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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Umami Sustainable Seafood Inc (CE) | USOTC:UMAM | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
|
98-06360182
|
(State or Other Jurisdiction of Incorporation)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
1230 Columbia St.
Suite 440
San Diego, CA
|
|
92101
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
Registrant's telephone number, including area code: (619) 544-9177
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
Item
|
|
Page
|
|
PART I - FINANCIAL INFORMATION
|
|
1.
|
Unaudited Interim Consolidated Financial Statements
|
1
|
2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
27
|
3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
44
|
4.
|
Controls and Procedures
|
44
|
|
PART II - OTHER INFORMATION
|
|
1.
|
Legal Proceedings
|
46
|
1A.
|
Risk Factors
|
47
|
2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
47
|
3.
|
Defaults Upon Senior Securities
|
47
|
4.
|
Mine Safety Disclosures
|
47
|
5.
|
Other Information
|
47
|
6.
|
Exhibits
|
48
|
|
Signatures
|
49
|
|
|
September 30, 2012
|
|
June 30, 2012
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
5,591
|
|
|
$
|
10,827
|
|
Accounts receivable, trade, net
|
|
1,073
|
|
|
114
|
|
||
Accounts receivable, related party
|
|
17,837
|
|
|
17,261
|
|
||
Inventories
|
|
62,412
|
|
|
44,753
|
|
||
Refundable value added tax
|
|
4,586
|
|
|
1,821
|
|
||
Prepaid expenses and other current assets
|
|
3,024
|
|
|
3,792
|
|
||
Total current assets
|
|
94,523
|
|
|
78,568
|
|
||
Property and equipment, net
|
|
24,391
|
|
|
16,975
|
|
||
Farming concessions
|
|
11,155
|
|
|
11,114
|
|
||
Goodwill
|
|
529
|
|
|
504
|
|
||
Deferred financing costs
|
|
381
|
|
|
505
|
|
||
Prepaid tuna quota and other assets
|
|
3,649
|
|
|
2,102
|
|
||
Total assets
|
|
$
|
134,628
|
|
|
$
|
109,768
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Short-term borrowings
|
|
$
|
48,524
|
|
|
$
|
27,528
|
|
Accounts payable, trade
|
|
5,806
|
|
|
5,336
|
|
||
Accrued liabilities
|
|
4,226
|
|
|
2,388
|
|
||
Income taxes payable
|
|
2,561
|
|
|
3,071
|
|
||
Deferred income taxes
|
|
7,833
|
|
|
7,447
|
|
||
Total current liabilities
|
|
68,950
|
|
|
45,770
|
|
||
Long term debt
|
|
20,690
|
|
|
14,732
|
|
||
Derivative stock warrants
|
|
4,043
|
|
|
1,739
|
|
||
Deferred income taxes
|
|
1,459
|
|
|
1,459
|
|
||
Other long-term liabilities
|
|
39
|
|
|
40
|
|
||
Total liabilities
|
|
95,181
|
|
|
63,740
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
|
||
Common stock $0.001 par value, 100,000 shares authorized,
|
|
|
|
|
||||
59,515 and 59,512 shares issued and outstanding at September 30, 2012 and June 30, 2012, respectively
|
|
60
|
|
|
60
|
|
||
Additional paid-in capital
|
|
25,546
|
|
|
24,990
|
|
||
Retained earnings
|
|
15,119
|
|
|
23,346
|
|
||
Accumulated other comprehensive income
|
|
2,734
|
|
|
1,256
|
|
||
Total Umami Sustainable Seafood Inc. stockholders’ equity
|
|
43,459
|
|
|
49,652
|
|
||
Noncontrolling interests:
|
|
|
|
|
|
|
||
Lubin
|
|
(3,990
|
)
|
|
(3,634
|
)
|
||
Marpesca
|
|
(22
|
)
|
|
10
|
|
||
Total non-controlling interests
|
|
(4,012
|
)
|
|
(3,624
|
)
|
||
Total equity
|
|
39,447
|
|
|
46,028
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
134,628
|
|
|
$
|
109,768
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Revenue
|
|
$
|
1,435
|
|
|
$
|
15,969
|
|
Cost of goods sold
|
|
(1,216
|
)
|
|
(9,604
|
)
|
||
Gross profit
|
|
219
|
|
|
6,365
|
|
||
|
|
|
|
|
||||
Selling, general and administrative expenses
|
|
(4,530
|
)
|
|
(3,461
|
)
|
||
Research and development expenses
|
|
(70
|
)
|
|
(35
|
)
|
||
Other operating income, net
|
|
97
|
|
|
67
|
|
||
Operating income (loss)
|
|
(4,284
|
)
|
|
2,936
|
|
||
|
|
|
|
|
||||
Gain (loss) from foreign currency transactions and remeasurements
|
|
(404
|
)
|
|
564
|
|
||
Loss on derivative stock warrants
|
|
(2,304
|
)
|
|
(452
|
)
|
||
Loss on disposal of assets
|
|
(39
|
)
|
|
—
|
|
||
Interest expense, net
|
|
(1,778
|
)
|
|
(3,248
|
)
|
||
Loss before provision for income taxes
|
|
(8,809
|
)
|
|
(200
|
)
|
||
Income tax (expense) benefit
|
|
384
|
|
|
(810
|
)
|
||
Net loss
|
|
(8,425
|
)
|
|
(1,010
|
)
|
||
Add net losses (subtract net gains) attributable to the non-controlling interests:
|
|
|
|
|
|
|
||
Lubin
|
|
166
|
|
|
256
|
|
||
Marpesca
|
|
32
|
|
|
26
|
|
||
KTT
|
|
—
|
|
|
1
|
|
||
Net loss attributable to Umami Sustainable Seafood Inc. stockholders
|
|
$
|
(8,227
|
)
|
|
$
|
(727
|
)
|
|
|
|
|
|
||||
Basic and diluted net loss per share attributable to Umami Sustainable Seafood Inc. stockholders
|
|
$
|
(0.14
|
)
|
|
$
|
(0.01
|
)
|
Weighted-average shares outstanding, basic and diluted
|
|
59,515
|
|
|
59,512
|
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated Other Comprehensive Income
|
|
Total Umami
Sustainable Seafood Inc. Stockholders' Equity |
|
Non-Controlling Interests
|
|
Total
Equity |
|||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
Lubin
|
|
Marpesca
|
|
||||||||||||||||||||||
Equity June 30, 2012
|
|
59,512
|
|
|
$
|
60
|
|
|
$
|
24,990
|
|
|
$
|
23,346
|
|
|
$
|
1,256
|
|
|
$
|
49,652
|
|
|
$
|
(3,634
|
)
|
|
$
|
10
|
|
|
$
|
46,028
|
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
556
|
|
|
—
|
|
|
—
|
|
|
556
|
|
|
—
|
|
|
—
|
|
|
556
|
|
||||||||
Common stock issued upon exercise of warrants
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,227
|
)
|
|
—
|
|
|
(8,227
|
)
|
|
(166
|
)
|
|
(32
|
)
|
|
(8,425
|
)
|
||||||||
Translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,478
|
|
|
1,478
|
|
|
(190
|
)
|
|
—
|
|
|
1,288
|
|
||||||||
Total comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,749
|
)
|
|
(356
|
)
|
|
(32
|
)
|
|
(7,137
|
)
|
||||||||
Equity September 30, 2012
|
|
59,515
|
|
|
$
|
60
|
|
|
$
|
25,546
|
|
|
$
|
15,119
|
|
|
$
|
2,734
|
|
|
$
|
43,459
|
|
|
$
|
(3,990
|
)
|
|
$
|
(22
|
)
|
|
$
|
39,447
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Net loss
|
|
$
|
(8,425
|
)
|
|
$
|
(1,010
|
)
|
Unrealized foreign currency translation gain (loss)
|
|
1,478
|
|
|
(1,360
|
)
|
||
Comprehensive loss
|
|
(6,947
|
)
|
|
(2,370
|
)
|
||
Comprehensive income (loss) attributable to non-controlling interests
|
|
(190
|
)
|
|
202
|
|
||
Total comprehensive loss attributable to Umami shareholders
|
|
$
|
(7,137
|
)
|
|
$
|
(2,168
|
)
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(8,425
|
)
|
|
$
|
(1,010
|
)
|
Adjustments to reconcile to net cash used in operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
359
|
|
|
403
|
|
||
Stock-based compensation
|
|
556
|
|
|
25
|
|
||
Loss on stock warrants
|
|
2,304
|
|
|
452
|
|
||
Amortization of deferred finance costs, debt discount and warrants included in interest expense
|
|
583
|
|
|
2,318
|
|
||
Loss on disposal of property and equipment
|
|
39
|
|
|
—
|
|
||
Foreign currency charges on foreign-denominated debt
|
|
199
|
|
|
361
|
|
||
Changes in assets and liabilities net of effects of business combination:
|
|
|
|
|
|
|||
Accounts receivable, trade
|
|
(932
|
)
|
|
(4,369
|
)
|
||
Accounts receivable, related parties, net
|
|
231
|
|
|
1,474
|
|
||
Inventories
|
|
(15,535
|
)
|
|
(6,146
|
)
|
||
Refunded value added tax
|
|
(2,568
|
)
|
|
181
|
|
||
Prepaid expenses and other assets
|
|
59
|
|
|
(869
|
)
|
||
Accounts payable, trade and accrued liabilities
|
|
1,828
|
|
|
(2,830
|
)
|
||
Income taxes payable
|
|
(658
|
)
|
|
510
|
|
||
Accounts payable to related parties
|
|
—
|
|
|
(48
|
)
|
||
Other long-term liabilities
|
|
(1
|
)
|
|
—
|
|
||
Net cash used in operating activities
|
|
(21,961
|
)
|
|
(9,548
|
)
|
||
Investing activities
|
|
|
|
|
|
|
||
Purchases of property and equipment
|
|
(1,956
|
)
|
|
(482
|
)
|
||
Proceeds from sale of property and equipment
|
|
24
|
|
|
—
|
|
||
Option payment for contingent acquisition
|
|
(500
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(2,432
|
)
|
|
(482
|
)
|
||
Financing activities
|
|
|
|
|
|
|
||
Bank financing
|
|
—
|
|
|
11,501
|
|
||
Bank repayments
|
|
(190
|
)
|
|
(3,885
|
)
|
||
Borrowings from unrelated parties
|
|
19,370
|
|
|
11,863
|
|
||
Repayments of borrowings from unrelated parties
|
|
—
|
|
|
(3,125
|
)
|
||
Borrowings from related parties
|
|
—
|
|
|
1,315
|
|
||
Repayment of borrowings from related parties
|
|
—
|
|
|
(1,768
|
)
|
||
Capital leases
|
|
(1
|
)
|
|
(2
|
)
|
||
Debt issuance costs paid
|
|
—
|
|
|
(452
|
)
|
||
Net cash provided by financing activities
|
|
19,179
|
|
|
15,447
|
|
||
Subtotal
|
|
(5,214
|
)
|
|
5,417
|
|
||
Effects of exchange rate changes on the balances of cash held in foreign currencies
|
|
(22
|
)
|
|
(745
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
10,827
|
|
|
1,096
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
5,591
|
|
|
$
|
5,768
|
|
|
|
|
|
|
||||
Supplemental cash flow information
|
|
|
|
|
|
|
||
Cash paid during the year for:
|
|
|
|
|
|
|
||
Interest
|
|
$
|
992
|
|
|
$
|
141
|
|
Income taxes
|
|
281
|
|
|
649
|
|
||
Non-cash activities:
|
|
|
|
|
|
|||
Assumption of debt in acquisition of fixed assets
|
|
$
|
5,566
|
|
|
$
|
—
|
|
1.
|
Description of Business
|
|
Three Months Ended September 30,
|
||||||
|
2012
|
|
2011
|
||||
Numerator: Net loss attributable to Umami shareholders
|
$
|
(8,227
|
)
|
|
$
|
(727
|
)
|
Denominator: Weighted average shares outstanding (basic and diluted)
|
59,515
|
|
|
59,512
|
|
||
Net loss per share (basic and diluted)
|
$
|
(0.14
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
Fair Value Measurements as of or at a Reporting Date Using:
|
||||||||||||||||
|
Liabilities
|
Fair Value
|
|
Quoted Prices in Active Markets for Identical Liabilities (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||||
September 30, 2012
|
Derivative stock warrants
|
$
|
4,043
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,043
|
|
|
$
|
4,043
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
June 30, 2012
|
Derivative stock warrants
|
$
|
1,739
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,739
|
|
|
$
|
1,739
|
|
|
Fair Value as of
|
|
|
|
|
|
Range (Weighted Average)
|
||
|
September 30, 2012
|
|
Valuation Technique
|
|
Unobservable Inputs
|
|
|||
Derivative stock warrants
|
$
|
4,043
|
|
|
Binomial pricing model
|
|
Expected volatility
|
|
17% - 56% (28%)
|
|
|
|
|
|
Exercise price for settlement warrants
|
|
$0.01 - $1.65 ($1.29)
|
||
|
|
|
|
|
|
|
|
||
|
Fair Value as of
|
|
|
|
|
|
Range (Weighted Average)
|
||
|
June 30, 2012
|
|
Valuation Technique
|
|
Unobservable Inputs
|
|
|||
Derivative stock warrants
|
1,739
|
|
|
Binomial pricing model
|
|
Expected volatility
|
|
17% - 60% (32%)
|
|
|
|
|
|
|
Exercise price for settlement warrants
|
|
$0.01 - $1.65 ($1.29)
|
|
|
Three Months Ended September 30,
|
||
|
|
2012
|
|
2011
|
Atlantis Group and Subsidiaries (Related Party)
|
|
1.0%
|
|
1.3%
|
Sirius Ocean Inc.
|
|
21.0
|
|
7.4
|
Daito Gyorui Co., Ltd
|
|
—
|
|
62.2
|
Kyokuyo Co., LTD
|
|
19.7
|
|
7.5
|
Global Seafoods Co., LTD
|
|
27.5
|
|
19.7
|
|
|
September 30, 2012
|
|
June 30, 2012
|
||||
Live stock inventories:
|
|
|
|
|
||||
under 30 kg.
|
|
$
|
23,113
|
|
|
$
|
9,792
|
|
30-60 kg.
|
|
18,182
|
|
|
18,041
|
|
||
61-90 kg.
|
|
12,696
|
|
|
5,439
|
|
||
91+ kg.
|
|
3,441
|
|
|
1,834
|
|
||
|
|
57,432
|
|
|
35,106
|
|
||
Inventory in transit (fishing season in progress)
|
|
—
|
|
|
5,561
|
|
||
Fish feed and supplies
|
|
4,980
|
|
|
4,086
|
|
||
Total inventories
|
|
$
|
62,412
|
|
|
$
|
44,753
|
|
|
|
September 30, 2012
|
|
June 30, 2012
|
||||
Prepaid fishing expenses
|
|
$
|
1,168
|
|
|
$
|
1,100
|
|
Other receivables and deposits
|
|
768
|
|
|
148
|
|
||
Prepaid quota and other expenses
|
|
985
|
|
|
2,197
|
|
||
Prepaid insurance
|
|
103
|
|
|
347
|
|
||
|
|
$
|
3,024
|
|
|
$
|
3,792
|
|
|
|
September 30, 2012
|
|
June 30, 2012
|
||||
Cost:
|
|
|
|
|
||||
Land
|
|
$
|
442
|
|
|
$
|
420
|
|
Buildings
|
|
2,641
|
|
|
2,507
|
|
||
Vessels
|
|
21,781
|
|
|
15,389
|
|
||
Machinery and equipment
|
|
11,528
|
|
|
10,335
|
|
||
Fixtures and office equipment
|
|
398
|
|
|
384
|
|
||
Construction in progress
|
|
2,112
|
|
|
1,196
|
|
||
|
|
38,902
|
|
|
30,231
|
|
||
Less accumulated depreciation:
|
|
|
|
|
|
|
||
Buildings
|
|
1,227
|
|
|
1,138
|
|
||
Vessels
|
|
6,453
|
|
|
5,853
|
|
||
Machinery and equipment
|
|
6,613
|
|
|
6,072
|
|
||
Fixtures and office equipment
|
|
218
|
|
|
193
|
|
||
|
|
14,511
|
|
|
13,256
|
|
||
Property and equipment, net
|
|
$
|
24,391
|
|
|
$
|
16,975
|
|
Asset
|
|
Estimated Useful
Lives
|
Vessels
|
|
10 - 20 years
|
Farm Equipment
|
|
2 - 6 years
|
Machinery
|
|
4 - 10 years
|
Fixtures and office equipment
|
|
2 - 10 years
|
Balance, June 30, 2011
|
$
|
585
|
|
Foreign currency translation adjustments
|
(81
|
)
|
|
Balance, June 30, 2012
|
$
|
504
|
|
|
Borrowing Party
|
Facility
|
|
Interest Rate
|
|
Effective rate at September 30, 2012
|
|
September 30, 2012
|
|
June 30, 2012
|
||||
Non-related party borrowings:
|
|
|
|
|
|
|
|
|
|
|
||||
Erste&Steiermaerkische bank d.d.
|
Kali Tuna
|
HRK 29,240
|
|
4.4% floating *
|
|
5.74%
|
|
$
|
5,070
|
|
|
$
|
4,826
|
|
Erste&Steiermaerkische bank d.d.
|
Kali Tuna
|
HRK 30,000
|
|
4.4% floating *
|
|
5.65%
|
|
5,202
|
|
|
4,952
|
|
||
Erste&Steiermaerkische bank d.d.
|
Kali Tuna
|
HRK 80,000
|
|
40% at HBOR 2.8% + 60% at 3%+floating T-Bill
|
|
4.63%
|
|
13,872
|
|
|
13,205
|
|
||
Erste&Steiermaerkische bank d.d.
|
Lubin
|
EUR 550
|
|
3M EURIBOR+5%
|
|
5.63%
|
|
601
|
|
|
603
|
|
||
Privredna banka Zagreb d.d.
|
Kali Tuna
|
EUR 2,505
|
|
3M EURIBOR+4.75%
|
|
5.08%
|
|
2,471
|
|
|
2,371
|
|
||
Erste&Steiermaerkische bank d.d.
|
Lubin
|
EUR 1,778
|
|
2%
|
|
2.32%
|
|
2,225
|
|
|
—
|
|
||
Erste&Steiermaerkische bank d.d.
|
Lubin
|
EUR 814
|
|
4%
|
|
4.42%
|
|
1,019
|
|
|
—
|
|
||
Croatian Bank for Reconstruction and Development
|
Lubin
|
EUR 1,779
|
|
2%
|
|
2.17%
|
|
2,254
|
|
|
—
|
|
||
Croatian Bank for Reconstruction and Development
|
Lubin
|
EUR 813
|
|
4%
|
|
4.38%
|
|
1,030
|
|
|
—
|
|
||
Bancomer
|
Baja
|
MXN 46,878
|
|
TIEE + 5.0%
|
|
9.77%
|
|
3,760
|
|
|
3,487
|
|
||
Amerra Capital Management, LLC
|
Umami
|
USD 35,000
|
|
9%+1YR LIBOR + 11.75% 1YR LIBOR
|
|
10.88%
|
|
33,000
|
|
|
13,315
|
|
||
Total obligations under capital leases
|
|
|
|
|
|
|
|
13
|
|
|
14
|
|
||
Less: Debt Discount
|
|
|
|
|
|
|
|
(1,303
|
)
|
|
(513
|
)
|
||
Total borrowings
|
|
|
|
|
|
|
|
$
|
69,214
|
|
|
$
|
42,260
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Classification of borrowings:
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term borrowings
|
|
|
|
|
|
|
|
$
|
48,524
|
|
|
$
|
27,528
|
|
Long-term debt
|
|
|
|
|
|
|
|
20,690
|
|
|
14,732
|
|
||
Total borrowings
|
|
|
|
|
|
|
|
$
|
69,214
|
|
|
$
|
42,260
|
|
|
Lubin
|
||||||
|
Three Months Ended September 30,
|
||||||
|
2012
|
|
2011
|
||||
Rental income and sale of inventory
|
$
|
591
|
|
|
$
|
642
|
|
|
|
|
|
||||
|
September 30, 2012
|
|
June 30, 2012
|
||||
Unsecured loans
|
$
|
10,010
|
|
|
$
|
7,792
|
|
|
September 30, 2012
|
|
June 30, 2012
|
||||
Total assets
|
$
|
14,601
|
|
|
$
|
5,307
|
|
Total liabilities
|
18,435
|
|
|
8,793
|
|
||
Stockholders' equity (deficit)
|
(3,834
|
)
|
|
(3,486
|
)
|
||
|
|
|
|
||||
|
Three Months Ended September 30,
|
||||||
|
2012
|
|
2011
|
||||
Net revenue
|
$
|
591
|
|
|
$
|
642
|
|
Net loss
|
(166
|
)
|
|
(313
|
)
|
|
Three Months Ended September 30,
|
||||||
|
2012
|
|
2011
|
||||
Net revenue
|
$
|
176
|
|
|
$
|
635
|
|
Net income (loss)
|
(171
|
)
|
|
6
|
|
||
|
|
|
|
||||
|
September 30, 2012
|
|
June 30, 2012
|
||||
Total assets
|
$
|
568
|
|
|
$
|
529
|
|
Total liabilities
|
1,089
|
|
|
879
|
|
||
Stockholders’ deficit
|
(521
|
)
|
|
(350
|
)
|
|
January 4, 2012 Grant
|
|
June 30, 2010 Grants
|
Exercise price
|
$1.60
|
|
$1.00
|
Fair value of common stock
|
$1.60
|
|
$0.96
|
Expected dividends
|
—
|
|
—
|
Expected volatility
|
46%
|
|
50%
|
Risk-free interest rate
|
0.40%
|
|
1.91%
|
Expected term (in years)
|
3.4
|
|
3.0
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Outstanding as of June 30, 2012
|
2,575,000
|
|
|
$1.45
|
|
3.9 years
|
Options granted
|
—
|
|
|
|
|
|
Options exercised
|
—
|
|
|
|
|
|
Options canceled
|
(600,000
|
)
|
|
$2.07
|
|
4.5 years
|
Options forfeited
|
—
|
|
|
|
|
|
Outstanding as of September 30, 2012
|
1,975,000
|
|
|
$1.27
|
|
3.4 years
|
Vested and exercisable as of September 30, 2012
|
798,958
|
|
|
$1.05
|
|
2.9 years
|
Non-vested and expected to vest as of September 30, 2012
|
1,176,042
|
|
|
$1.41
|
|
3.8 years
|
|
Warrants
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Balance at June 30, 2012
|
11,113
|
|
|
$1.60
|
|
|
Exercised
|
(30
|
)
|
|
$1.80
|
|
|
Balance at September 30, 2012
|
11,083
|
|
|
$1.60
|
|
3.0 years
|
Warrants Exercised
|
|
Exercise Price
|
|
Net Shares to Warrant Holder
|
|
Warrants Net Settled for Exercise
|
|||
30,000
|
|
|
$1.80
|
|
3,477
|
|
|
26,523
|
|
Balance at June 30, 2012
|
$
|
1,739
|
|
Unrealized (gains) losses in fair value recognized in operating expenses
|
2,304
|
|
|
Balance at September 30, 2012
|
$
|
4,043
|
|
|
September 30, 2012
|
|
June 30, 2012
|
Exercise price
|
$1.00 - $3.00
|
|
$1.00 - $3.00
|
Fair value of common stock
|
$2.10
|
|
$1.38
|
Expected dividends
|
—
|
|
—
|
Expected volatility
|
28%
|
|
32%
|
Risk-free interest rate
|
0.62%
|
|
0.72%
|
Expected term (in years)
|
3.0
|
|
3.2
|
Balance Sheet
|
|
September 30, 2012
|
|
June 30, 2012
|
||||
Trade accounts receivable, related parties, net
|
|
$
|
17,837
|
|
|
$
|
17,261
|
|
|
|
|
|
|
||||
|
|
Three Months Ended September 30,
|
||||||
Income Statement
|
|
2012
|
|
2011
|
||||
Sales to Atlantis and subsidiary - included in net revenue
|
|
$
|
14
|
|
|
$
|
200
|
|
Reimbursement of costs - included in selling, general and administrative expenses
|
|
—
|
|
|
157
|
|
||
Commission expense - included in selling, general and administrative expenses
|
|
—
|
|
|
310
|
|
||
Interest expense (including amortization of original issue discounts, deferred financing costs and warrants)
|
|
—
|
|
|
300
|
|
•
|
customer demand for Bluefin Tuna and market prices;
|
•
|
potential changes to Bluefin Tuna quotas, concessions and regulations;
|
•
|
general economic conditions, particularly in Japan;
|
•
|
our ability to collect outstanding receivables;
|
•
|
the amount of liquidity available at reasonable rates or at all for ongoing capital needs;
|
•
|
our ability to raise additional capital if necessary to execute our business plan;
|
•
|
the outcome of legal proceedings affecting our business; and
|
•
|
our insurance coverage being adequate to cover the potential risks and liabilities faced by our business.
|
|
Three Months Ended September 30,
|
||||
|
2012
|
|
2011
|
||
Beginning biomass
|
2,337
|
|
|
3,418
|
|
Growth, net of mortality
|
480
|
|
|
514
|
|
Caught
|
2,611
|
|
|
1,069
|
|
Biomass sales
|
(53
|
)
|
|
(644
|
)
|
Ending
|
5,375
|
|
|
4,357
|
|
|
|
|
|
||
Net biomass added from operations during year
|
3,091
|
|
|
1,583
|
|
|
Three Months Ended September 30,
|
||||||
|
2012
|
|
2011
|
||||
Net Revenue
|
$
|
1,435
|
|
|
$
|
15,969
|
|
Cost of Goods Sold
|
(1,216
|
)
|
|
(9,604
|
)
|
||
Gross Profit
|
$
|
219
|
|
|
$
|
6,365
|
|
|
|
|
|
||||
Gross Profit %
|
15
|
%
|
|
40
|
%
|
||
|
|
|
|
||||
Add back: estimated cost of goods sold in excess of catch and farming costs
|
$
|
—
|
|
|
$
|
1,301
|
|
|
|
|
|
||||
Estimated non-GAAP gross profit based on catch and farming costs
|
$
|
219
|
|
|
$
|
7,666
|
|
|
|
|
|
||||
Estimated non-GAAP gross profit % based on catch and farming costs
|
15
|
%
|
|
48
|
%
|
|
Three Months Ended September 30,
|
||||||
|
2012
|
|
2011
|
||||
Net income attributable to Umami Stockholders
|
$
|
(8,227
|
)
|
|
$
|
(727
|
)
|
Plus estimated cost of goods sold in excess of catch and farming costs
|
—
|
|
|
1,301
|
|
||
Estimated non-GAAP net income attributable to Umami stockholders using estimated catch and farming costs
|
$
|
(8,227
|
)
|
|
$
|
574
|
|
|
Three Months Ended September 30,
|
|
|||||||||||||
|
2012
|
|
|
2011
|
|
||||||||||
|
$
|
|
%
|
|
|
$
|
|
%
|
|
||||||
Revenue, net
|
$
|
1,435
|
|
|
100.0
|
|
%
|
|
$
|
15,969
|
|
|
100.0
|
|
%
|
Cost of goods sold
|
(1,216
|
)
|
|
84.7
|
|
|
|
(9,604
|
)
|
|
60.1
|
|
|
||
Gross profit
|
219
|
|
|
15.3
|
|
|
|
6,365
|
|
|
39.9
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling cost
|
—
|
|
|
—
|
|
|
|
(310
|
)
|
|
1.9
|
|
|
||
General and administrative expense
|
(4,530
|
)
|
|
315.7
|
|
|
|
(3,151
|
)
|
|
19.7
|
|
|
||
Total selling, general and administrative expense
|
(4,530
|
)
|
|
315.7
|
|
|
|
(3,461
|
)
|
|
21.7
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development expense
|
(70
|
)
|
|
4.9
|
|
|
|
(35
|
)
|
|
0.2
|
|
|
||
Other operating income, net
|
97
|
|
|
6.8
|
|
|
|
67
|
|
|
0.4
|
|
|
||
Operating income (loss)
|
(4,284
|
)
|
|
(298.5
|
)
|
|
|
2,936
|
|
|
18.4
|
|
|
||
Gain (loss) from foreign currency transactions and remeasurements
|
(404
|
)
|
|
28.2
|
|
|
|
564
|
|
|
(3.5
|
)
|
|
||
Loss on disposal of assets
|
(39
|
)
|
|
(2.7
|
)
|
|
|
—
|
|
|
—
|
|
|
||
Loss on derivative stock warrants
|
(2,304
|
)
|
|
160.6
|
|
|
|
(452
|
)
|
|
2.8
|
|
|
||
Interest expense, net
|
(1,778
|
)
|
|
123.9
|
|
|
|
(3,248
|
)
|
|
20.3
|
|
|
||
Loss before provision for income taxes
|
(8,809
|
)
|
|
(613.9
|
)
|
|
|
(200
|
)
|
|
(1.3
|
)
|
|
||
Income tax (expense) benefit
|
384
|
|
|
(26.8
|
)
|
|
|
(810
|
)
|
|
5.1
|
|
|
||
Net loss
|
$
|
(8,425
|
)
|
|
(587.1
|
)
|
|
|
$
|
(1,010
|
)
|
|
(6.3
|
)
|
|
|
Three Months Ended September 30,
|
||||||
|
2012
|
|
2011
|
||||
Interest paid to banks
|
$
|
434
|
|
|
$
|
447
|
|
Interest related to Atlantis and Aurora
|
—
|
|
|
292
|
|
||
Interest paid to private investors (including amortization of original issue discounts)
|
743
|
|
|
1,151
|
|
||
Amortization of transactional costs of loans
|
619
|
|
|
626
|
|
||
Amortization of equity participation costs related to private investors and placement agents
|
—
|
|
|
732
|
|
||
Less interest income
|
(18
|
)
|
|
—
|
|
||
Total interest expense, net
|
$
|
1,778
|
|
|
$
|
3,248
|
|
|
Three Months Ended September 30,
|
||||||
|
2012
|
|
2011
|
||||
Total cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(21,961
|
)
|
|
$
|
(9,548
|
)
|
Investing activities
|
(2,432
|
)
|
|
(482
|
)
|
||
Financing activities
|
19,179
|
|
|
15,447
|
|
||
Effects of exchange rate changes on cash balances
|
(22
|
)
|
|
(745
|
)
|
||
Increase in cash and cash equivalents
|
$
|
(5,236
|
)
|
|
$
|
4,672
|
|
|
Borrowing Party
|
Facility
|
|
Interest Rate
|
|
Effective rate at September 30, 2012
|
|
September 30, 2012
|
|
June 30, 2012
|
||||
Erste&Steiermaerkische bank d.d.
|
Kali Tuna
|
HRK 29,240
|
|
4.4% floating *
|
|
5.74%
|
|
$
|
5,070
|
|
|
$
|
4,826
|
|
Erste&Steiermaerkische bank d.d.
|
Kali Tuna
|
HRK 30,000
|
|
4.4% floating *
|
|
5.65%
|
|
5,202
|
|
|
4,952
|
|
||
Erste&Steiermaerkische bank d.d.
|
Kali Tuna
|
HRK 80,000
|
|
40% at HBOR 2.8% + 60% at 3%+floating T-Bill
|
|
4.63%
|
|
13,872
|
|
|
13,205
|
|
||
Erste&Steiermaerkische bank d.d.
|
Lubin
|
EUR 550
|
|
3M EURIBOR+5%
|
|
5.63%
|
|
601
|
|
|
603
|
|
||
Privredna banka Zagreb d.d.
|
Kali Tuna
|
EUR 2,505
|
|
3M EURIBOR+4.75%
|
|
5.08%
|
|
2,471
|
|
|
2,371
|
|
||
Erste&Steiermaerkische bank d.d.
|
Lubin
|
EUR 1,778
|
|
2.0%
|
|
2.32%
|
|
2,225
|
|
|
—
|
|
||
Erste&Steiermaerkische bank d.d.
|
Lubin
|
EUR 814
|
|
4.0%
|
|
4.42%
|
|
1,019
|
|
|
—
|
|
||
Croatian Bank for Reconstruction and Development
|
Lubin
|
EUR 1,779
|
|
2.0%
|
|
2.17%
|
|
2,254
|
|
|
—
|
|
||
Croatian Bank for Reconstruction and Development
|
Lubin
|
EUR 813
|
|
4.0%
|
|
4.38%
|
|
1,030
|
|
|
—
|
|
||
Bancomer
|
Baja
|
MXN 46,878
|
|
TIEE + 5.0%
|
|
9.77%
|
|
3,760
|
|
|
3,487
|
|
||
Amerra Capital Management, LLC
|
Umami
|
USD 35,000
|
|
9%+1YR LIBOR + 11.75% 1YR LIBOR
|
|
10.88%
|
|
33,000
|
|
|
13,315
|
|
||
Total obligations under capital leases
|
|
|
|
|
|
|
|
13
|
|
|
14
|
|
||
Less: Debt Discount
|
|
|
|
|
|
|
|
(1,303
|
)
|
|
(513
|
)
|
||
Total borrowings
|
|
|
|
|
|
|
|
$
|
69,214
|
|
|
$
|
42,260
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Classification of borrowings:
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term borrowings
|
|
|
|
|
|
|
|
$
|
48,524
|
|
|
$
|
27,528
|
|
Long-term debt
|
|
|
|
|
|
|
|
20,690
|
|
|
14,732
|
|
||
Total borrowings
|
|
|
|
|
|
|
|
$
|
69,214
|
|
|
$
|
42,260
|
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, or use or disposition of the issuer’s assets that could have a material effect on the financial statements.
|
•
|
Hire additional personnel trained and experienced in United States and foreign income tax accounting. Management recognizes that appropriate tax accounting expertise is important for us to maintain effective internal controls on an ongoing basis.
|
•
|
Evaluate and, if necessary, supplement the resources provided by our external tax service provider.
|
•
|
Engage an additional outside tax adviser who will either (a) replace the external tax service provider, should our evaluation of resources provided by our additional outside tax adviser conclude that appropriate resources are not available, or (b) engage an additional resource in the preparation and review of the work prepared by our current service provider. These multiple levels of review will ensure that complex tax issues are identified and the related analyses, judgments and estimates are appropriately documented, reviewed and applied on a timely basis.
|
•
|
Accelerate the timing of certain tax review activities during the financial statement closing process.
|
Date:
|
November 14, 2012
|
Umami Sustainable Seafood Inc.
|
|
|
|
|
|
/s/ Oli Valur Steindorsson
|
|
|
President and
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ Tim Fitzpatrick
|
|
|
Chief Financial Officer
|
1 Year Umami Sustainable Seafood (CE) Chart |
1 Month Umami Sustainable Seafood (CE) Chart |
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