certificate of deposits in U.S. dollars, and are carried on the balance sheet at
fair market value, which approximates costs. Certificates have a maturity from 6
to 12 months and bear interest rates from 6.79% to 9.50%.
The carrying value of cash and cash equivalents, short-term investments, notes
and accounts receivable, due from related parties, accounts payable, notes
payable and due to stockholders, are a reasonable estimate of their fair value
due to the short-term nature of those instruments. The Company estimates that
the carrying value of current installments of long-term debt and long-term debt
approximates fair value because interest rates are adjustable based on market
interest rates.
F-10
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Long-term Investments
Long-term investments are comprised of equity securities and trust accounts.
Equity securities do not exceed 10% participation and are thus, recorded at
their historical cost. Although market value of the investments in equity
securities is not readily determinable, management assesses these investments
for other-than-temporary impairment and believes that the fair value of these
investments exceeds its carrying amount.
Futures Contracts
Futures and option contracts with original maturities of less than one year are
used to hedge fluctuations in corn and soybean meal prices, which are considered
to be a hedge against changes in the amount of future cash flows related to
commodities purchases. The Company does not enter into derivative transactions
for speculative purposes. The Company accounts for its futures transactions in
accordance with the Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities". The
contracts that effectively meet risk reduction criteria are recorded using hedge
accounting. Derivatives that are not hedges are adjusted to fair value through
income. No ineffectiveness was recognized on cash flow hedges during fiscal 2002
or 2001. The Company expects that losses in the amount of $96,989 recorded in
other comprehensive loss as of September 30, 2002, related to cash flow hedges,
will be recognized within the next 3 months. The adoption of SFAS No. 133
effective beginning in fiscal year 2001 did not have a material effect on the
Company's financial position or results of operations. As of September 30, 2002,
the Company has futures contracts in place to hedge purchases of commodities for
$1.76 million, with a fair value of approximately $1.64 million.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using
the weighted-average method, except for inventories in transit, which are valued
at specific cost. Live poultry inventory represents chicks in grow-out stage,
breeders and layer hens. Breeder and layer hen costs are accumulated up to the
production stage (approximately 20 weeks) and are amortized over the estimated
production lives (approximately 65 weeks for breeder and approximately 80 weeks
for layer hens) using the units-of-production method, including a residual
value. After approximately 43 days, chicks in grow-out stage are transferred to
the processing plants. Accumulated costs consist primarily of animal feed and
labor costs. Production poultry represents the accumulated amortization of
breeder and layer hens in their productive stage.
The Company contracts farmers for its grow-out process. These farmers have a
long-term contract with the Company to raise the baby chicks to adult birds.
Ownership of the chickens is not transferred to the farmers, and all animal
feed, medicines and other expenses incurred are accumulated as Live Poultry
inventory. These farmers are paid according to the weight and quality of the
chickens produced, which is recorded as inventory.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Improvements to property,
plant and equipment that extend their useful lives are capitalized. Costs for
maintenance, repairs and minor renewals are charged to expense when incurred.
Depreciation expense is recorded using the straight-line method over the
following estimated useful lives: buildings and facilities--50 years; machinery
and equipment from 5 to 20 years. Guidelines used to establish useful life of
depreciable assets are primarily tax driven. The Company has reviewed these
guidelines and has deemed them appropriate based on assessments made by
engineers and past experience.
Costs of leasehold improvements on properties that are accounted for as
operating leases are capitalized and amortized over the respective lease term
using the straight-line method. Net capitalized leasehold rights amounted to
$492,745 and $666,000 as of September 30, 2002 and 2001, respectively.
Applicable interest charges incurred during the construction of new facilities
are capitalized as one of the cost elements and are amortized over the assets'
estimated useful lives. Interest capitalized during fiscal years 2002 and 2001
was $187,600 and $860,815, respectively.
F-11
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Impairment Charges
The Company assesses long-lived assets for impairment whenever events and
circumstances indicate that the carrying value of an asset may not be
recoverable from the undiscounted estimated future cash flows expected to result
from its use and eventual disposition. Impairments will be recognized in
operating results to the extent that carrying value exceeds discounted cash
flows of future operations. The Company did not recognize any impairment losses
for the years ended September 30, 2002, 2001 or 2000.
Software Development Costs
The Company capitalizes costs associated with software developed for internal
use. The Company accounts internally developed software according to Statement
of Position 98-1 "Software for Internal Use" ("SOP-98-1"). Under the provisions
of SOP 98-1, the Company capitalizes costs associated with software developed
for internal use when both the preliminary project stage is completed and
management has authorized further funding for the project, which it deems
probable of completion and use for the function intended. Capitalized costs
include direct costs of materials, services consumed in developing the software,
payroll and payroll-related costs for employees who are directly associated with
and who devote time to the internal-use software project, and interest costs
incurred while developing the software. Capitalization of such costs ceases when
the project is substantially completed and ready for its intended use. The
carrying value, net of amortization of software and development costs included
in other assets in the consolidated balance sheets amounting to $930,271 and
$1,297,912 as of September 30, 2002 and 2001, respectively, is regularly
reviewed by the Company to determine if an impairment loss should be recognized.
Capitalized internal software development costs are amortized using the
straight-line method over a period of five years, which totaled $290,400,
$291,316 and $175,957 for the years ended September 30, 2002, 2001 and 2000,
respectively.
Comprehensive Income
The Company reports comprehensive income in accordance with SFAS No. 130,
"Reporting Comprehensive Income". Accumulated other comprehensive income
includes the cumulative translation adjustment and adjustments of commodity
future contracts to fair value.
Deferral of Loan Costs
The Company is deferring certain commitment fees and other direct loan
origination costs. These charges are being amortized over the contractual life
of the related loans.
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs amounted to
$1,335,980, $1,306,599 and $829,811 for the fiscal years ended September 30,
2002, 2001 and 2000, respectively. Advertising expenses are included in selling
expenses in the accompanying consolidated statements of income.
Income Taxes
The Company files a tax return in the United States, which does not include
operations of any of its subsidiaries. The Company's subsidiaries, As de Oros
and Pipasa, file individual tax returns in Costa Rica. The Company accounts for
income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes".
Under SFAS No. 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to temporary differences between the
financial statement carrying amount of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.
F-12
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Change in Accounting Policies - Accounting for Goodwill
As of October 1, 2001, the Company early adopted the provisions of SFAS No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS No. 142 requires that
goodwill and intangible assets with indefinite lives no longer be amortized, but
instead tested for impairment at least annually and written down with a charge
to operations when the carrying amount exceeds the estimated fair value. Prior
to the adoption of SFAS 142 the Company amortized the goodwill resulting from
the acquisition of As de Oros, amounting to $2,186,090 as of September 30, 2001,
over five years. In connection with the transition provisions for adopting this
standard, the Company performed a transitional impairment test using discounted
cash flows and found no impairment. In accordance with SFAS No. 142, the Company
discontinued the amortization of goodwill effective October 1, 2001. Had the
provisions of SFAS No. 142 been in effect during fiscal years 2001 and 2000, a
reduction of amortization expense and an increase in net income of $787,535 and
$953,828 or an increase of $0.06 and $0.08 per share, respectively, would have
been recorded.
Revenue Recognition
The Company recognizes revenue upon transfer of ownership of the product to the
customer which occurs when the product is physically received by the customer.
Sales discounts are primarily recorded in the period in which the related sale
is recognized. Returned products due to damaged products for which the Company
assumes responsibility are minimal and are recorded in the period in which they
are received. Returned products amounted to $28,900, $63,430 and $88,200 for
fiscal years ended September 30, 2002, 2001 and 2000.
Impact of Recently Issued Accounting Standards
Effective July 1, 2001 and January 1, 2002, the Financial Accounting Standard
Board ("FASB") issued SFAS No. 141, "Business Combinations", and SFAS No. 142,
"Goodwill and Other Intangible Assets," respectively. SFAS No. 141 requires all
business combinations entered into after June 30, 2001 to be accounted for under
the purchase method and specifies the types of acquired intangible assets that
are required to be recognized and reported separate from goodwill. The Company
elected to early adopt the provisions of SFAS No. 142 effective October 1, 2001.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which addresses the financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company adopted SFAS No. 143 on October
1, 2002 and does not expect it to have a material impact on the Company's
financial position, results of operations or cash flows.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 replaces SFAS No. 121, "Accounting
for the Impairment of Long-Lived assets and for Long-Lived Assets to Be Disposed
Of," and establishes a single accounting model for the impairment or disposal of
long-lived assets, including discontinued operations. SFAS No. 144 requires that
long-lived assets to be disposed of by sale, including those of discontinued
operations, be measured at the lower of carrying value or fair value less costs
to sell, whether reported in continuing operations or in discontinued
operations. Discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet been incurred.
SFAS No. 144 also broadens the reporting of discontinued operations to include
all components of an entity with operations that can be distinguished from the
rest of the entity and will be eliminated from the ongoing operations of the
entity in a disposal transaction. The Company adopted SFAS No. 144 on October 1,
2002 and does not expect it to have a material effect on the Company's financial
position, results of operations or cash flows.
F-13
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections".
SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from
Extinguishments of Debt", and an amendment of that Statement, SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements", thereby
gains and losses from extinguishments of debt are no longer classified as
extraordinary items within the income statement unless considered unusual and
infrequent. SFAS No. 145 also rescinds SFAS No. 44, "Accounting for Intangible
Assets of Motor Carriers". SFAS No. 145 amends SFAS No. 13, "Accounting for
Leases", to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale leaseback
transactions. SFAS No. 145 also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The Company adopted SFAS
No.145 beginning October 1, 2002 and does not expect it to have a material
impact on its results of operations, financial position or cash flows.
In June 2002, the FASB issued SFAS No. 146, "Accounting for the Costs Associated
with Exit or Disposal Activities." SFAS No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002 and requires
recording costs associated with exit or disposal activities at their fair values
when a liability has been incurred. Under previous guidance, certain exit costs
were accrued upon management's commitment to an exit plan, which is generally
before an actual liability has been incurred. The Company does not expect the
adoption of SFAS No. 146 to have a material impact on its financial position,
results of operations or cash flows.
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that the
guarantor recognize, at the inception of certain guarantees, a liability for the
fair value of the obligation undertaken in issuing such guarantee. FIN 45 also
requires additional disclosure requirements about the guarantor's obligations
under certain guarantees that it has issued. The initial recognition and
measurement provisions of this interpretation are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002 and the
disclosure requirements are effective for financial statement periods ending
after December 15, 2002. The Company does not expect the adoption of FIN 45 will
have a material impact on its financial position, results of operations or cash
flows.
2. NOTES AND ACCOUNTS RECEIVABLE
Notes and accounts receivable consist of the following:
2002 2001
---- ----
Accounts:
Trade receivables $ 12,087,074 $ 8,110,149
Other 3,063,497 4,161,262
------------ -----------
15,150,571 12,271,411
Less: Allowance for doubtful accounts (546,671) (656,543)
------------ -----------
14,603,900 11,614,868
Add: Short-term notes-trade 1,938,474 662,263
------------ -----------
$ 16,542,374 $12,277,131
============ ===========
Short-term notes trade bear market interest rates that range from 8% to 10.50%
in U.S. dollars and 24% in Colones.
The Company maintains an allowance for doubtful accounts receivable upon the
expected collectibility of receivables. For the years ended September 30, 2002
and 2001, the Company recorded a write-off of doubtful receivables amounting to
approximately $375,000 and $121,700, respectively.
F-14
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
3. BALANCES AND TRANSACTIONS WITH STOCKHOLDERS AND RELATED PARTIES
Related Party Guarantees
Since the Company's inception in 1969 and since 1991, Mr. Chaves and Mr.
Quesada, respectively, have personally guaranteed the repayment of the various
notes, loans and credit facilities (the "Credit Arrangements") of the Company
and its various operating subsidiaries. As of September 30, 2002, an aggregate
of $30,151,178 million of the Company's Credit Arrangements were personally
guaranteed by either Mr. Chaves or Mr. Quesada, and Mr. Chaves and Mr. Quesada
had personally guaranteed the repayment of $27,279,083 million and $13,349,083
million of Credit Arrangements, respectively.
The Company agreed to compensate Mr. Chaves for the guarantee services described
above in an amount equal to 1% per annum of the aggregate loan amount subject to
his personal guarantees (the "Financial Service Fee"). In satisfaction of the
Financial Service Fee, the Company will, as of the end of each fiscal quarter,
make a quarterly payment to Mr. Chaves in an amount equal to .25% of the daily
average aggregate loan balance subject to the personal guarantees (the
"Quarterly Payment"). If, as of the end of the fiscal quarter, Mr. Chaves is
indebted to the Company, Mr. Chaves has the option in his sole discretion to
either (i) direct the Company to use the quarterly payment to off-set the amount
he owes the Company or (ii) receive the Quarterly Payment in cash. Mr. Quesada
does not receive, nor has he ever received, any compensation for providing the
guarantee services described above.
Loans to Related Parties
Name September 30, 2000 September 30, 2001 September 30, 2002
- ---- ------------------ ------------------ ------------------
Calixto Chaves $4,853,212 (1) $7,452,136 (2) $6,643,587 (4)
Monica Chaves 39,326 133,645 0
Jose Pablo Chaves 16,527 61,596 0
Maya TIAMX, S.A. 29,137 (3) 30,523 (3) 30,626 (3)
________________
(1) Includes $3,582,659 owed to the Company by Inversiones La Ribera, S.A.
("Ribera") a Costa Rican company owned by Mr. Chaves and his wife.
(2) Includes $5,570,126, $431,938 and $903,427 owed to the Company by Ribera,
Atisbos and O.C.C., Costa Rican companies owned by Mr. Chaves and his wife.
(3) Maya TIAMX, S.A., is a Costa Rican company owned by Mr. Jose Pablo Chaves.
(4) Consists of $5,495,438, $354,442 and $793,707 owed to the Company by
Ribera, Atisbos and O.C.C.
At various times in the past, Mr. Chaves and companies controlled by him
have borrowed money from the Company. Since September 30, 2000, Mr. Chaves'
largest aggregate amount of indebtedness outstanding occurred at September 30,
2001. The loans made to Ribera, Atisbos and O.C.C., all Costa Rican companies
owned by Mr. Calixto Chaves and his wife, are evidenced by thirteen promissory
notes payable on demand (the "Loans"), nine of which are denominated in U.S.
dollars and accrue interest at the rate of 8%, and four of which are denominated
in Costa Rican colones and which accrue interest at rates ranging from 16% to
24%.
Mr. Chaves has provided collateral for the Loans by creating a trust for the
benefit of Pipasa. The trust contains two assets, two farms, with an aggregate
value of approximately $4 million, as estimated by real estate brokers. The
farms are located in San Rafael de Heredia and Belen, Heredia, and consist of
19,750 square meters and 42,246 square meters, respectively. Mr. Chaves has
informed the Company that both properties are free from encumbrance.
F-15
Since September 30, 2000, the largest aggregate amount of indebtedness
outstanding for both Mr. Jose Pablo Chaves and Ms. Chaves occurred at September
30, 2001. The loans to Mr. Jose Pablo Chaves and Ms. Chaves were evidenced by
Notes, which bore interest at a rate of 10.5%.
Loans From Related Parties
Name September 30, 2001 September 30, 2002
- ---- ------------------ ------------------
Calixto Chaves $67,671 $0
Monica Chaves 22,331
The loans to the Company identified above were principally generated in
instances where, for the sake of convenience, expediency or efficiency, the
lender advanced expenses for the benefit of the Company. The lenders were repaid
but not remunerated for providing such services.
Severance Payments
During fiscal year 2002, the subsidiaries of the Company, Pipasa and As de Oros,
authorized the Chief Executive Officer to receive $275,411 as an advanced
payment with respect to accrued severance benefits for serving as President of
the subsidiaries. The severance benefit was used to satisfy interest expenses on
outstanding loans owed to the subsidiaries by the Chief Executive Officer. No
cash was disbursed or paid to the Chief Executive Officer in this transaction.
Proposed Transaction
The Company is continuing to explore the development and/or acquisition of
strategic business opportunities that it perceives as complimentary with its
core business. For instance, in December 2000, the Company announced its intent
to acquire a majority of the outstanding common stock of Avicola Core Etuba,
Ltda. ("Core"), a Brazilian company engaged in the production and distribution
of poultry products, from the Company's Chief Executive Officer. In March 2001,
the Company agreed to acquire a 75% stake of Core for $3.5 million, and an
option for the remaining 25% stake for $1.7 million. The Company is evaluating
closely the performance of Core to determine if, when and how the Company should
integrate its business with Core, and has postponed indefinitely its acquisition
of Core.
There can be no assurance that the Company will close the Core transaction or
any other transaction and there can be no assurance that the Company's
acquisition efforts will prove to be beneficial to the Company. Even if the
Company's Board of Directors, audit committee and management team believe the
Company should pursue a development of acquisition opportunity and successfully
negotiate the contracts critical to such venture, the Company anticipates that
it may be required to seek the consent of PacLife and potentially certain other
third parties before initiating development efforts or concluding an
acquisition.
4. INVENTORIES
Inventories consist of the following:
2002 2001
---- ----
Finished products $ 4,290,293 $ 2,523,036
Live poultry - net 5,519,611 6,030,579
Materials and supplies 1,798,148 1,951,687
Raw materials 2,214,286 2,140,563
In-transit 322,732 274,279
----------- ------------
14,145,070 12,920,144
Less:
Allowance for obsolescence - (86,819)
----------- ------------
$14,145,070 $ 12,833,325
=========== ============
F-16
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Amortization of Live Poultry amounted to $1,511,798 in 2002 and $1,396,406 in
2001. Production poultry amortization amounted to $3,463,403, $3,262,770 and
$2,331,767 for fiscal years 2002, 2001 and 2000, respectively, and are recorded
as cost of sales.
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized as follows:
2002 2001
---- ----
Land $ 8,149,930 $ 7,740,963
Buildings and facilities 14,547,707 13,382,905
Machinery and equipment 29,861,498 29,731,986
Machinery in-transit 91,869 31,457
Construction in-process 1,263,712 6,876,052
------------ ------------
53,914,716 57,763,363
Less: Accumulated depreciation (14,287,572) (11,935,446)
------------ ------------
$ 39,627,144 $ 45,827,917
============ ============
Depreciation expense for the years ended September 30, 2002, 2001 and 2000
amounted to $4,353,948, $3,769,728 and $3,862,281, respectively.
Applicable interest charges incurred during the construction of new facilities
are capitalized as one of the cost elements and are amortized over the assets'
estimated useful lives. Interest capitalized during fiscal years 2002 and 2001
was $187,600 and $860,815, respectively.
6. LONG-TERM INVESTMENTS
Long-term investments, which are carried at cost, consist of the following:
2002 2001
---- ----
Grupo Industrias Oleaginosas S.A.
("INOLASA") $ 2,816,225 $ 3,106,955
La Condesa, S.A. 541,829 597,764
Trust accounts 723,196 588,657
Other (less than 50% ownership) 28,059 19,035
----------- -----------
$ 4,109,309 $ 4,312,411
=========== ===========
Short-term investments are comprised primarily of certificates of deposits in
U.S. Dollars that are due from 6 to 12 months, and bear interest rates from
6.79% to 9.50%.
INOLASA is the only supplier of soybean meal in Costa Rica. The Company has a
10% ownership interest in INOLASA, which is accounted for under the cost method
and dividends are recorded in income when they are declared. During the years
ended September 30, 2002 and 2001, the Company received cash dividends from
INOLASA amounting to approximately $392,000 and $395,000, respectively. These
dividends are included in miscellaneous, net in the accompanying consolidated
statements of income.
During 1998, the Company acquired 200,000,000 preferred shares of La Condesa,
S.A., a corporation in Costa Rica engaged in the hotel business. Such shares do
not provide an ownership interest to the Company.
F-17
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
7. OTHER ASSETS
Other assets consist of the following:
2002 2001
---- ----
Guarantee deposits $ 200,739 $ 256,441
Self insurance trust 293,583 382,380
Real estate held for development, at cost 3,217,519 755,509
Software-net 1,230,434 1,732,118
Reforestry 604,231 608,685
Trademarks 433,124 536,607
Other 584,777 141,983
----------- -----------
$ 6,564,407 $ 4,413,723
=========== ===========
Reforestation projects are in developing stage, and as such, all expenses
incurred related to maintenance of the project are capitalized until the
developing stage is completed. Capitalized amounts approximate $55,000 per year.
Software is comprised of internally developed software and purchased software
which is ready for service.
8. NOTES PAYABLE
Notes payable consist of the following:
2002 2001
---- ----
Loans payable in U.S. Dollars $16,855,813 $ 17,789,162
Loans payable in Colones 272,130 405,487
Less deferred debt issuance costs (53,607) (19,380)
----------- ------------
$17,074,336 $ 18,175,269
=========== ============
Loans payable include lines of credit and commitments with banks to support
operations of the Company. Debt issuance costs are deferred and then amortized
over the term of the debt. Fimat USA, Inc. a brokerage firm, finances the
Company's purchases of corn and soybean meal up to $500,000. Notes payable are
due from October 2002 through September 2003 and bear annual interest rates
ranging from 4.53% to 11.50% in dollars and from 16.2% to 20.0% in colones.
As of September 30, 2002, the Company had short-term line of credit agreements
with banks in the maximum aggregate amount of $25.8 million, of which $23.2
million had already been drawn ($18.6 million for 2001, of which $17.3 million
had already been drawn). Property amounting to $2.14 million secure line of
credit agreements amounting to $7.04 million. Other lines of credit and notes
payable are unsecured.
9. LONG-TERM DEBT
Long-term debt consists of the following:
2002 2001
---- ----
Series A Senior Notes $ 4,800,000 $ 6,400,000
Series B Senior Notes 7,200,000 9,600,000
Bank loans denominated in U.S. dollars 12,102,539 11,741,867
Bank loans denominated in Costa Rican colones 257,032 593,637
Less: Deferred debt issuance costs (150,481) (228,957)
------------ ------------
24,209,090 28,106,547
Less: Current portion 8,190,702 7,216,726
------------ ------------
$ 16,018,388 $ 20,889,821
============ ============
As of September 30, 2002, the Company had long-term line of credit agreements
with banks for a maximum aggregate amount of $3.2 million, of which $1.7 million
had been drawn, bearing interest rates of 8.75% and 10.83%, and are unsecured.
Bank loans are due from November 2002 to October 2008. Debt issuance costs are
deferred and then amortized over the term of the debt. As of September 30, 2002,
long-term debt amounting to $4.9 million was secured by property valued at $4.8
million.
F-18
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
During fiscal year 1998, the Company completed a private placement (the "Private
Placement") with Pacific Life Insurance Company ("PacLife") of $20 million in
notes payable bearing an annual interest rate of 11.71%, (11.96% beginning in
January 2001) comprised of $8 million in Series A Senior Notes and $12 million
in Series B Senior Notes (collectively the "Notes"). The closing date of the
Private Placement was on January 23, 1998 for Series A and February 26, 1998 for
Series B Notes. Pipasa and As de Oros serve as guarantors for this Private
Placement. Costs associated with issuance of private placement amounted to
$540,000, which is being deferred through out the life of the loan using
straight-line method of amortization.
The Private Placement includes the following terms, among others:
[X] The Notes shall be payable annually in five consecutive principal
installments amounting to $4 million each beginning on January 15, 2001.
[X] The Notes have a two-year principal payment grace period.
[X] Applicable covenants require that there will be no significant
organizational changes and that the Company will comply with all federal
and local laws and regulations.
[X] Financial and business information for the Company and its subsidiaries
will be remitted periodically to the lenders.
In connection with the issuance of the Notes, the Company entered into certain
negative covenants (the "Negative Covenants") in favor of PacLife. More
specifically, among other things, the Company covenanted to refrain from
participating in any material transaction, except transactions in the ordinary
course of business with arms-length terms with any person (other than a
subsidiary) which directly or indirectly through one or more intermediaries
controls, is controlled by, or is in common control with the Company. The
Company further agreed that it would not incur additional debt unless that ratio
of the Company's consolidated total debt to the Company's consolidated earnings
before interest, taxes, depreciation, and amortization ("EBITDA") was less than
3 to 1. (the "New Debt Covenant"). Likewise, the Company agreed to restrict its
subsidiaries from incurring any additional debt unless the sum of (i) the total
debt outstanding of all subsidiaries and (ii) debt secured by liens does not
exceed .5 times the Company's EBITDA (the "Subsidiary Debt Covenant"). The
Company also covenanted that it would not create or incur any lien securing its
consolidated total debt unless the sum of (i) the debt secured by such liens and
(ii) the debt incurred by the Company's subsidiaries pursuant to the Subsidiary
Debt Covenant would not exceed .5 times the Company's consolidated earnings
before interest, taxes, depreciation, and amortization and the debt could be
incurred by the Company pursuant to the New Debt Covenant. The Notes contain a
provision requiring the Company to pay PacLife a fee in the event the Notes are
satisfied prior to their scheduled maturity.
As of January 14, 2002, the Company obtained a waiver of certain possible
breaches of the Negative Covenants contained in the amended and restated note
purchase agreement dated December 28, 2001, among Rica, Pipasa, As de Oros, and
PacLife (the "Amended Agreement"). The potential breaches did not involve any
payment violation. The Company has made all required payments to PacLife,
including a payment of $4.96 million of principal and interest in January 2002
and a payment of $750,000 of interest in July 2002. In addition, the Company
expects to make the next required principal and interest payment of $4.7 million
by January 15, 2003. Thereafter, the principal amount of Notes will be reduced
to $8 million.
As of September 30, 2002 and December 31, 2002, the Company had regained
compliance with the provisions of all except one of the Note's covenants
regarding transactions with affiliates (the "Affilitate Covenant"). However,
PacLife has granted the Company a conditional waiver with respect to the
Company's breach of the Affiliate Covenant. As a condition to the waiver, the
Company has agreed that the aggregate amount of the loans to affiliates shall
not be increased at any time, and, if any of such loans are repaid, neither the
Company nor any of its subsidiaries shall make any additional affiliate loans.
Interest rates for long-term debt are as follows:
2002 2001
---- ----
Private Placement 11.96% 11.96%
U.S. dollar loans 2.47% - 11.00% 4.63% - 11%
Costa Rican colones loans 24.00% - 24.50% 22.5% - 24%
F-19
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Future payments on long-term debt as of September 30, 2002 are as follows:
Year Amount
---- ------
2003 $ 8,190,702
2004 7,029,149
2005 6,495,738
2006 1,423,197
2007 688,516
Thereafter 381,788
------------
$ 24,209,090
============
10. EARNINGS PER SHARE
Earnings per share is computed on the basis of the weighted average number of
common shares outstanding plus the effect of outstanding warrants and stock
options using the treasury stock method according to SFAS No. 128, "Earnings per
Share".
The following is a reconciliation of the weighted average number of shares
currently outstanding with the number of shares used in the computations of
fully diluted earnings per share:
2002 2001 2000
---- ---- ----
Numerator:
Net income applicable to common
stockholders $ 2,917,291 $ 1,348,784 $ 2,888,947
Denominator:
Denominator for basic income per share 12,811,469 12,810,021 11,874,190
Effect of dilutive securities:
Options to purchase common stock - - 4,284
Denominator for diluted earnings per share 12,811,469 12,810,021 11,878,474
----------- ----------- -----------
Earnings per share:
Basic $ 0.23 $ 0.11 $ 0.24
=========== =========== ===========
Diluted $ 0.23 $ 0.11 $ 0.24
=========== =========== ===========
11. EMPLOYEE BENEFIT PLAN
The Company has a Stock Option Plan (the "Plan"), in which certain directors,
officers, employees and entities that provide services to the Company and its
subsidiaries are participants. In October 1999, the Company granted to
seventy-six (76) officers and employees 7,600 shares of the Company's common
stock, which vested upon issuance. Officers and employees were restricted from
selling the shares granted and exercised for a period of one year. In addition,
7,600 options to purchase shares of common stock of the Company were issued on
the same date to those same officers and employees, at an exercise price of
$6.00 which vested upon issuance and had to be exercised within a period of one
year, after which the officers and employees are restricted from selling such
shares of common stock for one additional year. Market price per share on the
date of the grant and issuance of the stock options was $11.40. As of September
30, 2000, 64 employees exercised their stock options, which totaled to 6,400
shares of common stock. All options under this plan expired on September 30,
2000 and no options were outstanding as of September 30, 2002, 2001 or 2000.
F-20
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The Company applied Accounting Principles Board (APB) Opinion No. 25 in
accounting for its stock options, and accordingly, compensation costs for the
shares granted and stock options issued were expensed during fiscal year 2000.
Accordingly, compensation costs amounting to $121,598 for the shares granted and
stock options issued were expensed during the year ended September 30, 2000.
There is no material difference between pro forma earnings and earnings per
share based on the fair value of the options required to be disclosed under SFAS
123 and the earnings currently reported by the Company.
A summary of the activity of the Company's stock based compensation plan for
fiscal year 2000 is as follows:
Number of Weighted Average Weighted Average
--------- ---------------- ----------------
Shares Exercise Price Fair Value
------ -------------- ----------
Outstanding as of
September 30, 1999 - - -
Granted 7,600 $ 6.00 $ 11.40
Exercised 6,400 6.00 11.60
Forfeited - - -
Expired 1,200 6.00 -
----------
Outstanding as of
September 30, 2000 -
==========
Employees of the Company are also provided with a profit sharing program. If
either one of the Company's subsidiaries has a successful year and generates
profits in excess certain of budgeted levels, that entity will distribute a
percentage of its net income to its employees. This incentive is calculated
monthly and distributed every two months. As of September 30, 2002, the Company
had a provision of approximately $73,000 for the profit sharing program, which
was paid to employees during November 2002.
12. STOCKHOLDERS' EQUITY
Common Stock
As of September 30, 2002 and 2001, 20,000,000 shares of common stock with a par
value of $0.001 were authorized.
During November 1997, the Board of Directors authorized the repurchase of up to
66,667 shares of the Company's common stock. The repurchase program authorizes
management, at its discretion, to make purchases from time to time, as
circumstances warrant. As of September 30, 2002, the Company had repurchased
52,852 shares for $283,394. These shares have been included in treasury stock as
of September 30, 2002.
Preferred Stock
On September 30, 2002 and 2001, 1,000,000 shares of preferred stock of the
Company were authorized. No shares of preferred stock had been issued as of
September 30, 2002. Preferred shares issued by the subsidiaries of the Company
are as follows:
Pipasa
Preferred shares issued consist of Class C preferred shares and TCA preferred
shares, which refer to "Titulos de Capital" in Costa Rica, amounting to 317,831
shares and 637,000 shares, respectively. As of September 30, 2002, there were
317,831 shares of Class C preferred shares outstanding which amount to
$2,216,072 in the accompanying consolidated balance sheets. These preferred
shares are included in minority in the accompanying consolidated balance sheets
as of September 30, 2002 and 2001. These preferred shares are not redeemable,
are not convertible into common stock and the holders have no voting rights.
These preferred shares are comprised of subcategories and receive dividends
based on the following:
F-21
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
[X] Class C-A, C-B and C-D preferred shares, which amount to 186,431
shares, receive a 10% annual dividend payable monthly and adjustable
by the Board of Directors.
[X] Class C-C preferred shares, which amount to 131,400 shares, receive an
annual dividend equal to the prime rate set by the Banco Central de
Costa Rica plus two percent, payable monthly, which as of September
30, 2002 averaged approximately 18.65%.
During fiscal years 2002, 2001 and 2000 dividends of $145,398, $152,346 and
$182,892 respectively, were paid on these preferred shares and are reflected as
preferred stock dividends in the accompanying consolidated statements of income.
During fiscal year 2000, the Board of Directors of Pipasa declared a dividend to
common stockholders of Pipasa for a total of 637,000 TCA preferred shares of
Pipasa, valued at $2,143,626. Based on Pipasa's ownership, Inversiones La
Ribera, S.A. received 257,602 shares, valued at $866,882. Immediately after the
issuance of such preferred stock, Inversiones La Ribera, S.A. used the total
dividends received to cancel outstanding debts with Pipasa. The dividends
distributed during fiscal year 2000 correspond to Pipasa's earnings pertaining
to fiscal year 1999.
As de Oros
As of September 30, 2002 and 2001, 1,200,000 Class C preferred shares of As de
Oros were authorized, of which 158,374 had been issued for a total of
$1,003,287. These preferred shares are not convertible into common stock and the
holders have not voting rights. The holders of these preferred shares receive
dividends based on the following:
[X] Class C Series 1 preferred shares, which amount to 87,600 shares,
receive a monthly dividend equal to the prime rate set by the Banco
Central de Costa Rica plus two percent.
[X] Class C Series 2 preferred shares, which amount to 70,774 shares,
receive a monthly dividend of no less than 10%, adjustable annually by
the Board of Directors.
These preferred shares are included in minority interest in the accompanying
consolidated balance sheets as of September 30, 2002, and 2001. During fiscal
years 2002, 2001 and 2000 dividends of $75,959, $77,293, and $88,404,
respectively, were paid on these preferred shares and are reflected as part of
the minority interest in the accompanying consolidated statements of income.
During fiscal year 2000, the Board of Directors of As de Oros declared a
dividend of 590,000 series TCA shares of preferred stock of As de Oros, valued
at $1,983,327 to common stockholders of record of As de Oros as of September 30,
1999. As de Oros distributed 332,642 shares to the Company and 257,358 shares to
Comercial Angui, S.A. in accordance with As de Oros' common stock ownership as
of September 30, 1999. The dividends distributed correspond to As de Oros'
earnings pertaining to fiscal year 1999.
Immediately after the issuance of such preferred stock, As de Oros repurchased
from the stockholders a portion of the preferred stock issuance for $881,273,
which equals the value of such repurchased stock. The stockholders used the
proceeds of the purchase to repay outstanding debts to As de Oros. As de Oros
cancelled outstanding debts from Inversiones La Ribera, S.A.
As of September 30, 2002, there are no preferred dividends in arrears.
Treasury Stock
As of September 30, 2002 and 2001, the Company held 52,852 and 47,752 shares of
common stock as treasury stock, respectively, amounting to $283,394 and
$268,394, respectively.
F-22
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Retained Earnings
Current legislation in Costa Rica requires that 5% of annual net income (in
local currency) up to an amount equivalent to 20% of total common stock be
allocated to a legal reserve. As of September 30, 2002 and 2001, the Company has
allocated retained earnings of $2,039,806 and $1,853,159, respectively, for the
creation of a legal reserve.
13. OPERATING LEASES
The Company has operating leases for vehicles, cooling equipment and building
facilities for its restaurants and retail outlets. These lease agreements expire
between October 2002 and September 2004. At the end of the lease term, the
Company has the option of returning or buying the vehicles or the equipment at
estimated market value.
Rental expense for operating leases amounted to $1,839,386, $2,170,084 and
$1,585,886 for fiscal years 2002, 2001 and 2000, respectively.
The future minimum lease payments under the Company's operating leases are as
follows:
Fiscal Year
-----------
2003 $1,337,982
2004 440,485
----------
$1,778,467
==========
14. INCOME TAXES
Income tax expense (benefit) attributable to income from continuing operations
for the years ended September 30, 2002, 2001 and 2000 consists of:
2002 2001 2000
---- ---- ----
Current:
--------
Estimated in the United States $ - $ - $ 12,000
Costa Rica 1,120,068 26,860 392,021
----------- ----------- ---------
Total current taxes 1,120,068 26,860 404,021
----------- ----------- ---------
Deferred:
---------
United States - - -
Costa Rica (78,472) (417,693) (323,798)
----------- ----------- ---------
Total deferred income taxes (78,472) (417,693) (323,798)
----------- ----------- ---------
Total $ 1,041,596 $ (390,833) $ 80,223
=========== =========== =========
Income tax expense differs from the amounts computed by applying the corporate
tax rate in Costa Rica of 30% to pretax income from continuous operations. The
Company presented a loss for its operations in the United States and is not
subject to any income taxes, for which a statutory rate of 35% is required. The
following table summarized the significant differences between the Costa Rican
statutory tax rate and the Company's effective tax rate:
F-23
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
2002 2001 2000
---- ---- ----
Computed statutory income tax expense $ 1,254,074 $ 356,277 $ 1,117,408
Increase (reduction) in income taxes ----------- ------------ -----------
resulting from:
Non-taxable (income) loss, net (195,016) 16,868 (343,819)
Increase (decreases) in provisions (32,552) 9,991 110,080
Tax benefit under Costa Rican Income
Tax Law Article 8, Section T for
Agricultural Companies and Article
8, Section F (44,838) (62,864) (72,069)
Deduction for reinvestment of prior year
earnings in machinery and equipment
under Costa Rican Income Tax Law
Article 8, Section T for Agricultural
Companies - (933,057) (1,215,174)
Additional depreciation permitted
equivalent to 50% of the depreciation of assets
invested in the production process (174,830) - -
Amortization of excess market value over
book value of property plant and
equipment acquired in As de Oros 202,690 280,786 347,371
Depreciation of revalued assets (177,443) (209,437) (246,145)
Amortization of goodwill - 221,574 286,148
Utilization of tax loss carryforwards - (56,224) (411,494)
Losses from subsidiaries and holding
company 287,983 402,946 244,677
Sub-Part F income originated by - - 597,356
intercompany loans
Other items - - (10,318)
----------- ------------ -----------
1,120,068 26,860 404,021
Deferred tax benefit (78,472) (417,693) (323,798)
----------- ------------ -----------
$ 1,041,596 $ (390,833) $ 80,223
=========== ============ ===========
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at September 30, 2002
and 2001 are presented below:
2002 2001
---- ----
Deferred tax assets:
Allowance for doubtful accounts $ 87,112 $ 178,436
Restatement of property, plant and equipment
depreciable for tax purposes in Costa
Rica 2,543,121 3,394,155
Net operating losses in the United States 378,150 228,622
Labor costs capitalized in internally
developed software, expensed for income
tax purposes 33,941 23,772
Vacation accrual (42,581) 239,257
----------- ------------
Total deferred tax asset 2,999,743 4,064,242
Less valuation allowance (2,921,271) (3,646,549)
----------- ------------
$ 78,472 $ 417,693
=========== ============
F-24
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For September 30, 2002 and 2001 the Company established a full valuation
allowance for the tax depreciation resulting from the restatement of property,
plant and equipment. Until July 2001, Costa Rican tax laws permitted companies
to restate their depreciable assets by increasing their book value by 5%
annually, which resulted in additional deductible expense when the restated
portion was depreciated. The Company believes that it is more likely than not
that this depreciation will continue to be deductible in the future, and has
therefore, recorded a full valuation allowance.
The Company also included the effect of net operating loss carry forwards
related to operations in the United States to determine the valuation allowance
for 2001 and 2002. Management believes that it is more likely then not that
these net operating losses will not be utilized in the future, based on the
projected financial performance of Rica Foods, Inc. in the United States.
In July 2001, the government of Costa Rica enacted changes in the income tax
law, applicable for fiscal years ending after September 30, 2001. Such changes
provide, among other things, the following changes in the Costa Rican income tax
law:
[X] Eliminated the restatement of property, plant and equipment, thereby
significantly reducing the related tax depreciation.
[X] Eliminated the one-time deduction equivalent to 50% of the prior
year's investment in property, plant and equipment to be used in
agricultural and industrial activities.
In December 2001, the government of Costa Rica issued a decree amending the July
2001 changes in the tax law, stating that the depreciation expense from property
plant and equipment restatements carried out before August 2001, can be deducted
from the Company's taxable income.
The July 2001 tax reform mentioned above confirmed management's doubts about the
realization of the deferred tax asset associated with the restatement of
property, plant and equipment. Accordingly, a full valuation allowance has been
recorded for the deferred tax asset associated with the restatement of property,
plant and equipment for the year ended September 30, 2002. This allowance could
be adjusted in the future, based on changing conditions.
The recorded deferred tax liability for the years ended September 30, 2002 and
2001 in the amounts of $2,093,066 and $2,162,090, respectively result from book
and tax basis differences on property, plant and equipment derived from the As
de Oros acquisition.
Taxes in the United States have not been provided on undistributed earnings of
foreign subsidiaries, as such earnings are being retained indefinitely by such
subsidiaries for reinvestment. For fiscal years 2001 As de Oros applied loss
carry forwards in the amount of approximately $240,000 as a credit to the income
tax determined in Costa Rica. As of September 30, 2001, the Company had utilized
all net operating loss carry forwards in Costa Rica.
In accordance with income tax regulations in Costa Rica, the subsidiaries are
required to file annual income tax returns for the twelve-month period ended
September 30 of each year. According to Costa Rican's tax law, the income tax
returns of Pipasa and As de Oros for the years ended September 30, 2002, 2001,
2000 and 1999 are open to examination by the tax authorities in Costa Rica.
15. SEGMENT AND GEOGRAPHIC INFORMATION
The Company has operated in the production and marketing of poultry products,
animal feed and quick service chicken restaurants. The Company's subsidiaries
distribute these products throughout Costa Rica and export mostly within Central
America and the Caribbean. The basis for determining the Company's operating
segments is the manner in which financial information is used by management in
its operations. Management operates and organizes the financial information
according to the types of products offered to its customers. The following is a
brief description of the main business segments of the Company:
F-25
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Broiler Chicken: The Company's main brand names for broiler chicken, chicken
parts, mixed cuts and chicken breasts are Pipasa(TM), As de Oros(TM) and
Zaragoza(TM). Broiler chicken is a generic product that is directed to customers
of all social and economic levels. Chicken is sold mostly to supermarket chains,
institutional clients, schools, hospitals, restaurants and small grocery stores.
Chicken By-Products: Chicken by-products include sausages, bologna, chicken
nuggets, chicken patties, frankfurters, salami and pate. The Company's chicken
by-products are sold through the Kimby(TM), Chulitas(TM), Zaragoza(TM), Pimpollo
(TM) and As de Oros(TM) brand names and are sold to all social and economic
levels. These products are sold mainly in supermarkets and sales are
predominately driven by price.
Animal Feed: Animal feed is made with imported raw materials, such as corn and
soybean meal, along with the unused portions of chicken and other vitamins and
minerals. Animal feed is marketed for consumption by cows, pigs, birds, horses,
shrimp and domestic pets. The Company's animal feed products are sold through
the Ascan(TM), Aguilar y Solis(TM), Kanin(TM), Mimados(TM) and Nutribel(TM)
brand names. Customers for the commercial animal feed brand are mainly large
wholesalers and high scale breeders. Products marketed through the Mimados(TM),
Kanin(TM) and Ascan(TM) brand names are targeted towards veterinarians, pet
stores and supermarkets and are sold typically to consumers with medium to
higher income levels.
Quick Service: Corporacion Planeta Dorado, S.A. and Subsidiaries
("Restaurantes") operate 27 restaurants located in rural and urban areas
throughout Costa Rica, including express delivery service in some restaurants.
Restaurantes operates quick service restaurants, which offer a diversified menu
of chicken meals. Restaurantes distinguishes itself from other quick service
chains by offering dishes and using recipes and ingredients that appeal to the
taste of consumers in Costa Rica. The quick service restaurant business is
highly competitive in Costa Rica.
Exports: Subsidiaries of the Company export different products to other
countries in Central America and the Caribbean and occasional exports to Hong
Kong. The Company exports mainly the Pipasa(TM), Mimados(TM) Ascan(TM) and
Kimby(TM) brand names.
Other: This includes sales of commercial eggs, non-recurring sales of fertile
eggs, recycling material and raw material sales among others.
F-26
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Business Segments
- -----------------
(In millions)
Animal Quick
------ -----
Broiler Feed By -Products Service Exports Other Corporate Consolidated
------- ---- ------------ ------- ------- ----- --------- ------------
2002
- ----
Net sales $ 67.87 26.00 14.78 5.58 7.94 8.50 - $ 130.67
Gross profit less selling
expenses 16.89 3.40 2.68 0.06 0.80 0.13 - 23.96
General and Administrative
expenses - - - - - - 14.05 14.05
Income from operations - - - - - - 9.91 9.91
Depreciation and amortization
expense 2.41 0.43 0.27 0.39 0.03 0.01 1.54 5.08
Goodwill 0.91 0.37 0.00 0.39 0.00 0.00 0.05 1.72
Total assets 37.84 9.50 5.48 3.79 1.15 3.29 35.25 96.30
2001
- ----
Net sales $ 70.20 $ 24.62 $ 13.74 $ 6.47 $ 6.18 $ 6.13 - $ 127.34
Gross profit less selling
expenses 14.74 2.82 2.02 0.36 0.45 0.64 - 21.03
General and Administrative
expenses and goodwill
amortization - - - - - - 15.34 15.34
Income from operations - - - - - - 5.69 5.69
Depreciation and amortization
expense 1.86 0.60 0.08 0.37 0.03 0.02 1.35 4.31
Total assets 36.46 13.79 4.66 4.92 1.44 1.31 34.53 97.11
2000
- ----
Net sales $ 73.48 $ 22.42 $ 11.69 $ 8.03 $ 4.56 $ 3.45 - $ 123.63
Gross profit less selling
expenses 15.03 2.45 2.70 0.33 0.02 0.39 - 20.92
General and Administrative
expenses and goodwill
amortization - - - - - - 14.53 14.53
Income from operations - - - - - - 6.39 6.39
Depreciation and amortization
expense 2.57 0.63 0.08 0.22 - - 0.54 4.04
Total assets 34.85 10.62 4.41 6.66 1.31 0.61 34.62 93.08
Geographic Information
- ----------------------
The following represents net sales and long-lived assets by geographic
location:
2002 2001 2000
---- ---- ----
Net sales:
Costa Rica $ 122.73 $ 121.16 $ 119.07
Other 7.94 6.18 4.56
-------- -------- --------
Total $ 130.67 $ 127.34 $ 123.63
-------- -------- --------
Long-lived assets:
Costa Rica $ 38.48 $ 45.74 $ 44.30
Other 1.15 0.09 1.13
-------- -------- --------
Total $ 39.63 $ 45.83 $ 45.43
-------- -------- --------
F-27
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
16. Other income
Miscellaneous, net consists of the following:
2002 2001 2000
---- ---- ----
Dividends from INOLASA $ 392,000 $ 395,000 $ 550,000
Gains on sale of assets 227,557 579,298 509,272
Services charged and materials
and supplies sold to
contracted farmers 42,161 92,862 33,083
Income tax refund - 168,663 -
Others 68,892 33,408 247,684
--------- ---------- ----------
$ 730,610 $1,269,231 $1,340,039
========= ========== ==========
During fiscal 2001, the Company was recognized an over-payment of income taxes,
and was refunded with income taxes paid in excess.
17. ACQUISITIONS AND DISPOSALS OF ASSETS
The Company is continuing to explore the acquisition of majority of the
outstanding common stock of Industrias Avicolas Integradas, S.A. ("Indavinsa"),
and Avicola Core Etuba Ltda. ("Core"), both engaged in the production and
distribution of poultry. The Company is evaluating closely the performance of
these companies to determine if, when and how the Company should integrate its
business with the acquisition target. These potential investments have been
postponed indefinitely.
As with any business acquisition, there can be no assurance that the Company
will close these acquisitions and there can be no assurance that these
acquisitions efforts will prove to be beneficial to the Company. Even if the
Company's board of directors, audit committee and management team believe the
Company should pursue a development or acquisition opportunity and successfully
negotiate the contracts critical to such venture, the Company anticipates that
it may be required to seek the consent of PacLife and potentially certain other
third parties before initiating development efforts or concluding an
acquisition. The Company will continue to evaluate financial performance in
order to obtain the necessary information to make a decision.
18. QUARTERLY FINANCIAL DATA
Unaudited summarized financial data by quarter for fiscal 2002 and 2001 is as
follows:
First Second Third Fourth
----- ------ ----- ------
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----
2002
- -----
Net Sales $ 34,782,652 $ 30,598,961 $ 31,925,390 $ 33,358,436 $ 130,665,439
Gross profit 12,424,878 10,524,159 10,379,595 9,849,742 43,178,374
Net income (loss) 1,813,277 436,270 349,236 318,508 2,917,291
Basic earnings per share $ 0.14 $ 0.03 $ 0.03 $ 0.02 $ 0.23
============ ============ ============ ============ =============
Diluted earnings per share $ 0.14 $ 0.03 $ 0.03 $ 0.02 $ 0.23
============ ============ ============ ============ =============
2001
- -----
Net Sales $ 33,278,588 $ 31,342,800 $ 31,003,403 $ 31,711,575 $ 127,336,366
Gross profit 11,967,922 9,719,890 8,499,093 10,308,510 40,495,415
Net income (loss) 1,427,197 (395,693) (633,103) 950,383 1,348,784
Basic earnings per share $ 0.11 $ (0.03) $ (0.05) $ 0.07 $ 0.11
============ ============ ============ ============ =============
Diluted earnings per share $ 0.11 $ (0.03) $ (0.05) $ 0.07 $ 0.11
============ ============ ============ ============ =============
19. CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash equivalents, short-term investments and
trade receivables. The Company places its cash equivalents and short-term
investments with high credit quality financial institutions.
The majority of the Company's customers are located in Costa Rica. No single
customer accounted for more than ten percent of the Company's net sales or
account receivable in fiscal 2002, 2001 and 2000. Credit risk is mitigated due
to the fact that the Company's customer base is diverse and is located
throughout Costa Rica. The Company estimates an allowance for doubtful accounts
based on the credit worthiness of its customers, and general economic
conditions. Consequently, an adverse change in these factors could affect the
Company's estimate of the bad debt allowance.
F-28
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
20. COMMITMENTS AND CONTINGENCIES
Insurance
The Company does not have damage insurance or a specific self-insurance fund for
vehicles that are not under lease agreements. For vehicles under lease
agreement, the Company has an insurance trust fund in the amount of $723,275.
The Company has various other insurance coverage policies for some of its
facilities, productive assets and inventory that insure the Company for an
approximate amount of $32.5 million as of September 30, 2002.
Severance Pay
At the present time, labor laws in Costa Rica require all companies in Costa
Rica to make a severance payment under certain conditions. Until February 2001,
severance pay was equivalent to one month of salary for each year of work;
commencing on March 2001, it is equivalent to an average of 20 days for each
year of work, which is equivalent to approximately 5.6% of each employee's
yearly gross salary. This indemnification is effective after death, retirement
by pension, or separation of the employee. In addition, the Company has to
deposit an additional 3% of each employee's yearly gross salary into a pension
fund.
The Company deposits every month in ASERICA 5.33% of each employee's yearly
gross salary as part of severance pay, and the employees are required to make a
monthly deposit equivalent to 4% of their monthly salary as part of a savings
program. Every February of each year, ASERICA pays each employee 1.33% of the
5.33% initially deposited. Amounts paid or transferred to ASERICA may not cover
completely the severance payment at the time the employee leaves, since
severance payment calculation is based on the average of the last 6 months'
salary. Any remaining amount owed by the Company must be settled when the
employee is terminated. As of September 30, 2002, the Company provisioned
severance pay in the amount of approximately $138,000 included in accrued
expenses and believes it is reasonable based on past experience.
Construction Commitments
In the normal course of business, the Company enters into commitments for
construction or renovations of its buildings, plant facilities and leased
outlets. As of September 30, 2002, the Company did not have any outstanding
amounts under these construction commitments.
Litigation, Claims and Assessments
Pipasa is a defendant in a lawsuit brought in Costa Rica, pursuant to which the
plaintiff in such action is seeking damages in an amount equal to $3.6 million.
Pipasa was served with prejudgment liens for $1.5 million and, with the approval
of the Juzgado Sexto Civil, the court with jurisdiction over the lawsuit,
certain parcels of real estate owned by Pipasa have been substituted for such
liens. This approval was ratified by the Superior Court on November 11, 1999,
and all funds initially attached have been released and returned to Pipasa.
Costa Rica law requires the posting of guarantees by a plaintiff seeking
prejudgment liens and, in connection with this lawsuit, Pipasa has filed
objections to the guarantee filed by the plaintiff. A ruling on these objections
is pending. Pipasa has also filed pleadings in opposition to the underlying
lawsuit; a ruling on these pleadings also remains pending.
In connection with this pending lawsuit, the plaintiff also brought suit against
Pipasa in the State of California and the State of Florida. The California
lawsuit has been dismissed without prejudice. The Florida lawsuit is still
pending and Pipasa's defense is based on, among other things, a lack of personal
jurisdiction in the State of Florida. Interrogatories, Request to Produce
Documents and Request for Admissions have been answered by Pipasa. The Company
and its Chairman, Calixto Chaves, as an unrelated third party, were subject to a
Request to Produce Documents to the extent each possesses information and/or
documents related to the case. The Company cannot ascertain the basis of the
claim or the relief sought, but believes the lawsuits are without merit and
intends to assert an appropriate defense. At the present time, neither the
Company nor Pipasa can evaluate the potential impact of this lawsuit on the
financial results of the Company, nor can the Company assess the likelihood of
an unfavorable outcome.
F-29
RICA FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
On or about January 8, 2002 Richard W. Baldwin, individually and on behalf of
all others similarly situated, filed a putative class action lawsuit against the
Company., Calixto Chaves, Jose Pablo Chaves, Randall Piedra and Monica Chaves
(collectively the "Defendants"). Specifically, the plaintiffs alleged violations
of Section 10(b) and Section 20(A) of the Securities Exchange Act of 1934 and
Rule 10b-5 promulgated thereunder. The plaintiffs in the Class Actions sought
class certification, compensatory damages, pre-judgment and post-judgment
interest, attorneys' fees and costs and such other relief as the Court might
deem appropriate.
On July 24, 2002, the Court granted the Company's Motion to Dismiss, without
prejudice. On August 7, 2002, Baldwin filed an Amended Complaint against the
Company and the Individual Defendants identified above. On August 12, 2002, Rica
Foods filed a Motion to Dismiss the Amended Complaint. On November 14, 2002, the
Court dismissed with prejudice the class action lawsuit.
No legal proceedings of a material nature, to which the Company or the
subsidiaries are a party, exist or were pending during the fiscal year ended
September 30, 2002. The Company, except for the legal proceedings disclosed
above, knows of no other legal proceedings of a material nature pending or
threatened or judgments entered against any director or officer of the Company
in his capacity as such.
The Company is involved in various other claims and legal actions arising in the
ordinary course of business. In the opinion of the Company's management, the
ultimate disposition of these matters will not have a material adverse effect on
the Company's consolidated financial position, results of operations or
liquidity.
F-30
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
Beginning Additions Non-cash Ending
Balance Charged to Cash Reductions Balance
Description Accrual Income Reductions (Additions) Reversal Accrual
- ----------- ------- ------ ---------- ----------- -------- -------
Provision for doubtful
receivables
2002 $ 656,543 449,598 - 559,470 - $ 546,671
2001 797,611 122,150 - 263,218 - 656,543
2000 675,334 352,058 - 229,781 - 797,611
Provision for inventory
obsolescence
2002 $ 86,819 139,340 - 226,159 - $ -
2001 74,682 17,428 - 5,291 - 86,819
2000 52,620 33,004 - 10,942 - 74,682
Valuation allowance
2002 $ 3,394,155 - - 289,651 (561,383) 2,543,121
2001 3,010,670 546,321 - 162,836 - 3,394,155
2000 2,897,682 294,078 - 181,090 - 3,010,670
F-31
Exhibit Index
Exhibit Number Description
A Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
B Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002