10-Q 1 margocaribe10q06302004.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2004 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-15336 MARGO CARIBE, INC. A Puerto Rico Corporation - I.R.S. No. 66-0550881 Address of Principal Executive Offices: Road 690, Kilometer 5.8 Vega Alta, Puerto Rico 00692 Registrant's Telephone Number: (787) 883-2570 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to the filing requirements for the past 90 days. YES X NO ------- Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Act.) YES NO X ------- The registrant had 2,204,739 shares of common stock, $.001 par value, outstanding as of July 12, 2004. -1- MARGO CARIBE, INC. AND SUBSIDIARIES FORM 10-Q FOR THE FIRST QUARTER ENDED June 30, 2004 TABLE OF CONTENTS PART I Page ---- ITEM 1. FINANCIAL STATEMENTS (unaudited) -------------------- Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statements of Operations 5 Condensed Consolidated Statement of Shareholders' Equity 6 Condensed Consolidated Statements of Cash Flows 7 Notes to Condensed Consolidated Financial Statements 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS ----------------------------------------------- OF OPERATIONS AND FINANCIAL CONDITION 19 ------------------------------------- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT ---------------------------------------------- MARKET RISK 27 ----------- ITEM 4. CONTROL AND PROCEDURES 28 ---------------------- PART II ITEM 1. LEGAL PROCEEDINGS 28 ----------------- ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER -------------------------------------------------- PURCHASES OF EQUITY SECURITIES 29 ------------------------------- ITEM 3. DEFAULTS UPON SENIOR SECURITIES 29 ------------------------------- ITEM 4. SUBMISSION OF MATTERS TO A VOTE ------------------------------- OF SECURITY HOLDERS 29 ------------------- ITEM 5. OTHER INFORMATION 29 ----------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 29 -------------------------------- SIGNATURES 30 ---------- -2- FORWARD LOOKING STATEMENTS When used in this Form 10-Q or future filings by the Company with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "would be", "will allow", "intends to", "will likely result", "are expected to", "will continue", "is anticipated", "believes", "estimate", "project", or similar expressions are intended to identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and to advise readers that various factors, including regional and national economic conditions, natural disasters, competitive and regulatory factors, legislative changes and regulatory or judicial proceedings, could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from those anticipated or projected. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstance after the date of such statements. -3- MARGO CARIBE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2004 and December 31, 2003 (Unaudited) ASSETS ------ 2004 2003 ---- ---- Current Assets: Cash and equivalents $ 885,106 $ 446,891 Accounts receivable, net 1,533,780 1,225,039 Inventories 2,844,709 3,192,357 Due from related entity 64,249 170,800 Deferred tax asset 11,400 11,400 Prepaid expenses and other current assets 165,779 334,685 ---------- ---------- Total current assets 5,505,023 5,381,172 Property and equipment, net 2,400,749 2,292,511 Land held for future development 1,105,627 1,105,627 Investment in unconsolidated subsidiary 474,896 253,159 Notes receivable 22,164 22,164 Distribution rights 100,000 100,000 Other assets 4,349 4,349 ---------- ---------- Total assets $9,612,808 $9,158,982 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 143,178 $ 143,178 Notes payable 2,854,787 2,685,359 Note payable to shareholder 500,000 -- Accounts payable 779,930 735,203 Accrued expenses 118,101 228,204 ---------- ---------- Total current liabilities 4,395,996 3,791,944 Other liabilities 112,104 66,813 Long-term debt, net of current portion 110,058 187,073 ---------- ---------- Total liabilities 4,618,158 4,045,830 ---------- ---------- Shareholders' equity: Preferred stock, $0.01 par value; 250,000 shares authorized, no shares issued -- -- Common stock, $.001 par value; 10,000,000 shares authorized, 2,244,459 and 2,198,709 shares issued, 2,204,739 and 2,158,989 shares outstanding as of June 30, 2004 and December 31, 2003, respectively 2,244 2,199 Additional paid-in capital 5,697,559 5,523,781 Retained earnings (deficit) (382,979) (192,446) Deferred stock compensation (225,886) (124,094) Treasury stock, 39,800 common shares, at cost (96,288) (96,288) ---------- ---------- Total shareholders' equity 4,994,650 5,113,152 ---------- ---------- Total liabilities and shareholders' equity $9,612,808 $9,158,982 =========== ========== See accompanying notes to condensed consolidated financial statements. -4-

MARGO CARIBE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Periods ended June 30, 2004 and 2003 (Unaudited) Three Months ended June 30, Six Months ended June 30, -------------------------- -------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Net sales $ 1,950,699 $ 2,155,320 $ 4,138,080 $ 4,650,825 Cost of sales 1,422,219 1,407,660 2,823,442 3,023,630 ----------- ----------- ----------- ----------- Gross profit 528,480 747,660 1,314,638 1,627,195 Selling, general and administrative expenses 787,447 784,544 1,610,975 1,655,722 Costs related to consolidating nursery facilities -- 142,903 -- 142,903 ----------- ----------- ----------- ----------- Loss from operations (258,967) (179,787) (296,337) (171,430) ----------- ----------- ----------- ----------- Other income (expense): Interest income 1,506 2,224 3,473 5,716 Interest expense (24,686) (16,151) (48,047) (32,390) Gain on collection of note receivable previously written down -- -- -- 25,000 Equity in earnings of unconsolidated subsidiary 20,311 18,369 46,737 20,923 Commissions and fees from unconsolidated subsidiary 36,315 37,672 84,867 50,877 Miscellaneous income 13,030 15,189 18,774 24,124 ----------- ----------- ----------- ----------- 46,476 57,303 105,804 94,250 ----------- ----------- ----------- ----------- Loss before provision for income tax (212,491) (122,484) (190,533) (77,180) Income tax provision -- -- -- -- ----------- ----------- ----------- ----------- Net loss $ (212,491) $ (122,484) $ (190,533) $ (77,180) =========== =========== =========== =========== Basic loss per common share $ (0.10) $ (0.06) $ (0.09) $ (0.04) =========== =========== =========== =========== Diluted loss per common share $ (0.10) $ (0.06) $ (0.09) $ (0.04) =========== =========== =========== =========== See accompanying notes to condensed consolidated financial statements.

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MARGO CARIBE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the Six Months Ended June 30, 2004 (Unaudited) Outstanding Common Common Additional Deferred Retained Stock Stock Paid-in Capital Stock Earnings Treasury Shares Amount Capital Compensation (Deficit) Stock Total ------ ------ ------- ------------ --------- ----- ----- Balance at December 31, 2003 2,158,989 $ 2,199 $ 5,523,781 ($ 124,094) ($ 192,446) ($ 96,288) $ 5,113,152 Issuance of common stock from exercise Of stock options 19,250 19 46,604 -- -- -- 46,623 Issuance of common stock under restricted stock plan 26,500 26 127,174 (127,200) -- -- -- Restricted stock amortized to operations -- -- -- 25,408 -- -- 25,408 Net loss -- -- -- -- (190,533) -- (190,533) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at June 30, 2004 2,204,739 $ 2,244 $ 5,697,559 ($ 225,886) ($ 382,979) ($ 96,288) $ 4,994,650 =========== =========== =========== =========== =========== =========== =========== See accompanying notes to condensed consolidated financial statements.

-6- MARGO CARIBE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Periods Ended June 30, 2004 and 2003 (Unaudited) 2004 2003 ---- ---- Cash flows from operating activities: Net loss ($ 190,533) $ (77,180) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 196,799 211,646 Provision for bad debts -- 24,500 Loss on disposition of property and Equipment -- 64,852 Gain from collection of note receivable -- (25,000) Deferred stock compensation 25,408 -- Equity in earnings of unconsolidated subsidiary (46,737) (20,923) Changes in assets and liabilities affecting cash flows from operating activities: Decrease (increase) in: Accounts receivable (308,741) 366,316 Inventories 347,648 66,570 Due from related entity 106,551 (26,720) Prepaid expenses and other current assets 168,906 71,675 Other assets -- (20,008) Increase (decrease) in: Accounts payable 44,727 (287,836) Accrued expenses (110,103) 1,070 Other liabilities 45,291 (7,424) ----------- ----------- Net cash provided by operating activities 279,215 341,538 ----------- ----------- Cash flows from investing activities: Purchases of property and equipment (305,037) (1,143,406) Investment in unconsolidated subsidiary (175,000) (160,000) Proceeds from collection of notes receivable -- 25,000 ----------- ----------- Net cash used in investing activities (480,037) (1,278,406) ----------- ----------- Cash flows from financing activities: Increase in notes payable 835,000 200,000 Repayment of notes payable (165,572) -- Issuance of common stock from exercise of stock options and stock grants 46,623 21,366 Proceeds from long-term debt 109,720 Repayments of long-term debt (77,015) (74,169) ----------- ----------- Net cash provided by financing activities 639,036 256,917 ----------- ----------- Net increase (decrease) in cash and equivalents 438,215 (679,951) Cash and equivalents at beginning of period 446,891 1,417,879 ----------- ----------- Cash and equivalents at end of period $ 885,106 $ 737,928 =========== =========== See accompanying notes to condensed consolidated financial statements. -7- MARGO CARIBE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Periods Ended June 30, 2004 and 2003 (Unaudited) Note 1 - Basis of Presentation ------------------------------ These interim condensed consolidated financial statements include the financial statements of Margo Caribe, Inc. and its wholly-owned subsidiaries (collectively "the Company"), Margo Nursery Farms, Inc., Margo Landscaping and Design, Inc., Margo Garden Products, Inc., Rain Forest Products Group, Inc., Margo Flora, Inc., Garrochales Construction and Development Corporation and Margo Development Corporation. These interim condensed consolidated financial statements are unaudited, but include all adjustments (consisting only of normal accruals) that, in the opinion of management, are necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods covered. These statements have been prepared in accordance with the United States Securities and Exchange Commission's instructions to Form 10-Q, and therefore, do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States of America. The preparation of interim financial statements relies on estimates. Therefore, the results of operations for the three months and six months ended June 30, 2004, are not necessarily indicative of the operating results to be expected for the year ending December 31, 2004. These statements should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2003. Note 2 - Accounting for Stock-Based Compensation Plans Effective May 2,2003, the Company adopted the Margo Caribe, Inc. 2003 Restricted Stock Plan (the "Restricted Stock Plan"). Under the terms of the Restricted Stock Plan, the Compensation Committee of the Board of Directors is authorized to grant up to 200,000 shares of common stock to officers and other key employees of the Company. The restricted stock grants may be subject to time-based or performance-based restrictions. During the period ended June 30, 2004, the Company granted 26,500 shares of restricted common stock at a market value of $4.80 per share under the Margo Caribe, Inc. 2003 Restricted Stock Plan to certain employees and certain members -8- of senior management. During the year ended December 31, 2003, the Company granted 17,500 of restricted common stock at a market value of $7.25 per share under the Margo Caribe, Inc. 2003 Restricted Stock Plan to members of senior management. The shares of restricted stock shall vest at the rate of 20% per year over a five-year period. These shares are subject to forfeiture if employment terminates prior to vesting. Recipients of restricted shares are entitled to dividends and to vote their respective shares. The value of all of the restricted shares is established by the market price on the date of grant. Deferred stock compensation is charged for the market value of the restricted shares. The deferred stock compensation is shown as a reduction of shareholders' equity and is being amortized prorata over the vesting period. During the six months ended June 30, 2004, and during the second quarter ended June 30, 2004, the Company recognized $25,408 and $6,344, repectively, in selling, general and administrative expenses related to the grants. The unamortized portion remaining in shareholders' equity at June 30, 2004 was $225,886. Effective April 1998, the Company adopted the 1998 Stock Option Plan (the "1998 Plan") to replace the Company's 1988 Stock Benefits Plan (the "1988 Plan"). Outstanding options granted under the previous plan, including all related obligations and commitments, will continue to be honored by the Company. Under the 1998 Plan, the Company's Board of Directors, through a committee, can award options to purchase up to 220,000 shares of common stock (exclusive of outstanding options under the previous plan) to eligible employees at 100% of the fair market value at the time of the grant, except that options granted to persons owning 10% or more of the outstanding common stock carry an exercise price equal to 110% of the fair market value at the date of grant. The 1998 Plan also provides for the automatic grant of options to purchase 2,750 shares of common stock to each non-employee director on the first business day following every annual meeting of shareholders. Options vest prorata over a period of five years, and become exercisable one year from the date of grant and expire ten years after the date of grant. The Company accounts for its stock-based compensation plans pursuant to the provisions of Accounting Principles Board Opinion 25 and related interpretations in measuring stock based compensation, including options, which generally require that compensation cost be recognized to the extent the market price of the related stock exceeds the exercise price at the measurement date. Accordingly, no compensation expense has been recognized for options granted under either stock option plan. However, SFAS No. 123, "Accounting for Stock-Based Compensation", provides an alternative method for measuring compensation cost by measuring the fair value of the option at the award date. -9- Although the compensation cost measurement criteria is not required to be adopted, SFAS No. 123, as amended by SFAS No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of SFAS No. 123", requires prominent disclosure of pro forma information regarding the effects of the application of its compensation cost measurement criteria and of other information. Stock options outstanding as of June 30, 2004 and December 31, 2003 amounted to 110,550 and 129,800, respectively, at the end of each period. During the six months ended June 30,2004 and 2003, no stock options were granted. As required under SFAS No. 123 and SFAS No. 148, the pro forma effects of stock-based compensation on net income (loss) and net income (loss) per share have been estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended June 30, Six Months Ended June 30, --------------------------- -------------------------- 2004 2003 2004 2003 ---- ---- ---- ---- Risk-free interest rate 5.28% 5.36% 5.28% 5.36% Average life of options 10 yrs. 10 yrs. 10 yrs. 10 yrs. Volatility 4.46% 50.00% 22.80% 65.00% Dividend yield 0.00% 0.00% 0.00% 0.00% The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no restrictions and are fully transferable and negotiable in a free trading market. Black-Scholes does not consider the employment, transfer or vesting restrictions that are inherent in the Company's employee options. Use of an option valuation model, as required by SFAS No. 123, includes highly subjective assumptions based on long-term predictions, including the expected stock price volatility and average life of each option grant. Because the Company's employee options have characteristics significantly different from those of freely traded options, and because changes in the subjective input assumptions can materially affect the Company's estimate of the fair value of those options, in the Company's opinion, the existing valuation models, including Black-Scholes, are not reliable single measures and may misstate the fair value of the Company's employee options. -10- For purposes of pro forma disclosures, the estimated fair value of the options is assumed to be amortized to expense over the options' vesting periods. The pro forma effects of recognizing compensation expense under the fair value method on net income and net income per share were as follows: Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 2004 2003 2004 2003 ---- ---- ---- ---- Net loss as reported $(212,491) $(122,484) $(190,533) $(77,180) Total stock based com- pensation expense determined under fair value based method for all awards (5,123) (13,386) (12,262) ( 29,243) ---------- ---------- ----------- --------- Pro forma net loss $(217,614) $(135,870) $(202,795) $(106,423) ========== ========== ========== ========== Earnings per share: Basic - as reported $(0.10) $(0.06) $(0.09) $(0.04) ======= ====== ======= ======= Basic - pro forma $(0.10) $(0.07) $(0.09) $(0.05) ======= ======= ======= ======= Diluted - as reported $(0.10) $(0.06) $(0.09) $(0.04) ======= ======= ======= ======= Diluted - pro forma $(0.10) $(0.07) $(0.09) $(0.05) ======= ======= ======= ======= -11- Note 3 - Use of Estimates in the Preparation of Condensed Financial Statements -------------------------------------------------------------------------------- The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The allowance for doubtful accounts is an amount that management believes will be adequate to absorb estimated losses on existing accounts receivable that become uncollectible based on evaluations of collectibility of specific customers and their prior credit experience. In addition, the Company evaluates the prior years experience of the allowance as a whole. Direct and indirect costs that are capitalized as part of inventory of plant material which management estimates cannot be recovered from future sales of plant inventory are charged to cost of sales. Management's determination of the amount of capitalized costs that should be charged to cost of sales is based on historical sales experience and its judgement with respect to the future marketability of the inventory. The Company has a deferred tax asset of $946,798, which is partially offset by a valuation allowance of $935,398. Realization of the deferred tax asset is dependent on generating sufficient taxable income in the future. The amount of the deferred tax asset considered realizable could change in the near term depending on future levels of taxable income. -12- Note 4 - New Accounting Pronouncements -------------------------------------- In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN 46 addresses consolidation by business enterprises of variable interest entities. A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not issue voting interests (or other interests with similar rights) or (b) the total equity investment at risk is not sufficient to permit the entity to finance its activities. FIN 46 requires an enterprise to consolidate a variable interest entity if that enterprise has a variable interest that will absorb a majority of the entity's expected losses if these occur, receive a majority of the entity's expected residual returns if these occur, or both. Qualifying Special Purpose Entities are exempt from the consolidation requirements. In addition to numerous FASB Staff Positions written to clarify and improve the application of FIN 46, the FASB recently announced a deferral for certain entities, and an amendment to FIN 46 entitled FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (FIN 46R). The Company applied FIN 46R as of the first interim or annual period ended after March 15, 2004. The implementation of FIN 46R did not have a significant effect on the Company's financial position or results of operations. Note 5 - Inventories -------------------- At June 30, 2004 and December 31, 2003, inventories included the following: Description 2004 2003 ------------------------------- ------ ------- Plant material $ 2,131,363 $ 2,388,460 Lawn and garden products 422,349 313,001 Raw materials and supplies 290,997 490,896 ------------ ------------ $ 2,844,709 $ 3,192,357 ============ ============ -13- Note 6 - Property and Equipment ------------------------------- At June 30, 2004 and December 31, 2003, property and equipment included the following: Description 2004 2003 ----------------------------- ---------- ----------- Leasehold improvements $ 2,686,326 $ 2,412,363 Equipment and fixtures 1,690,399 1,659,325 Transportation equipment 809,206 809,206 Real estate property 224,327 224,327 ----------- ----------- 5,410,258 5,105,221 Less accumulated depreciation and amortization (3,009,509) (2,812,710) ------------ ------------ $ 2,400,749 $ 2,292,511 ----------- ----------- Depreciation expense for the six months ended June 30, 2004 and 2003 amounted to approximately $197,000 and $212,000, respectively. Note 7 - Investment in Unconsolidated Subsidiary ------------------------------------------------ On October 14, 2002, the Company entered into an agreement with two other unrelated parties to organize Salinas Holdings, Inc.("Salinas"), a Puerto Rico corporation engaged in the growing of sod (turf), palms and trees grown in the ground. The Company has a 33.33% equity interest in Salinas. The Company also entered into a management agreement with Salinas. Under the Agreement, the Company earns $2,000 per month for management services and from 15% to 17% commission on the sales of Salinas' products. Salinas commenced operations on November 1, 2002. The Company has accounted for its investment in Salinas using the equity method of accounting. At June 30, 2004 and December 31, 2003, and for the six-month periods ended June 30, 2004 and 2003, Salinas' unaudited condensed financial position and results of operations information was as follows: Assets 2004 2003 ------ ------- ------- Current assets $1,801,318 $1,430,763 Property and equipment, net 810,179 821,918 ---------- ---------- $2,611,497 $2,252,681 ========== ========== Liabilities and Shareholders' Equity ------------------------------------ Current liabilities $ 428,554 $ 735,090 Long-term liabilities 758,335 758,335 ---------- ---------- Total liabilities 1,186,889 1,493,425 Shareholders' equity 1,424,608 759,256 ---------- ---------- Total liabilities and shareholders' equity $2,611,497 $2,252,681 ========== ========== Company's share of equity $ 474,896 $ 253,159 ========== ========== -14- Results of Operations 2004 2003 --------------------- ------ ------- Sales $567,903 $239,069 Cost of sales 232,586 101,753 -------- -------- Gross profit 335,317 137,316 General and administrative expenses 194,965 74,483 -------- -------- Net income $140,352 $ 62,833 ======== ======== Company's share of net income $ 46,737 $ 20,923 ======== ======== For the six months ended June 30, 2004, the change in the Company's investment in Salinas Holdings, Inc., was as follows: Description Amount ---------------------------- --------- Balance at December 31, 2003 $ 253,159 Additional investment 175,000 Equity in earnings of unconsolidated subsidiary for 2004 46,737 --------- Balance at June 30, 2004 $ 474,896 ========= Note 8 - Income per Common Share The Company reports its earnings per share (EPS) using Financial Accounting Standards Board Statement No. 128, "Earnings Per Share" ("SFAS 128").SFAS 128 requires dual presentation of basic and diluted EPS. Basic EPS is computed by dividing income attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Basic and diluted income per common share for the three and six month periods ended June 30, 2004 and 2003 were determined as follows: -15-

Three Months Six Months ended June 30, ended June 30, -------------------------- -------------------------- Basic loss per common share: 2004 2003 2004 2003 --------------------------- ----------- ----------- ----------- ----------- Net loss attributable to common shareholders $ (212,491) $ (122,484) $ (190,533) $ (77,180) =========== =========== =========== =========== Weighted average number of common shares outstanding 2,193,470 2,084,289 2,190,004 2,082,089 =========== =========== =========== =========== Basic loss per common share $ (0.10) $ (0.06) $ (0.09) $ (0.04) =========== =========== =========== =========== Diluted loss per common share: ----------------------------- Net loss attributable to common shareholders $ (212,491) $ (122,484) $ (190,533) $ (77,180) =========== =========== =========== =========== Weighted average number of common shares outstanding 2,193,470 2,084,289 2,190,004 2,082,089 Plus incremental shares from assumed exercise of stock options (1) -- -- -- -- ----------- ----------- ----------- ----------- Adjusted weighted average shares 2,193,470 2,084,289 2,190,004 2,082,289 =========== =========== =========== =========== Diluted loss per common share $ (0.10) $ (0.06) $ (0.09) $ (0.04) =========== =========== =========== ===========

(1)For the three and six month periods ended June 30,2004 and 2003, the effect of the assumed exercise of stock options determined by using the treasury stock method was anti-dilutive; thus no incremental shares were added to the weighted average number of common shares outstanding for the periods. Note 9 - Segment Information ---------------------------- In June 1997, the FASB issued Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 establishes standards for the way an enterprise reports information about operating segments in annual financial statements and requires that enterprises report selected information about operating segments in interim financial reports issued to shareholders. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. SFAS No. 131 requires a reconciliation of total segment revenue and expense items and segment assets to the amount in the enterprise's financial statements. SFAS No. 131 also requires a descriptive report on how the operating segments were determined, the products and services provided by the operating segments, and any measurement differences used for segment reporting and financial statement reporting. The Company's management monitors and manages the financial performance of four primary business segments: the production and distribution of plants, sales of lawn and garden products, landscaping services and real estate. During 2003, the Company commenced acting as sales agent for consumer related products. -16- These activities are included within the lawn and garden segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on net income or loss. The financial information presented below was derived from the internal management accounting system and is based on internal management accounting policies. The information presented does not necessarily represent each segment's financial condition and results of operations as if they were independent entities.

Three Months ended June 30, 2004 ---------------------------------------------------------------------- Lawn & Plants Garden Landscaping Real Estate Totals Products ---------------------------------------------------------------------- Revenue from external customers $ 644,503 $ 828,910 $ 477,286 $-- $ 1,950,699 Intersegment revenues 61,470 13,406 -- -- 74,876 Interest income 1,506 -- -- -- 1,506 Interest expense 24,686 -- -- -- 24,686 Depreciation and amortization 66,079 19,226 13,419 -- 98,724 Segment income (loss) (328,156) 29,465 86,200 -- (212,491) Three Months ended June 30,2003 ---------------------------------------------------------------------- Lawn & Plants Garden Landscaping Real Estate Totals Products ---------------------------------------------------------------------- Revenue from external customers $ 953,330 $ 916,521 $ 285,469 $-- $ 2,155,320 Intersegment revenues 30,633 2,135 -- -- 32,768 Interest income 2,224 -- -- -- 2,224 Interest expense 16,151 -- -- -- 16,151 Depreciation and Amortization 33,729 17,621 22,391 -- 73,741 Segment income (loss) (98,707) 52,571 (76,348) (122,484) Six Months ended June 30, 2004 ---------------------------------------------------------------------- Lawn & Plants Garden Landscaping Real Estate Totals Products ---------------------------------------------------------------------- Revenue from external customers $ 1,443,363 $ 1,721,953 $ 972,764 $-- $ 4,138,080 Intersegment revenues 132,153 14,719 -- -- 146,872 Interest income 3,473 -- -- -- 3,473 Interest expense 48,047 -- -- -- 48,047 Depreciation and amortization 132,163 37,312 27,324 -- 196,799 Segment income (loss) (388,476) 85,365 112,578 -- (190,533) Segment assets 6,691,133 1,311,389 504,659 1,105,627 9,612,808 Expenditures for segment assets 274,560 30,477 -- -- 305,037

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Six Months ended June 30,2003 ---------------------------------------------------------------------- Lawn & Plants Garden Landscaping Real Estate Totals Products ---------------------------------------------------------------------- Revenue from external customers $ 2,209,513 $ 1,751,864 $ 689,448 $-- $ 4,650,825 Intersegment revenues 100,489 9,512 -- -- 110,001 Interest income 5,716 -- -- -- 5,716 Interest expense 32,390 -- -- -- 32,390 Depreciation and amortization 135,995 38,816 36,835 -- 211,646 Segment income (loss) 11,882 82,462 (171,524) -- (77,180) Segment assets 6,976,345 984,547 615,234 1,105,627 9,681,753 Expenditures for segment assets 988,732 -- 154,674 -- 1,143,406

Note 10 - Supplemental Disclosures for the Consolidated Statements of Cash Flows -------------------------------------------------------------------------------- a) Non-Cash Investing Activities ----------------------------- There were no non-cash investment activities during the six months ended June 30, 2004. During the six months ended June 30, 2003, the Company purchased various vehicles amounting to approximately $139,000 by assuming a related debt for approximately $110,000. b) Other Cash Flow Transactions ---------------------------- Other cash flow transactions for the six months ended June 30, 2004 and 2003, include interest payments amounting to approximately $23,000 and $33,000, respectively. There were no income tax payments for the six months ended June 30, 2004 and 2003. During the second quarter ended June 30, 2004, the Company received $500,000 as an unsecured loan from its major shareholder. This loan pays interest monthly at the prevailing Citibank, N.A. prime rate and the principal amount is payable on January 3, 2005. Margo did not pay any commitment fee or commission in connection with the loan. Margo's Board of Directors believes that the terms and conditions of the loan are at least as favorable to Margo as those could have been obtained from an unaffiliated third party. During the second quarter ended June 30, 2004, the Company collected approximately $75,000, from an account receivable that had been previously written off. -18- Note 11 - Major Customers ------------------------- During the six months ended June 30, 2004 and 2003, the Company's single largest customer accounted for approximately 39% ($1,631,000) and 38% ($1,763,000), respectively, of the Company's net sales. There were no other customers accounting for 10% or more of the Company's net sales. Note 12 - Contingencies ----------------------- In 2003, a former officer of the Company brought a civil action in the U.S. District Court of Puerto Rico against the Company. The complaint alleges, among other, a federal securities law violation in connection with the exercise of employee stock options by the plaintiff. The Company believes, based on the opinion of legal counsel, that it will be able to defend this action successfully. The Company is also a party to various legal actions arising in the ordinary course of business. In the opinion of management, the disposition of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF -------------------------------------------------- OPERATIONS AND FINANCIAL CONDITION ---------------------------------- OVERVIEW -------- Margo Caribe, Inc., and its subsidiaries (collectively referred to as the "Company") are in the business of growing, distributing and installing tropical plants and trees. The Company is also engaged in the manufacturing and distribution of its own line ("Rain Forest") of planting media and aggregates, the distribution of lawn and garden products and, also, landscaping design and installation services. In addition, since 2003, the Company acts as sales representative for several consumer goods brands in Puerto Rico and Mexico. The Company's real estate development division is involved in seeking the required permits for an affordable housing project in the Municipality of Arecibo, Puerto Rico. The Company's operations include Margo Caribe, Inc. (the holding company) and its subsidiaries, Margo Nursery Farms, Inc. ("Nursery Farms"), Margo Landscaping & Design, Inc. ("Landscaping"), Margo Garden Products, Inc. ("Garden Products"), Rain Forest Products Group, Inc. ("Rain Forest"), Margo Flora, Inc., Garrochales Construction and Development Corporation, and Margo Development Corporation, all Puerto Rico corporations. Nursery Farms, which operates under the trade name of Margo Farms del Caribe, is engaged in the production and distribution of tropical and flowering plants. Its products are primarily utilized for interior and exterior landscaping of office -19- buildings, shopping malls, hotels and other commercial sites, as well as private residences. In its nursery facility located in Vega Alta, Puerto Rico, Nursery Farms produces various types of palms, flowering and ornamental plants, trees, shrubs, bedding plants and ground covers. Its customers include wholesalers, retailers, chain stores and landscapers primarily located in Puerto Rico and the Caribbean. Prior to July 1, 2003, the Company operated an additional nursery farm in Barranquitas, Puerto Rico, that produced orchids, bromeliads, anthuriums, spathiphylum and poinsettias. This operation was consolidated into the Vega Alta nursery operation effective June 30, 2003. As a bona fide agricultural enterprise, Nursery Farms enjoys a 90% tax exemption under Puerto Rico law from income derived from its nursery business in Puerto Rico. Landscaping provides landscaping, maintenance and design services to customers in Puerto Rico. Garden Products is engaged in sales of lawn and garden products, including plastic and terracotta pottery, planting media (soil, peat moss, etc.), and mulch. Among the various lawn and garden product lines it distributes, Garden Products is the exclusive distributor (for Puerto Rico and the Caribbean) of Sunniland Corporation's fertilizer and pesticide products, Greenes Fence Company, Fiskars Consumer Product Division, State Line Bark & Mulch, L.R. Nelson Consumer Products, Tel-Com decorative pottery, Crysalia plastic pottery, DEROMA Italian terracotta pottery, North American Outdoor Products, and Les Carrieres de la Pierre Bleue Belge, S.A. Garden Products also markets and merchandises Ortho and Round-Up brand products for the Scotts Company at all Home Depot stores operating in Puerto Rico and the United States Virgin Islands. Rain Forest is engaged in the manufacturing of potting soils, professional growing mixes, river rock, gravel and related aggregates. Rain Forest's products are marketed by Garden Products. The Company enjoys a tax exemption grant from the Government of Puerto Rico for the manufacturing operations of Rain Forest. Margo Development Corporation and Garrochales Construction and Development Corporation were created for the development of residential projects in Puerto Rico. Currently, Garrochales Construction is requesting approval of a permit for the development of a new residential project in the Municipality of Arecibo, Puerto Rico. PRINCIPAL OPERATIONS -------------------- The Company's operations are focused in the Commonwealth of Puerto Rico ("Puerto Rico"). These operations are conducted at a 92-"cuerda" (a "cuerda" equals approximately 0.97 of an acre) nursery farm in Vega Alta, Puerto Rico, -20- approximately 25 miles west of San Juan. This farm is leased from Michael J. Spector and Margaret Spector, who are executive officers and principal shareholders of the Company. Until June 30, 2003, the Company also operated a 13-"cuerda" nursery in Barranquitas, Puerto Rico. Effective July 1, 2003, the Company consolidated the Barranquitas operation into its Vega Alta nursery farm. FUTURE OPERATIONS ----------------- The Company will continue to concentrate its economic and managerial resources in expanding and improving its present operations in Puerto Rico. The Board believes that the Company should continue to capitalize its advantage as one of the largest, full service nurseries in the region. However, the Board will explore opportunities for expansion outside of Puerto Rico. In December 2000, the Company purchased approximately 109 "cuerdas" of land in the Municipality of Arecibo, Puerto Rico, for the development of a residential housing project. The Company paid approximately $988,000. The carrying value as of June 30, 2004 of approximately $1,106,000 includes approximately $118,000 of capitalized interest, design and other permit-phase costs. The Company is currently in the process of designing a master development plan, as well as seeking the required permits for the development of this site. The Company received an endorsement from the Puerto Rico Housing Bank, which will enable prospective buyers to qualify for government assistance when purchasing homes in this project. However, the Company cannot give any assurance as to how long it will take to obtain the necessary permits to develop the project or whether said permits will in fact be obtained. RESULTS OF OPERATIONS FOR THE SIX MONTHS AND SECOND QUARTER ENDED JUNE 30, 2004 --------------------- --------------------------------------------------------- AND 2003 -------- For a discussion regarding Margo Caribe Inc.'s critical accounting policies, please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations", under Item 7 of Margo Caribe, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003. SUMMARY ------- For the six months ended June 30, 2004, the Company had a net loss of approximately $191,000, compared to a net loss of approximately $77,000 for the same period in the year 2003. These amounts represent a diluted loss per common share of $(0.09) and $(0.04) for the six months ended June 30, 2004 and 2003, respectively. The net loss for the six months ended June 30, 2004, reflected profits from the lawn & garden segment, and the landscaping segment that were offset by a net loss in the plants segment. -21- For the second quarter ended June 30, 2004, the Company had a net loss of approximately $212,000 or $(0.10) per share (diluted), compared to net loss of approximately $122,000 or $(0.06) per share (diluted) for the same period in 2003. The plants segment's net loss was approximately $388,000 for the six months ended June 30, 2004, compared to a net income of approximately $12,000 for the six months ended June 30, 2003. The plants segment's net loss was approximately $328,000 for the second quarter ended June 30, 2004, compared to a net loss of approximately $99,000 for the second quarter ended June 30, 2003. The net loss from the plants segment for the six months and second quarter ended June 30, 2004, was mainly attributable to a decrease in net sales of approximately $767,000 and $308,000, respectively. Also, the net loss from the plant segment was mainly due to a decrease in gross margin of approximately 72.7% for the six months ended June 30, 2004, and 113.2% for the quarter ended June 30, 2004. The total net sales from the plants segment was approximately $1,443,000 for the six months ended June 30, 2004 compared to approximately $2,210,000 in net sales for the six months ended June 30, 2003. The total net sales from the plants segment was approximately $645,000 for the second quarter ended June 30, 2004 compared to approximately $953,000 in net sales for the second quarter ended June 30, 2003. The gross margin from the plants segment was approximately 8.1% for the six months ended June 30, 2004, compared to approximately 29.6% for the six months ended June 30, 2003. The gross margin from the plants segment was approximately -4.5% for the second quarter ended June 30, 2004, compared to approximately 33.9% for the second quarter ended June 30, 2003. Offsetting the loss of the plants segment for the six months and second quarter ended June 30, 2004, were commissions and equity in earnings from an investment in an unconsolidated joint venture (Salinas Holdings) for the amount of approximately $132,000 for the six months ended June 30, 2004 and $57,000 for the second quarter ended June 30, 2004. The landscaping segment's net income was approximately $113,000 for the six months ended June 30, 2004, compared to a net loss of approximately $172,000 for the six months ended June 30, 2003. The landscaping segment's net income was approximately $86,000 for the second quarter ended June 30, 2004, compared to a net loss of approximately $76,000 for the second quarter ended June 30, 2003. The 2004 net income of the landscaping segment includes the collection of $75,000, approximately, from an account receivable that had been previously written off. Gross revenues from the landscaping segment were approximately $973,000 for the six months ended June 30, 2004, compared to approximately $689,000 for the six months ended June 30, 2003. Gross revenues from the landscaping segment were approximately $477,000 for the second quarter ended June 30, 2004, compared to approximately $285,000 for the second quarter ended -22- June 30, 2003. The gross margin from the landscaping segment was approximately 33.2% for the six months ended June 30, 2004, compared to approximately 13.8% for the six months ended June 30, 2003. The gross margin from the landscaping segment was approximately 30.7% for the second quarter ended June 30, 2004, compared to approximately 14.7% for the second quarter ended June 30, 2003. The lawn & garden segment's net income was approximately $85,000 for the six months ended June 30, 2004, compared to a net income of approximately $82,000 for the six months ended June 30, 2003. The lawn & garden segment's net income was approximately $29,000 for the second quarter ended June 30, 2004, compared to a net income of approximately $53,000 for the second quarter ended June 30, 2003. Net sales from the lawn & garden segment were approximately $1,722,000 for the six months ended June 30, 2004, compared to approximately $1,752,000 for the six months ended June 30, 2003. Net sales from the lawn & garden segment were approximately $829,000 for the second quarter ended June 30, 2004, compared to approximately $917,000 for the second quarter ended June 30, 2003. The gross margin from the lawn & garden segment was approximately 50.8% for the six months ended June 30, 2004, compared to approximately 43.9% for the six months ended June 30, 2003. The gross margin from the lawn & garden segment was approximately 49.4% for the second quarter ended June 30, 2004, compared to approximately 44.1% for the second quarter ended June 30, 2003. Sales ----- The Company's consolidated net sales for the six months ended June 30, 2004, were approximately $4,138,000, compared to approximately $4,651,000 for the six months ended June 30, 2003, representing an overall decrease of approximately $513,000 or 11.0%. The Company's consolidated net sales for the second quarter ended June 30, 2004, were approximately $1,951,000, compared to approximately $2,155,000 for the second quarter ended June 30, 2003, representing an overall decrease of approximately $204,000 or 9.5%. The decrease in net sales for the six months ended June 30, 2004, and for the second quarter ended June 30, 2004, was mainly the result of a reduction in net sales from the plants segment of approximately $767,000 or 34.7%, and $308,000 or 32.3%, respectively. Also, the lawn and garden segment had a decrease in net sales for the six months ended June 30, 2004, and for the second quarter ended June 30, 2004, of $30,000 or 1.7%, and $88,000 or 9.6%, respectively. Offsetting these decreases was increase in revenues from the landscaping segment. Increase in revenues from the landscaping segment for the six months ended June 30, 2004, and for the second quarter ended June 30, 2004, was $284,000 or 41.2%, and $192,000 or 67.4%, respectively. -23- The plants segment's decrease in net sales for the six months ended June 30, 2004, and for the second quarter ended June 30, 2004, was mainly due to the lack of availability of certain plants including, orchids, anthurium, spathifyllum and arecas palms, which recorded high sales in the first semester of the year 2003. Most of these plants are currently being grown and will become available for sale later in the year 2004 and early in the year 2005. At the same time, the Company is placing emphasis in the marketing of bedding and other plants which mature more rapidly and become available for sale in a shorter period. Also, the Company is purchasing certain plants from local growers for resale, as needed. Recently, the Company entered into an agreement with a specialized local grower who will produce high quality areca palms at a lower cost. This will allow us to establish a more profitable sales price on such a high moving item. On the other hand, the Company will grow and reintroduce into the market some of the most popular plants in the last decades. We expect these crops to generate increased sales and high gross profits. The lawn & garden segment's decrease in net sales for the six months ended June 30, 2004 and for the quarter ended June 30, 2004, was mainly due to the excessive rains experienced during the second quarter since the products with the greatest consumer demand (mulch, nuggets and potting soil) are subject to erosion. Consumers tend not to purchase these products during rainy season. The landscaping segment's increase in revenues for the six months ended June 30, 2004, and for the second quarter ended June 30, 2004, was mainly due to the adjustments in pricing for old contracts as well as the results of new contracts (private and governmental) signed during these periods. Gross Profit ------------ The gross profit for the six months ended June 30, 2004, was approximately 31.8% of net sales compared to approximately 35.0% for the same period in the year 2003. The gross profit for the second quarter ended June 30, 2004, was approximately 27.1% of net sales compared to approximately 34.7% for the same period in the year 2003. Offsetting the gross profit for the six months ended June 30, 2004, and for the second quarter ended June 30, 2004, was the decline in gross profit of the plants segment of approximately 72.7% and approximately 113.2%, respectively. Gross profits by segment for the six months ended June 30, 2004 and 2003, and for the second quarter ended June 30 ,2004 and 2003,are shown below: -------------- ---------------------------------------------------------------- Segment Quarter ended Quarter ended Six months ended Six months ended June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003 -------------- ---------------------------------------------------------------- Plants -4.5% 33.9% 8.1% 29.6% -------------- ---------------------------------------------------------------- Landscaping 30.7% 14.7% 33.2% 13.8% -------------- ---------------------------------------------------------------- Lawn & Garden 49.4% 44.1% 50.8% 43.9% -------------- ---------------------------------------------------------------- -24- The plants segment's gross profit for the six months ended June 30, 2004, and for the second quarter ended June 30, 2004, was significantly lower than the gross profit for the same periods in the year 2003, principally due to lower margin in sales to some customers and contractors. At the end of the year 2003, a portion of the plant materials was classified as unsaleable and marked for dumping. During the first six months of the year 2004, part of this plant material was sold at cost or below cost in order to reduce the inventory loss and generate cash. The Company expects to sell additional amounts of this plant material in the same manner throughout the remainder of the year 2004. The landscaping segment's gross profit improved significantly in comparison with that for the same periods in the year 2003 mainly due to improved efficiency in project and maintenance management. This improvement is related to the operational changes realized during the fourth quarter of 2003 and at the beginning of the first quarter of 2004. The lawn & garden segment's gross profit improved in comparison with the same periods for the year 2003 mainly due to the increase in sales of mulch and potting soil, whose profit margins are high. Selling, General and Administrative Expenses -------------------------------------------- Selling, general and administrative expenses (SG&A) were approximately $1,611,000 and $1,656,000 for the six months ended June 30, 2004 and 2003, respectively. This represents approximately a 2.7% or $45,000 decrease in comparison with the same period for year 2003. This decrease is related to the cost containment program established at the end of the year 2003 which includes, among others, the reduction of payroll expenses and better utilization of existing resources. SG&A for the second quarter ended June 30, 2004, remained comparable to the same period in 2003. Costs Related to Consolidating Nursery Facilities ------------------------------------------------- Until June 30, 2003, the Company also operated a 13 acre nursery in Barranquitas, Puerto Rico. This nursery was leased from an unrelated third party. During the fourth quarter of 2002, the Company entered into an agreement with the lessor of the Barranquitas facility to terminate the lease and vacated the facility by June 30, 2003. As a result, on July 1, 2003, the Company has consolidated the Barranquitas operation into its Vega Alta nursery farm. Costs associated with closing the Barranquitas nursery operation in connection with the consolidation of the Company's nursery facilities in its Vega Alta nursery operation amounted to approximately $143,000 during the six month ending June 30, 2003. -25- Other Income and Expenses ------------------------- Interest income for the six-month period ended June 30, 2004, was approximately $3,000, compared to approximately $6,000, for the six months ended June 30, 2003. Interest income for the second quarter ended June 30, 2004,remainded comparable to the second quarter ended June 30,2003. Interest income is derived from a $500,000 certificate of deposit. Interest expense for the six months ended June 30, 2004, and for the second quarter ended June 30, 2004, increased by $16,000 and $9,000, approximately, when compared with the same periods in 2003. This increase is related to the increase in short-term borrowings used to fund the Company's operations (refer to CURRENT LIQUIDITY AND CAPITAL RESOURCES). Participation in income of unconsolidated subsidiary and commissions' income from unconsolidated subsidiary increased approximately $26,000 and $34,000, respectively, for the six months ended June 30, 2004. Increases are related to the increase in net income of the unconsolidated joint venture (Salinas Holdings, Inc.) and the increase in sales on Salinas' business. Participation in income of unconsolidated subsidiary and commissions' income from unconsolidated subsidiary for the second quarter ended June 30, 2004, remained comparable to the same period of 2003. FINANCIAL CONDITION ------------------- The Company's current ratio decreased to 1.25 to 1 on June 30, 2004 compared to 1.42 to 1 on December 31, 2003. The decrease in the current ratio is principally due to cash outflows used for investing activities and to an increase in short-term borrowings used to finance current operations (refer to CURRENT LIQUIDITY AND CAPITAL RESOURCES). On June 30, 2004, total assets were approximately $9,613,000, compared to approximately $9,159,000 in total assets on December 31, 2003. The Company had approximately $885,000 in cash, compared to approximately $447,000 in cash as of December 31, 2003. Accounts receivable increased approximately $309,000 and the investment in unconsolidated subsidiary increased approximately $222,000, compared to December 31, 2003. Shareholders' equity as of June 30, 2004, decreased by $119,000, as a result of losses incurred for the six-month period then ended, and the amortization of deferred stock compensation of approximately $25,000. The net losses and deferred stock compensation were partially offset with approximately $47,000 received from the exercise of stock options. During the six months ended June -26- 30, 2004, the Company issued 19,250 shares of common stock at a weighted average price of $2.17 in connection with the exercise of stock options. During the six months ended June 30, 2004, the Company issued 26,500 shares of common stock in connection with stock awards. The awards did not result in net proceeds to the Company because the increase in stockholders equity was offset by deferred stock compensation expenses. No dividends were declared during the six months ended June 31, 2004. Current Liquidity and Capital Resources --------------------------------------- The nursery industry requires producers to maintain large quantities of stock plants and inventory to meet customer demand and to ensure a new source of products for the future. The Company finances its working capital needs from cash flow of operations as well as borrowings under short-term credit facilities with a local commercial bank. As of June 30, 2004, the Company had a short-term credit facility of $2.5 million, with all amounts thereunder used. This credit facility is secured by the Company's trade accounts receivable and inventories. During the second quarter ended June 30, 2004, the Company received $500,000 as an unsecured loan from its major shareholder. This loan pays monthly interests at the prevailing Citibank, N.A.'s prime rate and the principal amount is payable on January 3, 2005. Margo did not pay any commitment fee or commission in connection with the loan. Margo's Board of Directors believes that the terms and conditions of the loan are at least as favorable to Margo as those could have been obtained from an unaffiliated third party. During the fourth quarter of 2003, the Company implemented a cost containment program designed to reduce expenses. As part of this program, the Company reduced its labor costs through a reduction in head count by approximately 10.0% during 2003, and by approximately 11.0% during 2004. The results of the cost containment program began to have a positive impact on the Company's selling, general and administrative expenses during the first semester of the year 2004. Based on its current situation, the Company, believes that it has adequate resources to meet its current and anticipated liquidity and capital requirements. The Company, however, is currently continuing to explore other alternatives to increase its liquidity including, but not limited to, (1) an increase in its short-term credit facilities, and (2) the sale of preferred stock to a limited number of investors in a private placement transaction. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ---------------------------------------------------------- Not applicable. -27- ITEM 4. CONTROLS AND PROCEDURES ----------------------- Disclosure Control and Procedures --------------------------------- As of June 30, 2004, an evaluation was performed under the supervision of and with the participation of the Company's management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the CEO and CFO, concluded that the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation. Internal Control over Financial Reporting ----------------------------------------- There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. PART II - Other Information --------------------------- ITEM 1. LEGAL PROCEEDINGS ----------------- On October 20, 2003, Mr. Fernando Rodriguez, the Company's former President and Chief Operating Officer, filed a civil action against the Company before the U.S. District Court for the District of Puerto Rico. The complaint was subsequently amended to include Michael J. Spector, the Company's Chief Executive Officer, as a defendant; service of process as to the amended complaint was executed on March 24, 2004. The amended complaint states two basic causes of action: (1) an alleged COBRA violation in connection with the dismissal of Mr. Rodriguez from the Company, and; (2) an alleged federal securities law violation in connection with the exercise of employee stock options by Mr. Rodriguez. The complaint also includes various related state law claims. The Company has filed a motion to dismiss both causes of action and believes that it has meritorious defenses as to each. The Company is also a party to a number of legal proceedings in the ordinary course of its business, none of which, in the opinion of management, will have a material adverse effect on the Company's Financial Condition or Results of Operations. -28- ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY ------------------------------------------------------------------------ SECURITIES. ----------- Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES ------------------------------- Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS ----------------------------------------------------- Not applicable. ITEM 5. OTHER INFORMATION ----------------- None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits -------- Exhibit 31 (a) CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act. Exhibit 31 (b) CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act. Exhibit 32 (a) CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act. Exhibit 32 (b) CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act. (b) Reports on Form 8-K.(i) Current Report on Form 8-K dated March 31, -------------------- 2004, reporting under Item 12 the release of the Company's unaudited operating results for the fourth quarter and twelve months ended December 31, 2003. (ii) Current Report on Form 8-K dated May 14, 2004, reporting under Item 12 the release of the Company's unaudited operating results for the three months ended March 31, 2004. -29- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARGO CARIBE, INC. Date: August 13, 2004 By: /s/ Michael J. Spector --------------- ---------------------------- Michael J. Spector, President, Chairman of the Board, and Chief Executive Officer Date: August 13, 2004 By: /s/ Juan B. Medina --------------- ----------------------- Juan B. Medina, Senior Vice President and Chief Financial Officer -30-