BUSINESS
OVERVIEW
We are the largest private distributor of agricultural and non-crop inputs in
the United States and Canada. We market a comprehensive line of products
including crop protection chemicals, seeds and fertilizers to growers and
regional dealers. As part of our product offering, we provide a broad array of
value-added services including crop management, biotechnology advisory services,
custom blending, inventory management and custom applications of crop inputs.
The products and services we offer are critical to growers because they lower
the overall cost of crop production and improve crop quality and yield. As a
result of our broad scale and scope, we provide leading agricultural input
companies with an efficient means to access a highly fragmented customer base of
farmers and growers.
As of January 26, 2004, we maintained a comprehensive network of approximately
350 distribution and storage facilities and five formulation and blending
plants, strategically located in the major crop-producing areas of the United
States and Canada. As of January 26, 2004, our integrated sales network covered
over 70,000 active stock keeping units, or SKUs, supported by approximately
1,100 sales people, the majority of whom have technical training in agronomy.
This network of facilities, together with our technical expertise, enables us to
efficiently process, distribute and store products close to our end-users and to
supply our customers on a timely basis during the compressed planting and
growing season. In addition, our widespread geographical presence provides a
diversified base of sales that helps to insulate our overall business from
difficult farming conditions in any one area as a result of poor weather or
adverse market conditions for specific crops or regions.
We distribute products manufactured by the world's leading agricultural input
companies, including BASF, Bayer, Dow, DuPont, Monsanto and Syngenta, as well as
ConAgra International Fertilizer Company. We believe we are amongst the largest
customers of agricultural inputs of these suppliers and have long-standing
relationships with these companies. We also distribute products from over 100
other suppliers as well as over 200 of our own proprietary private label
products. Our extensive infrastructure is a critical element of our suppliers'
route-to-market, as it enables them to reach a highly fragmented customer base.
As of January 26, 2004, we had approximately 70,000 customers, with our ten
largest customers accounting for approximately 3% of our net sales in fiscal
2003. Our customers include commercial growers and regional dealers, as well as
consumers in non-crop industries. Our significant scale provides our customers
with an efficient and cost-effective method of purchasing agricultural and
non-crop inputs.
At the end of fiscal 2002, our new management team began to implement several
strategic initiatives to increase our operational efficiency. As part of that
strategy, we rationalized headcount, enhanced our credit policies and
information systems, improved inventory management and closed unprofitable
distribution centers. Largely as a result of that strategy, we successfully
increased our income before income taxes as a percentage of net sales from 0.1%
in fiscal 2001 to 2.4% for the twelve months ended November 23, 2003, while
reducing average working capital as a percentage of net sales from approximately
25% in fiscal 2001 to approximately 20% in fiscal 2003, a reduction of $209.2
million. We believe we are well positioned to drive further efficiencies in
working capital and further enhance our margins.
UAP was initially formed by ConAgra Foods through a series of acquisitions,
beginning in May 1978 with the acquisition of a 49% interest in a group of
companies engaged in the domestic distribution of agricultural chemicals.
ConAgra Foods purchased the remaining 51% from several remaining stockholders in
1980. In 1983, UAP acquired AgChem, Inc., and in 1985 acquired Cropmate Company
Inc. UAP expanded its business into Canada through the 1988 purchase of Pfizer
Canada, and in 1991 acquired Donnell Agriculture. After a series of additional
acquisitions, on November 24, 2003, ConAgra Foods sold UAP and its related
businesses to UAP Holdings. For more information on this transaction see "The
Acquisition."
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INDUSTRY OVERVIEW AND TRENDS
The agricultural inputs market in the United States was estimated at $26 billion
in 2002 and has experienced relative stability since 1997, as measured by total
revenues, according to the most recent available survey by the USDA National
Agricultural Statistics Service. Key drivers of the market include: continued
population growth; the use of more effective chemicals and fertilizers; stable
planted acreage; the trend towards larger and more efficient farms; and the
increased use of biotechnology in the production of seeds. The three primary
product areas of the market are crop protection chemicals, seeds and fertilizer.
Crop Protection Chemicals. Crop protection chemicals expenditures in the
United States were approximately $8.2 billion in 2002, according to the most
recent available survey by the USDA National Agricultural Statistics Service.
Since 1997, the volume of crop protection chemicals sold in the United States
has increased, but overall revenues have remained essentially flat as
lower-priced generic products have replaced higher-priced patented products,
according to the same survey. This product area includes: (i) herbicides, which
keep weed infestations from depriving crops of plant nutrients and water; (ii)
insecticides, which keep insects from damaging crops; and (iii) fungicides,
which guard against plant diseases.
Seeds. Seed expenditures in the United States were approximately $8.4 billion
in 2002, according to the most recent available survey by the USDA National
Agricultural Statistics Service. The seed market in the United States has
experienced significant growth since 1997, according to the same survey, driven
primarily by increased pricing as a result of improvements in seed technology.
In particular, biological "traits" are becoming genetically engineered into
seeds, thus reducing the need for chemical treatment of crops. These traits
include providing a plant with the ability to resist pests without a chemical
application and the ability of a plant to selectively resist herbicides. These
technological improvements, together with the availability of more productive
seed hybrids, have resulted in higher crop yields.
Fertilizer. Fertilizer expenditures in the United States were approximately
$9.5 billion in 2002, according to the most recent available survey by the USDA
National Agricultural Statistics Service. Since 1997, the volume of fertilizer
sold in the United States has increased, but overall revenues have remained
essentially flat, due largely to falling prices as a result of overproduction,
according to the same survey. Fertilizers are added to soil to replace or
supplement one or more deficient nutrients necessary for plant growth. Nearly
all commercial crops grown in the United States and Canada today are produced
with the use of a commercial fertilizer, as modern crop varieties and higher
yields cannot be sustained by other methods.
Agricultural input manufacturers vary by product category and include major
international chemical, fertilizer and seed companies such as Agrium, Bayer Crop
Science, ConAgra International Fertilizer Company, Dow AgroScience, DuPont, IMC,
Monsanto, PCS and Syngenta. Agricultural input distributors represent the main
route-to-market for crop protection chemicals and fertilizer products, and fill
a critical need in the U.S. and Canadian agricultural inputs market by allowing
suppliers to economically access a highly fragmented customer base of
approximately 2 million growers, dealers and non-crop customers. In addition, we
believe that both suppliers and customers value the supplementary services that
distributors provide, including inventory management, extension of credit,
provision of equipment for the application of agricultural products, custom
blending and crop management consulting.
The primary channel for seed distribution has historically been through "grower
dealers" who distribute seeds within an area around their farms. We believe the
trend in seed sales is migrating towards agricultural distributors who have the
technical knowledge and ability to bundle seed sales with complementary chemical
products.
Grower-owned co-operatives constitute a significant portion of the agricultural
inputs distribution industry, including two of the six largest retailers. The
market has consolidated significantly over the last ten years. We believe, based
on independent consulting work which we sponsored, that in 2002 the largest six
retailers
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accounted for over 50% of sales by the largest 100 retailers in our industry
measured by sales. Consolidation in our industry has been driven by a number of
factors, including: increased average farm size; consolidation of suppliers;
increasing demand for sales people with high levels of technical expertise; poor
performance of co-operatives; overcapacity in the industry; and the need for
sufficient scale to realize strong relationships with suppliers. We believe that
these trends will continue and will result in greater demands being placed on
agricultural input distribution companies. Based on independent consulting work
which we sponsored, we believe that independent national distributors (i.e.,
non-cooperatives) increased their retail market share amongst the largest 100
retailers measured by sales from 37% in 1998 to 42% in 2002, and that larger
companies, such as UAP, will continue to increase their competitive advantage
over businesses with fewer resources.
OUR COMPETITIVE STRENGTHS
We believe our leading market positions, operating model focused on free cash
flow, extensive distribution network, strong supplier relationships, diversified
product offering and proven and incentivized management team will allow us to
increase our net sales, market share and profitability.
Leading Market Positions
We are the largest private distributor of agricultural input products in major
crop-producing regions throughout the United States and Canada. We believe that
our emphasis on selling a full range of quality products and consistently
providing high quality service has enabled us to achieve our leading market
shares. We believe, based on independent consulting work which we sponsored,
that we hold the number one market position, based on net retail sales of the
largest 100 retailers measured by sales, in each of the core product categories
in which we compete:
2002 Retail
Market Market
Category Key Products Position Share
Crop Protection Chemicals Fungicides, Insecticides and Pesticides #1 18%
Seeds Seed and Seed Treatment #1 16%
Fertilizers Plant Nutrition #1 10%
We believe our leading market shares strengthen our position with our suppliers
and enhance our ability to increase sales to existing customers and attract new
customers. We believe our scale provides us with several benefits, including:
(i) volume purchasing and increased shelf space resulting in additional
incentives from our suppliers; (ii) operating efficiencies from leveraging our
fixed costs; and (iii) the ability to invest in our infrastructure in a
cost-effective manner, including information technology systems. In fiscal 2003,
we had net sales of $2.5 billion, including net sales of crop protection
chemicals of $1.7 billion, net sales of seeds of $270.8 million and net sales of
fertilizer of $510.6 million. In addition, our leading local presence in the
markets we serve further benefits us because it allows us to attract and retain
sales people and customers while controlling our risk through geographic
diversity.
Operating Model Focused on Free Cash Flow
We believe that our operating model generates significant free cash flow as a
result of our variable cost structure, low capital expenditure requirements and
efficient working capital management. Our capital expenditures have averaged
less than 1% of net sales over the past three fiscal years. Largely as a result
of operational initiatives implemented during fiscal 2002 and fiscal 2003, our
income before income taxes as a percentage of net sales from 0.1% in fiscal 2001
to 2.4% for the twelve months ended November 23, 2003. Our average working
capital has been reduced from approximately 25% of net sales in fiscal 2001 to
approximately 20% of net sales in fiscal 2003, a reduction of $209.2 million. We
believe that our continued focus on cost reductions and working capital
management will allow us to continue to generate strong free cash flow.
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Extensive Distribution Network
As of January 26, 2004, we operated a broad network of approximately 350 retail
and wholesale farm distribution and storage facilities and five formulation
facilities, strategically located in major crop producing regions. As of January
26, 2004, we had a sales presence in 49 of the 50 states of the United States,
and nine of the 13 Canadian provinces, and our geographic diversity helps us to
mitigate poor weather patterns or economic volatility in any one region and our
exposure to any one crop. We operate an integrated system of distribution
warehouses and, as of January 26, 2004, employed approximately 1,100 sales
people across the United States and Canada. Our network enables us to provide
customers with a broad range of products and reliable service. Our sales people,
the majority of whom have technical training in agronomy, possess an in-depth
knowledge of the industry and have established long-term relationships with
their customers. As residents of the areas in which we operate, our sales people
are an integrated part of the community and understand the region-specific needs
of their customers. We believe that our approach has helped us to form strong
relationships with customers at the local level and has enabled us to generate
revenues per retail outlet of $5.1 million versus $3.4 million on average among
the largest 100 retailers in 2002 as measured by sales, based on independent
consulting work which we sponsored.
Strong Supplier Relationships
We purchase products from over 100 suppliers, including some of the largest
chemical, seed and fertilizer companies in the world. We have strong long-term
relationships with our suppliers, and our relationships with our ten largest
suppliers date back to the original acquisition of UAP by ConAgra Foods in 1978.
We are a critical part of our suppliers' route-to-market because we are able to
help them access a highly fragmented customer base. We believe we are one of the
largest customers of agricultural inputs of our seven largest suppliers, and our
purchasing scale provides us with a competitive advantage relative to smaller
businesses. We believe that our strategic relationships with our suppliers
provide us with reliable access to inventory, volume purchasing benefits and the
ability to deliver a diverse product offering on a cost-effective basis.
Diversified Product Offering
We provide our customers with a comprehensive offering of agricultural inputs,
comprised of over 70,000 active SKUs as of January 26, 2004 consisting of a
broad variety of crop protection chemicals, seeds, and fertilizers, with no
single brand accounting for more than 5% of our net sales in fiscal 2003. We
offer a full line of branded products such as CleanCrop, ACA, Savage, Shotgun,
Signature and Dyna-Gro, in areas such as plant nutrition, seed treatment, crop
protection, adjuvants and seed. The breadth and diversity of our products and
services allows us to act as a "one-stop-shop" that is tailored to meet the
region-specific needs of our customers.
In addition, we are the largest independent distributor of agricultural seed
products in the United States and Canada, and we believe we are well positioned
to benefit from the expected future growth of this market. We believe the trend
in seed distribution is migrating towards using agricultural distributors such
as ourselves, as this allows formulators supplying bio-engineered seeds with
complementary chemical products to reach the market.
Proven and Incentivized Management Team
Our senior management team has an average of over 18 years of experience in the
agricultural inputs industry. Kenny Cordell joined the company in 2001 and
served as President and Chief Operating Officer from February 2002 until
December 2003, when he was promoted to Chief Executive Officer of United Agri
Products. Our current senior management team has been responsible for developing
our recent business strategy, including store rationalization, enhanced credit
policies and an increased focus on working capital management, which has
resulted in operational improvements and margin expansion. Largely as a result
of initiatives implemented by our
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management team during fiscal 2002 and fiscal 2003, we successfully increased
our margins and reduced working capital. After giving effect to this offering,
our management will own approximately % of our common stock on a fully
diluted basis, a portion of which is subject to time and performance vesting
criteria. See "Security Ownership of Certain Beneficial Owners and Management."
OUR STRATEGY
Our financial and operational success has largely been driven by providing
customers with high quality products at competitive prices, supported by
consistent and reliable service and expertise. We will continue to seek to
improve margins and reduce working capital through the principal strategies
outlined below.
Target Continued Margin Enhancement and Working Capital Management
We believe we are well positioned to achieve further margin enhancements and
reductions in working capital through the continued implementation of our cost
saving initiatives. We intend to monitor performance regularly through detailed
management reporting on productivity, profitability, inventory flow and return
on assets. At a company-wide level, our senior management will continue to:
focus on our credit policies in order to seek to maximize our profitability;
optimize our product mix through increased centralized pricing controls;
improve company-wide performance through the dissemination of best practices;
optimize procurement through increased centralized purchasing controls;
rationalize our infrastructure by closing or selling unprofitable facilities;
reduce our investment in working capital through the use of
enhanced management information systems; and
reduce selling, general and administrative expenses through
centralization efforts in our formulation operations and
administration.
In August 2002, management initiated a monthly scorecard of key performance
indicators linked to the management incentive plan, to drive return-based
financial performance within regions of our company. In addition, our management
has centralized credit and procurement functions to better coordinate various
working capital initiatives and has adopted a discounted cash flow approach to
capital investments.
Expanded Presence in Seeds, Branded and Non-Crop Products
Seed. We increased net sales of our seed products from $196.2 million in
fiscal 2001 to $270.8 in fiscal 2003, and believe that there is the potential
for significant further growth in this area. We believe that seed varieties that
have been enhanced through biotechnology will serve as a platform for growth due
to the increased value-added nature of their sale to the customer, coupled with
an increased need for ancillary services when compared with sales of
conventional products. In addition, advancements in seed varieties and
technologies have increased our customers' needs for real-time information and
access to the genetic varieties in branded and non-branded lines, which we
believe benefits larger suppliers such as UAP. We intend to leverage our growth
in this business through: (i) advanced technical training for our sales
personnel; (ii) hiring and strategically placing experienced sales people; (iii)
incentivizing our sales organization with seed-specific performance goals and
incorporating specific targets for individual sales people in their respective
performance management plans; (iv) nurturing our relationships with seed
suppliers; and (v) continuing to focus the resources of our management and sales
force in our seed distribution infrastructure.
As part of our strategy, we will focus on increasing our sales of our Dyna-Gro
brand of proprietary seed products as part of our effort to increase overall
seed sales. We believe that Dyna-Gro is recognized in the
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marketplace for its high quality and yield, and we currently market Dyna-Gro in
corn, soybeans, sorghum and alfalfa, as well as other minor crops. The margin
contribution to us for our Dyna-Gro brand is higher than that of a commodity
brand because we use internal resources to source and market it.
Proprietary Branded Products. We intend to focus on increasing sales of our
proprietary branded products, which provide value-added features to benefit
customers and higher margins to us as compared with other products we sell for
third parties. Increased sales of our proprietary branded products have
contributed to our margin improvement from fiscal 2001 through fiscal 2003,
largely as a result of providing enhanced formulations and tailoring the
products to fit growers' needs in specific regions, including unique dry
herbicide formulations and specialized Nortrace brand micronutrients and
Dyna-Gro seed. We seek to further improve our product mix through internal
development and close cooperation with our major suppliers, and plan to
introduce five new proprietary products during the fourth quarter of fiscal
2004.
Non-Crop. We also distribute agricultural chemicals, seed and fertilizers for
many non-agricultural markets, and are the only distributor in our markets with
a presence in the three major non-crop market product areas of turf and
ornamental (golf courses, resorts, nurseries and greenhouses), pest control
operators and right-of-way vegetation management. This non-crop business has a
distinctly different customer base from the agricultural markets, and requires
different service levels and locations closer to suburban or leisure centers. We
believe that many non-crop markets are experiencing natural growth with general
demographic trends. For example, as population growth expands in the Southern
United States, we expect increased opportunities for sales to pest control
operators. As leisure spending increases, we expect increased opportunities for
sales to turf, golf course, resort and nursery businesses. The non-crop market
is an important strategic growth area for UAP, and as such we are focused on
expansion of our current non-crop business through small acquisitions, increased
sales of branded products, introduction of new branded products and improving
operational performance through consolidation.
Leverage our Scale
We believe that our scale and extensive network of distribution facilities
provides us with competitive advantages over smaller regional competitors,
including an enhanced competitive position with our suppliers, the ability to
leverage our fixed costs and the ability to attract and retain a strong
management team and sales force. We intend to capitalize on these advantages by
continuing to: (i) strengthen our relationships with our suppliers in order to
maintain a diversified product offering and capture higher levels of incentives;
(ii) cost-effectively invest in information systems to ensure efficient
inventory management; and (iii) provide high levels of value-added services to
our customers by maintaining an experienced and well-trained sales force. We
believe this provides us with a strong platform for continued growth and
profitability.
BUSINESS OPERATIONS
We operate our business through two primary divisions: Distribution and
Products. The Distribution Division, which accounted for approximately 80% of
our net sales in fiscal 2003, purchases agricultural input products from third
parties and resells these products, together with our own proprietary private
label products, to growers and regional dealers. As of January 26, 2004, the
Distribution Division maintained a network of approximately 350 facilities
throughout the United States and Canada. The Products Division, which, together
with our non-crop Distribution Business, accounted for approximately 20% of our
net sales in fiscal 2003, formulates our proprietary products and provides
blending and formulation services for the private label brands of our suppliers.
As of January 26, 2004, the Products Division consisted of five blending and
formulation facilities that produce crop protection chemicals, seeds and
fertilizers. The proprietary products formulated by the Products Division are
sold to our customers through the distribution network of our Distribution
Division.
Distribution Division
As of January 26, 2004 we had an extensive distribution infrastructure of over
350 facilities, consisting of retail distribution centers, bulk storage,
granulation, blending and seed treatment plants, as well as an integrated
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network of distribution storage terminals and warehouses. We believe our
infrastructure, including chemical and seed warehouses, bulk storage for crop
protection chemicals and fertilizer loading equipment, delivery vehicles, nurse
tanks, trailers and application equipment provides us with a significant
competitive advantage over smaller, regional competitors and deters new entrants
into this capital intensive market. Our facilities are strategically located
throughout the major crop producing regions in the United States and Canada. We
believe this market presence provides a number of competitive advantages,
including:
allowing us to act as a supplier to the country's largest
purchasers of crop production inputs;
providing us with the opportunity to distribute products for the
leading agricultural input producers; and
providing market diversity that helps to insulate our overall
business from difficult farming conditions as a result of poor
weather in any one particular market or adverse market conditions
for a specific crop.
We have instituted central management controls and utilize our logistical
expertise and sophisticated information technology systems to manage our
extensive businesses and facilities network. We understand the importance of
flexibility at the local level to adapt to local conditions. We aim to achieve
the proper balance of central control and direction with local flexibility by
utilizing team management and appropriate incentive programs.
We operate distribution centers serving both wholesalers and individual growers,
and are one of the largest retailers of crop production inputs to growers in
North America. Retail centers typically service growers within a 10 to 50 mile
radius of their locations. We operate retail centers in each major crop
producing region of the United States and Canada. Our distribution network,
though centrally organized, is internally divided by region. The following table
identifies these various regions, the states served (subject to occasional
overlap), the major crops serviced, the approximate number of employees
(including hourly and temporary employees) and the total sales for each such
region for fiscal 2003:
Fiscal 2003
Net Sales
(dollars in
Region States/Provinces Served Major Crops Serviced Employees millions)
Coastal AZ, CA, CT, DE, FL, GA, Tree fruits, nuts, 940 $ 821.1
HI, MA, MD, ME, NC, NH, vines, vegetables,
NJ, NV, NY, OR, PA, RI, rice, cotton, alfalfa,
SC, VA, VT, WA, WV corn, peanuts, wheat
and tobacco
Southern AL, AR, IA, KY, LA, MS, Cotton, soybeans, rice, 631 $ 528.9
OK, TN, TX peanuts and corn
Northern CO, IA, ID, IL, IN, KS, Corn, soybeans, wheat, 1,362 $ 1,020.6
MI, MN, MO, MT, ND, NE, sorghum, sunflowers,
OH, SD, UT, WI, WY corn, potatoes and
sugarbeets
Canada AB, BC, MN, NB, NS, ON, Tree fruits, 122 $ 123.9
PEI, QU, SK vegetables, soybeans,
corn, wheat, canola and
tobacco
We sell a complete line of products and services to growers through our
distribution facilities, with each site tailoring its product offering to the
specific needs of the growers in its service area. Our product offering, coupled
with the advice of our sales professionals, provides our customers with a
"one-stop shop" for all their agricultural inputs needs.
Crop Protection Chemicals. Crop protection chemicals represent a significant
portion of our business, accounting for approximately 66% of fiscal 2003 net
sales. We distribute a full range of crop protection chemicals through our
distribution locations, including herbicides, insecticides and fungicides,
adjuvants and surfactants. We also provide a variety of services related to the
application of crop protection chemicals. Within crop protection chemicals, we
have experienced a trend towards bundling chemicals products with complementary
seed products, as a result of advances in seed technology.
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Seed. We have placed an emphasis on new seed technology and provide a
complete range of seed and seed treatments to growers through our distribution
centers. Increasingly, our seed products are prepared by leading seed companies,
and sold both under their brand names and our private labels (for example,
Dyna-Gro). For example, we were one of the first companies to distribute Roundup
Ready soybean and cotton seeds and technology for Monsanto in the United States.
Roundup is a popular crop protection product, and Roundup Ready enables soybeans
and cotton plants to be Roundup tolerant. We believe that seed technology based
on genetic engineering is an important growth area for agriculture.
Fertilizer. We distribute a full range of fertilizer products through our
distribution centers, including nitrogen, potassium and phosphorous, and various
micronutrients such as iron, boron and calcium. We also provide fertilizer
application services, as well as customized fertilizer blending for the specific
needs of individual growers.
Services. In addition to selling traditional crop production inputs, our
distribution centers provide agronomic services to growers. These services range
from the traditional custom blending and application of crop nutrients to meet
the needs of individual growers, to more sophisticated and technologically
advanced services on a fee basis such as soil sampling, pest level monitoring
and yield monitoring using global position systems satellite grids and
satellite-linked variable rate spreaders and applicators to take advantage of
the data.
Non-Crop. We also distribute agricultural chemicals, seed and fertilizers for
many non-agricultural markets, such as turf and ornamental (golf courses,
resorts, nurseries and greenhouses), pest control operators and right-of-way
vegetation management. This non-crop business has a distinctly different
customer base from the agricultural markets, and requires different service
levels and locations closer to suburban or leisure centers. We believe that many
non-crop markets are experiencing natural growth with general demographic
trends. For example, as population growth expands in the Southern U.S., we
expect increased opportunities for sales to pest control operators. As leisure
spending increases in the U.S., we expect increased opportunities for sales to
turf, golf course, resort and nursery businesses. We are the only distributor in
our markets with a presence in the three major non-crop market product areas of
turf and ornamental, pest control operators and right-of-way vegetation
management, and as such it is an important strategic growth area for UAP. We are
focused on expansion of our current structure through small acquisitions,
increased sales of branded products, introduction of new branded products and
improving operational performance through consolidation.
Products Division
The Products Division consists of our formulating, blending and packaging
operations. Our marketing group works closely with the Products Division to
drive its portfolio management, sales activities, advertising and technical
service. We operate five formulation facilities throughout the U.S. that produce
our proprietary branded products as well as private label products from third
parties. Typically, these private label products were developed independently by
us or in cooperation with our leading suppliers. We generally distribute the
products formulated by our Products Division through our Distribution Division.
As of January 26, 2004, we had approximately 200 proprietary branded products.
We have a broad product offering of proprietary brands in each of our segments.
Some of our key proprietary branded products in each of our segments are listed
in the table below.
Segment Key Proprietary Branded Products
Crop Protection Chemicals/Adjuvants Savage, Shotgun, Salvo, Strategy,
Amplify, LI 700, Choice, Weather
Guard, Liberate
Seed and Seed Treatments Dyna-Gro, DynaStart, So-Fast
Fertilizers ACA, Awaken, Nortrace
Non-Crop Signature, Bisect
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Our proprietary brands allow us to enhance our product offering and provide
formulations designed to meet the needs of growers in each region that we serve.
As a result, we are able to obtain a higher contribution margin from our
proprietary branded products than from commodity brands we distribute from other
suppliers. We believe our proprietary branded products represent a significant
value for our customers and help increase the overall value of our suppliers'
products. Many of our proprietary branded products are patented in the U.S. or
Canada.
The Products Division also provides formulating, blending and packaging services
for third parties, primarily our major suppliers such as BASF, Bayer, Dow,
DuPont, Monsanto and Syngenta. This relationship with our suppliers allows us to
leverage our fixed costs and increase plant efficiencies. In addition, by
working in such an integrated manner with our suppliers, we are able to remain
at the forefront of the newest product technology and market offerings.
As a result of the management initiatives implemented at the end of fiscal 2002,
we have streamlined our product offering, focused our resources on driving sales
of the most profitable brands within each product segment, and reduced our cost
structure. For example, we closed two formulation plants during the current
fiscal year as part of these initiatives. With our major initiatives
substantially complete and an efficient operating platform in place, we intend
to focus on increasing sales and margins in our Products Division by continued
enhancement of our product mix and increased offerings in each product segment.
New product offerings will be generated through internal development and
continued cooperation with our major suppliers.
INTELLECTUAL PROPERTY
We use a wide array of technological and proprietary processes to enhance our
crop protection, seed and fertilizer inputs and product development programs. We
believe these technologies and proprietary processes enable us to create novel
product concepts and reduce time to market. In certain circumstances, we file
for patents on technology that we believe is patentable. As of January 26, 2004
we held hold approximately 200 trademarks (pending or registered) in the United
States either directly or through one of our subsidiaries. These trademarks
pertain to products formulated and distributed by us, including pesticides,
herbicides, fertilizers and feed. As of January 26, 2004 United Agri Products
Canada Inc., one of our subsidiaries, held approximately 60 trademarks (pending
or registered) either directly or through one of its subsidiaries. These
trademarks pertain to products formulated and distributed by us, including
pesticides, herbicides, fungicides and fertilizers. In addition, we and our
subsidiaries possess contractual rights to certain trademarks held by third
parties through arrangements with certain of our suppliers and distributors,
including licenses to use trademarks owned by Dow AgroSciences, DuPont, FMC,
Monsanto, Valent and Gowan.
Intellectual property rights help protect our products and technologies from use
by competitors and others. In addition to trademarks, intellectual property
rights of importance to us include trade secrets, confidential statements of
formulation and other proprietary manufacturing information. We use
nondisclosure agreements to protect our proprietary and confidential
information. Such nondisclosure agreements specifically address the confidential
information disclosed and concern the protection of our intellectual property.
The objectives of the trade secret policy are to prevent disclosure of sensitive
information and to protect our legal interests if our trade secrets are
appropriated. We will continue to aggressively prosecute and enforce all of our
intellectual property rights.
SEASONALITY
Our and our customers' businesses are seasonal, based upon the planting, growing
and harvesting cycles. During fiscal 2002 and 2003, at least 75% of our net
sales occurred during the first and second fiscal quarters of each year because
of the condensed nature of the planting season. As a result of the seasonality
of sales, we experience significant fluctuations in our revenues, income and net
working capital levels. However, our integrated network of formulation and
blending, distribution and warehousing facilities and technical expertise
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allows us to efficiently process, distribute and store product close to our
end-users and to supply our customers on a timely basis during the compressed
planting and growing season. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
PRODUCTS
The following table shows the percentage of our net sales by product line for
the thirty-nine week period ended November 23, 2003 and for the 2001, 2002 and
2003 fiscal years, respectively:
Thirty-Nine
Week Period
Year ended Year ended Year ended ended
February 25, February 24, February 23, November 23,
2001 2002 2003 2003
(as a percentage of net sales)
Crop Protection Chemicals 73.3 % 65.9 % 65.7 % 64.9 %
Fertilizer 16.9 % 21.0 % 20.2 % 20.7 %
Seed 7.1 % 10.2 % 10.7 % 10.9 %
Other 2.7 % 2.9 % 3.4 % 3.5 %
Total 100.0 % 100.0 % 100.0 % 100.0 %
In fiscal 2003, our top ten products accounted for approximately 15% of net
sales.
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