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DNAP announces year-end and fourth-quarter 1998 results
Oakland, California
February 25, 1999

DNAP Holding Corporation announced year-end and fourth-quarter financial results for the full year
ended December 31, 1998. For the year ended December 31, 1998, DNAP reported a net loss of
$15.6 million, or $0.80 per share, as compared with a loss of $20.3 million, or $1.11 per share in
1997. DNAP also reported losses from operations of $7.4 million for 1998 compared with a loss of
$18.5 million for full-year 1997.

Total revenues for full-year 1998 were $262.1 million versus $ 281.2 million for full-year 1997. The
reduction in DNAP's revenue was the result of its divestiture of Royal Van Namen in 1998, which
accounted for $55.0 million of 1997 revenues. Excluding the revenues associated with Royal Van
Namen, DNAP's revenues increased by 16% for full-year 1998.

DNAP's net loss decreased to $1.3 million in the fourth quarter of 1998, or $0.05 per share,
compared with $6.6 million, or $0.36 per share, for the corresponding quarter in 1997. Total
revenues for the quarter ended December 31, 1998 were $70.7 million, compared with $76.9
million for the same quarter in 1997. For the quarter ended December 31, 1998, revenues in the
U.S., Canadian, and Mexican distribution operations increased to $66.5 million, an increase of 6% compared with $62.7 million for the quarter ended December 31, 1997. DNAP also reflected a
sharp turnaround in its profit from operations of $3.0 million in the 1998 fourth quarter, compared
with a loss from operations of $4.7 million for the corresponding quarter in 1997. The significant
improvement in operating profit resulted from the implementation of DNAP's reorganization and cost cutting in its farming and distribution activities as well as favorable November and December pricing environments. Also, during the fourth quarter, DNA Plant Technology Corporation, the Company's research and technology arm, showed a positive operating profit of $1.5 million due to higher licensing and contract revenues as compared with a loss of $1.3 million in 1997.

DNAP Holding announced it is close to completing a refinancing of its $85 million in consolidated
debt. This refinancing, if successfully completed, will result in a three year $100,000,000 credit
facility that will enable the company to correct the significant working capital imbalance that has
persisted for several years and relieve the risk associated with the need to continuously refinance
large short-term lines of credit. This credit facility will be fully guaranteed by DNAP Holding's parent company, Empresas La Moderna, S.A. de C.V.. Certain restrictions will be placed on the DNAP Holding with respect to capital investments, acquisitions, dividends, and use of proceeds from asset sales. It currently is expected this credit facility will close by mid-March. 

DNAP Holding also announced successful outcomes in two lawsuits brought by Grace Brothers Ltd. against DNA Plant Technology Corporation. The lawsuits related to purchases of DNA Plant
Technology common and preferred stock made by Grace Brothers Ltd. in 1995 and 1996.
Summary judgments were granted in favor of DNA Plant Technology in both cases during the past
month. DNAP Holding went on to state that it will vigorously contest two class action lawsuits filed in January on behalf of former holders of DNA Plant Technology's preferred stock. The lawsuits allege that there were material misrepresentations and omissions in the proxy statement/prospectus relating to the 1996 merger of DNA Plant Technology with a subsidiary of the company. The company believes the claims are without merit.

DNAP Holding Corporation is a leading biotechnology company focused on using its proprietary
genetic engineering and plant science technologies to develop and improve the quality and agronomic traits of fruits and vegetables. Through its fresh produce growers and distribution companies, DNAP is known for its premium Master's Touch® and FreshWorld Farms® brands. DNAP has strategic joint ventures and licensing agreements with some of the world's leading agricultural companies, with its affiliates, including Seminis Vegetable Seeds, Inc., with value-added producers and marketers, and with biotechnology research groups. DNAP Holding Corporation is majority owned by Mexico's Empresas La Moderna S.A. de C.V. , whose subsidiaries include the world's biggest vegetable seed company.

All statements in this press release other than statements of historical facts are ``forward-looking''
statements, including without limitation statements regarding the Company's financial position,
business strategy, plans and objectives of management, and industry conditions. Although the
Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. The following factors, among others, may affect the Company's actual results and could cause such results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company: competitive factors, agribusiness risks, governmental and economic risks associated with foreign operations, public acceptance of genetically-engineered products, commercial success of new products, proprietary protection of and advances in technology, possible need for additional financing, as well as the ability of the Company to successfully integrate recent acquisitions and its management information systems and controls. Further information on the factors that could affect the Company's financial results is contained in the Company's Form 10-K for the year ended December 31, 1997 which has been filed with the Securities and Exchange Commission, and will be updated in the Company's Form 10-K for the year ended December 31, 1998 which will be filed on or before March 31, 1999.

DNAP HOLDING CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
Thousands of U.S. Dollars (except per share amounts)

. Quarter ended Dec. 31 Year ended Dec. 31
. 1998 1997 1998 1997
Total revenues $70,694 $76,910 $262,111 $ 281,198
Cost of sales (57,416) (71,011) (235,602) (262,713)
Gross Profit 13,278 5,899 26,509 18,485
Selling and administrative expenses (7,886) (8,680) (25,151) (26,660)
Research and development expenses (1,688) (1,375) (5,846) (5,072)
Purchased research and development -- (2) -- (2,815)
Amortization of goodwill, patents and trademarks (746) (577) (2,940) (2,407)
Operating (loss) income 2,959 (4,715) (7,428) (18,469)
Interest expense (2,342) (1,853) (7,982) (5,704)
Interest income 431   1,195 1,285 1,964
Exchange (loss) gain, net (1,859) (854) (1,762) (481)
Other non-operating (expense) income (1,198) (829) (1,119) (182)
Loss before income tax (2,010) (7,056) (17,006) (22,872)
Income tax (expense) benefit 154   (444) (456) (1,426)
Minority interest in net loss of subsidiaries 600 925    1,857 3,986
Net loss (1,256) (6,575) (15,605) (20,312)
Net loss per share
- basic and diluted
$(0.05) $(0.36) $(0.80) $(1.11)
Weighted average number of common shares outstanding 23,301,361 18,370,640 19,603,320 18,370,640

This schedule contains financial data extracted from the Company's financial statements at and for the quarter and year ended December 31, 1998, which will be included in the Company's Form 10-K annual report for such period, which will be filed on or before March 31, 1999 and is qualified in its entirety by reference to such financial statements.

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