<PAGE>
As filed with the Securities and Exchange Commission on November 14, 2000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-81235
----------------
ROYSTER-CLARK, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 76-0329525
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
600 Fifth Avenue -- 25th Floor
New York, New York 10020
(212) 332-2965
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------
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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock as of the last
practical date: Not Applicable
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
ROYSTER-CLARK, INC.
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART 1. FINANCIAL INFORMATION:
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS................................. 2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS....................... 3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS....................... 4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.................. 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND CASH FLOWS................................. 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........ 15
PART 2. OTHER INFORMATION:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................. 16
EXHIBIT INDEX............................................................. 16
SIGNATURES................................................................ 17
</TABLE>
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. When used in this
Report, the words "estimate," "project," "anticipate," "expect," "intend,"
"believe," "hope," "may" and similar expressions, as well as "will,"
"shall" and other indications of future tense, are intended to identify
forward-looking statements. Similarly, statements that describe the
Company's future plans, objectives, targets or goals are also forward-
looking statements. The forward-looking statements are based on our
current expectations and speak only as of the date made. These forward-
looking statements involve known and unknown risks, uncertainties and
other factors that in some cases have affected our historical results and
could cause actual results in the future to differ significantly from the
results anticipated in forward-looking statements made in this Report.
Important factors that could cause a material difference included, but are
not limited to, (i) changes in matters which affect the global supply and
demand of fertilizer products, (ii) the volatility of the natural gas
markets, (iii) a variety of conditions in the agricultural industry such
as grain prices, planted acreage, projected grain stocks, U.S. government
policies, weather and changes in agricultural production methods, (iv)
possible unscheduled plant outages and other operating difficulties, (v)
price competition and capacity expansions and reductions from both
domestic and international producers, (vi) the relative unpredictability
of national and local economic conditions within the markets we serve,
(vii) environmental regulations, (viii) other important factors affecting
the fertilizer industry, (ix) fluctuations in interest rates and (x) other
factors referenced in the Company's Reports and registration statements
filed with the Securities and Exchange Commission. You are cautioned not
to place undue reliance on the forward-looking statements.
Few of the forward-looking statements in this Report deal with matters
that are within our unilateral control. Acquisition, financing and other
agreements and arrangements must be negotiated with independent third
parties and, in some cases, must be approved by governmental agencies.
These third parties generally have interests that do not coincide with
ours and may conflict with our interests. Unless the third parties and we
are able to compromise their various objectives in a mutually acceptable
manner, agreements and arrangements will not be consummated.
1
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
ROYSTER-CLARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(Dollars in thousands, except share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash.............................................. $ 173 $ 4,670
Trade accounts receivable, net of allowance for
doubtful accounts of $4,972 and $7,032 at
September 30, 2000 and December 31, 1999,
respectively..................................... 150,476 114,466
Inventories....................................... 196,937 158,667
Prepaid expenses.................................. 2,015 1,148
Refundable income taxes........................... 3,135 4,402
Deferred income taxes............................. 5,402 5,112
-------- --------
Total current assets............................ 358,138 288,465
Property, plant and equipment, net.................. 206,909 187,894
Goodwill, net....................................... 18,764 14,584
Deferred income taxes............................... 9,544 11,868
Deferred financing costs, net....................... 13,045 14,516
Other assets, net................................... 793 4,180
-------- --------
$607,193 $521,507
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................. $ 51,237 $ 47,693
Customer deposits................................. 23,199 49,880
Accrued expenses.................................. 27,751 24,353
Current installments of long-term debt............ 2,666 2,705
-------- --------
Total current liabilities....................... 104,853 124,631
Senior secured credit facility...................... 194,463 92,545
10 1/4% First Mortgage Notes due 2009............... 200,000 200,000
Long-term debt, excluding current installments...... 4,819 4,835
Other long-term liabilities......................... 4,889 4,274
-------- --------
Total liabilities............................... 509,024 426,285
-------- --------
Stockholder's equity:
Common stock, no par value. Authorized 350,000
shares; 1 share issued and outstanding........... -- --
Additional paid-in capital........................ 88,599 88,599
Retained earnings................................. 9,570 6,623
-------- --------
Total stockholder's equity...................... 98,169 95,222
-------- --------
$607,193 $521,507
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
ROYSTER-CLARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Nine Months Ended September 30, 2000 and 1999
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Successor Predecessor
------------------------------------------------------- ------------
Three Months Three Months Nine Months Six Months Three Months
ended ended ended ended ended
September 30, September 30, September 30, September 30, March 31,
2000 1999 2000 1999 1999
------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales.............................................. $125,567 $ 97,849 $775,153 $590,457 $53,487
Cost of sales.......................................... 100,220 79,522 619,402 476,115 44,042
-------- -------- -------- -------- -------
Gross profit........................................... 25,347 18,327 155,751 114,342 9,445
Selling, general and administrative expenses........... 40,641 33,067 122,688 73,863 7,221
-------- -------- -------- -------- -------
Operating income (loss)................................ (15,294) (14,740) 33,063 40,479 2,224
Interest expense....................................... 9,748 7,508 27,361 15,385 1,607
-------- -------- -------- -------- -------
Income (loss) before income taxes...................... (25,042) (22,248) 5,702 25,094 617
Income tax expense (benefit)........................... (9,961) (8,824) 2,755 9,790 251
-------- -------- -------- -------- -------
Net income (loss)...................................... $(15,081) $(13,424) $ 2,947 $ 15,304 $ 366
--------------------------------------------------
======== ======== ======== ======== =======
</TABLE>
See accompanying notes to condensed notes to condensed consolidated financial
statements.
3
<PAGE>
ROYSTER-CLARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2000 and 1999
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Successor Predecessor
------------------------------------- --------------
Six Months Three Months
Nine Months ended ended ended
September 30, 2000 September 30, 1999 March 31, 1999
------------------ ------------------ --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................................................. $ 2,947 $ 15,304 $ 366
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Provision for doubtful accounts........................................ 2,040 1,264 94
Depreciation and amortization.......................................... 18,612 11,000 718
Loss (gain) on sale of property, plant and equipment................... (325) 382 (6)
Loss on disposal of equity method investment........................... -- 324 --
Deferred income taxes.................................................. 512 7,370 (191)
Changes in operating assets and liabilities increasing (decreasing)
cash:
Trade accounts receivable............................................. (35,225) (3,859) (13,975)
Inventories........................................................... (23,466) 161,009 (36,626)
Prepaid expenses...................................................... (688) 1,873 (2,236)
Refundable income taxes............................................... 1,267 -- 307
Other assets.......................................................... 73 (2,247) (159)
Accounts payable...................................................... (1,772) (52,046) 20,346
Accrued expenses...................................................... 3,109 2,935 1,496
Income taxes payable.................................................. -- 2,615 126
Other long-term liabilities........................................... 220 (6) --
------- -------- -------
Total adjustments.................................................... (35,643) 130,614 (30,106)
------- -------- -------
Net cash provided by (used in) operating activities.................. (32,696) 145,918 (29,740)
------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, plant and equipment..................... 1,396 610 8
Purchases of property, plant and equipment.............................. (14,579) (10,144) (964)
Acquisitions, net of cash acquired of $22 in 2000....................... (27,221) (255,507) --
------- -------- -------
Net cash used in investing activities................................ (40,404) (265,041) (956)
------- -------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on senior secured credit facility........................ 101,895 52,403 32,364
Borrowings on First Mortgage Notes...................................... -- 200,000 --
Capital contribution by parent company.................................. -- 22,918 --
Long-term debt refinanced in acquisition of Old Royster-Clark........... -- (67,750) --
Principal payments on long-term debt.................................... (4,124) (36) (437)
Net decrease in customer deposits....................................... (29,168) (78,801) (1,036)
Payment of deferred financing costs..................................... -- (9,182) --
Dividend payments....................................................... -- -- (195)
------- -------- -------
Net cash provided by financing activities............................ 68,603 119,552 30,696
------- -------- -------
Net increase (decrease) in cash.......................................... (4,497) 429 --
Cash at beginning of period.............................................. 4,670 82 42
------- -------- -------
Cash at end of period.................................................... $ 173 $ 511 $ 42
======= ======== =======
Supplemental disclosure of cash flow information:
Cash paid during the period for interest................................ $22,383 $ 5,596 $ 1,463
======= ======== =======
Cash paid during the period for income taxes............................ $ 978 $ -- $ 11
--------------------------------------------------
======= ======== =======
</TABLE>
Supplemental disclosure of noncash investing and financing activities:
In 2000, the Company completed a series of small acquisitions. In
conjunction with these transactions, the Company assumed various accrued
liabilities and accounts payable of $8,092 and debt of $4,092. The
transactions were financed with proceeds from the Company's senior secured
credit facility.
In 1999, in connection with the acquisition of AgriBusiness, $10,000 of the
purchase price paid was financed by an equity contribution to the Company
by Royster-Clark Group, Inc. Also, $190,768 of liabilities were assumed in
the transaction. In connection with the acquisition of Royster-Clark, Inc.
by Royster-Clark Group, $154,410 of liabilties were assumed in the
transaction.
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
ROYSTER-CLARK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(unaudited)
September 30, 2000
(Dollars in thousands, except share and per share amounts)
(1) DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Royster-Clark, Inc. (herein referred to as Royster-Clark, Inc. or the
Company) is a retail and wholesale distributor of mixed fertilizer, fertilizer
materials, seed, crop protection products and agronomic services to farmers,
primarily in the East, South and Midwest. The Company's operations consist of
retail farmer centers, granulation, blending and seed processing plants, and
an integrated network of storage and distribution terminals and warehouses. In
addition, the Company operates two nitrogen-manufacturing plants that supply
the retail and wholesale distribution businesses with nitrogen fertilizer
products.
Effective April 1, 1999, Royster-Clark Group, Inc. (herein referred to as
RCG) a newly formed holding company capitalized with approximately $59,000 in
cash, acquired all of the then outstanding stock of Royster-Clark, Inc.
(herein referred to as Old Royster-Clark). As a result, the accompanying
unaudited condensed consolidated financial statements of Royster-Clark, Inc.
and subsidiaries as of September 30, 2000 and for the three-month periods
ended September 30, 2000 and 1999, the nine-month period ended September 30,
2000, and the six-month period ended September 30, 1999 reflect the
acquisition by RCG as of April 1, 1999.
These financial statements also reflect the Company's acquisitions of IMC
AgriBusiness, Inc. and subsidiaries (now a wholly owned subsidiary known as
Royster-Clark AgriBusiness, Inc.), Hutson's AG Service, Inc. (a wholly owned
subsidiary until September 29, 1999, known as Royster-Clark Hutson, Inc. that
was merged into Royster-Clark AgriBusiness, Inc. on September 29, 1999) and
IMC Nitrogen Company (now a wholly owned subsidiary known as Royster-Clark
Nitrogen, Inc.) (these three entities are collectively referred to as
AgriBusiness) from IMC Global, Inc. which was consummated on April 22, 1999
with an effective date of April 1, 1999.
The accompanying unaudited interim condensed consolidated financial
statements for the three months ended March 31, 1999 represent the results of
operations and cash flows of the predecessor company prior to acquisition by
RCG, and are not presented on a basis comparable with the results of
operations and cash flows for the nine months ended September 30, 2000, the
six-month period ended in September 30, 1999,and the three months ended
September 30, 2000 and 1999.
The information presented for September 30, 2000, the nine-month period
ended September 30, 2000, the six-month period ended September 30, 1999, and
the three-month periods ended September 30, 2000 and 1999 and March 31, 1999
is unaudited. In the opinion of the Company's management, the accompanying
unaudited condensed consolidated financial statements contain all adjustments
(consisting only of normal recurring adjustments) which the Company considers
necessary for the fair presentation of the Company's financial position as of
September 30, 2000 and the results of its operations for the nine-month period
ended September 30, 2000, the six-month period ended September 30, 1999 and
the three-month periods ended September 30, 2000 and 1999 and March 31, 1999
and its cash flows for the nine-month period ended September 30, 2000, the
six-month period ended September 30, 1999 and the three-month period ended
March 31, 1999. The condensed consolidated financial statements included
herein have been prepared in accordance with generally accepted accounting
principles and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These condensed consolidated
financial statements should be read in conjunction with the Company's audited
consolidated financial statements for the year ended December 31, 1999, which
were included as part of the Company's Annual Report on Form 10-K. The
Company's business is highly seasonal with approximately 70% of sales
generated between March and July. Results for the interim periods presented
are not necessarily indicative of results that may be expected for the entire
year.
5
<PAGE>
(2) ACQUISITIONS
During the first and third quarters of 2000, the Company completed a series
of small acquisitions consisting mostly of several retail farm supply centers
and terminals for approximately $27.2 million in cash. Debt of $4.1 million
was assumed on the transaction, of which $4.0 million was repaid immediately
after closing. These acquisitions have been accounted for using the purchase
method of accounting.
(3) INVENTORIES
Inventories at September 30, 2000 and December 31, 1999 consist of the
following:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
Crop protection products....................... $ 88,982 $ 68,787
Fertilizers.................................... 19,519 31,617
Raw materials.................................. 69,492 41,613
Seeds.......................................... 5,846 5,956
Sundries and other............................. 13,098 10,694
-------- --------
$196,937 $158,667
======== ========
</TABLE>
(4) ENVIRONMENTAL MATTERS
The Company is subject to a wide variety of federal, state and local
environmental laws and regulations. The Company has been identified as a
potentially responsible party concerning the release of certain hazardous
substances at five locations. While the current law potentially imposes joint
and several liability upon each party named as a potentially responsible
party, the Company's contribution to clean up these sites is expected to be
limited, given the number of other companies which have also been named as
potentially responsible parties and the nature and amount of cleanup involved.
A number of the Company's facilities have been evaluated as having excess
nitrates, phosphorous and pesticides in the surrounding soil or groundwater.
In addition, several underground storage tanks have been removed or closed at
some facilities and these sites have been evaluated for possible
contamination. In total, cleanup of hazardous or potentially hazardous
substances has been planned or is being performed at approximately 48 sites.
In connection with the acquisitions of AgriBusiness and Old Royster Clark,
the Company obtained indemnities for certain claims related to environmental
matters that existed or arose prior to the acquisitions. The indemnities
related to AgriBusiness are subject to a $4,500 deductible, an overall cap on
all indemnities, and certain time limitations. The indemnities related to Old
Royster Clark are subject to a deductible of $2,000, certain time limitations
and an overall cap of $5,000 on all indemnities. In addition, Old Royster
Clark had obtained indemnities from Lebanon Chemical Corporation (LCC) for
certain claims related to environmental matters that existed at sites acquired
from LCC in December 1998.
The Company has recorded environmental liabilities at September 30, 2000 for
the estimated cost of cleanup efforts of identified contamination or site
characterization totaling $3,261 which is included in other long-term
liabilities in the accompanying condensed consolidated balance sheet. This
environmental liability includes $395 recorded in connection with the
acquisitions completed during the first quarter. Actual cash expenditures
during the nine months ended September 30, 2000 were $52. These liabilities do
not take into account any claims for recoveries from insurance or third
parties and are not discounted. Actual costs to be incurred at identified
sites in future periods may vary from the estimates, given inherent
uncertainty in evaluating environmental exposures. While the Company's
potential exposure cannot be estimated, in the opinion of management the final
disposition of such matters will not have a material adverse effect on the
financial position or results of operations of the Company.
6
<PAGE>
(5) SENIOR SECURED CREDIT FACILITY
At September 30, 2000, the Company was in violation of the interest coverage
and adjusted leverage ratios under its senior secured credit facility (credit
facility). In November 2000, the consortium of lenders agreed to amend the
interest coverage ratio, the adjusted leverage fixed charge coverage, the
current ratio and the net worth and the working capital covenants for
quarterly measurement dates beginning September 30, 2000 through the remaining
term of the credit facility. Additionally, the Company requested and the
consortium of lenders agreed to lower the available borrowing capacity under
the credit facility from the current $275.0 million to $245.0 million and
permit limited secured consignment agreements. In consideration for the
modifications, the interest rate charged under the credit facility was amended
to calculate interest based on leverage ratio calculations.
(6) CONDENSED FINANCIAL DATA OF GUARANTOR SUBSIDIARIES
The Company issued $200,000 of 10 1/4% First Mortgage Notes due April 2009
(herein referred to as the First Mortgage Notes) on April 22, 1999 to
partially finance the acquisition of AgriBusiness. The First Mortgage Notes
mature in ten years and bear interest at 10.25% payable semi-annually in
arrears. The First Mortgage Notes are secured by 17 principal properties,
related fixtures and equipment and other related assets and a pledge of equity
of certain subsidiaries. The First Mortgage Notes are guaranteed on a full,
unconditional and joint and several basis, by each of the subsidiaries of
Royster-Clark, Inc., including:
Royster-Clark Realty LLC
Royster-Clark Resources LLC
Royster-Clark AgriBusiness, Inc.
Royster-Clark AgriBusiness Realty LLC
Royster-Clark Nitrogen, Inc.
There are currently no restrictions on the ability of Royster-Clark, Inc. to
obtain funds from its guarantor subsidiaries through dividends or loans.
The following table presents the condensed financial data of Royster-Clark,
Inc. and its guarantor subsidiaries as of September 30, 2000 and for the nine
months then ended.
7
<PAGE>
<TABLE>
<CAPTION>
At September 30, 2000
---------------------------------------------------------
Guarantor
Royster-Clark, Inc Subsidiaries Eliminations Consolidated
------------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash.................. $ 42 $ 131 $ -- $ 173
Trade accounts
receivable, net...... 7,098 168,000 (24,622) 150,476
Inventories........... -- 196,937 -- 196,937
Prepaid expenses...... -- 2,015 -- 2,015
Refundable income
taxes................ 3,135 -- -- 3,135
Deferred income taxes. 5,402 -- -- 5,402
-------- -------- ---------- --------
Total current
assets............. 15,677 367,083 (24,622) 358,138
Property, plant and
equipment, net......... 16,379 190,530 -- 206,909
Goodwill, net........... 13,905 4,859 -- 18,764
Deferred income taxes... 9,544 -- -- 9,544
Deferred financing
costs, net............. 13,045 -- -- 13,045
Other assets, net....... 114 679 -- 793
Investment in
subsidiaries........... 418,807 -- (418,807) --
-------- -------- ---------- --------
$487,471 $563,151 $ (443,429) $607,193
======== ======== ========== ========
LIABILITIES AND
STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable...... $ -- $ 75,859 $ (24,622) $ 51,237
Customer deposits..... -- 23,199 -- 23,199
Accrued expenses...... 13,751 14,000 -- 27,751
Current installments
of long-term debt.... 46 2,620 -- 2,666
-------- -------- ---------- --------
Total current
liabilities........ 13,797 115,678 (24,622) 104,853
Senior secured credit
facility............... 194,463 -- -- 194,463
10 1/4% First Mortgage
Notes.................. 200,000 -- -- 200,000
Long-term debt,
excluding current
installments........... 16 4,803 -- 4,819
Other long-term
liabilities............ 491 4,398 -- 4,889
-------- -------- ---------- --------
Total liabilities... 408,767 124,879 (24,622) 509,024
-------- -------- ---------- --------
Stockholder's equity:
Common stock.......... -- -- -- --
Additional paid-in
capital.............. 78,599 428,807 (418,807) 88,599
Retained earnings..... 105 9,465 -- 9,570
-------- -------- ---------- --------
Total stockholder's
equity............. 78,704 438,272 (418,807) 98,169
-------- -------- ---------- --------
$487,471 $563,151 $(443,429) $607,193
======== ======== ========== ========
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Nine Months Ended September 30, 2000
----------------------------------------------------------
Guarantor
Royster-Clark, Inc. Subsidiaries Eliminations Consolidated
------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCOME STATEMENT:
Net sales............... $ 7,098 $826,804 $(58,749) $775,153
Cost of sales........... 148 655,358 (36,104) 619,402
--------- -------- -------- --------
Gross profit............ 6,950 171,446 (22,645) 155,751
Selling, general and
administrative
expenses............... 5,227 140,106 (22,645) 122,688
--------- -------- -------- --------
Operating income........ 1,723 31,340 -- 33,063
Interest expense........ 1,709 25,652 -- 27,361
--------- -------- -------- --------
Income before income
taxes.................. 14 5,688 -- 5,702
Income tax expense...... 7 2,748 -- 2,755
--------- -------- -------- --------
Net income.............. $ 7 $ 2,940 $ -- $ 2,947
========= ======== ======== ========
CASH FLOW INFORMATION:
Net cash provided by
(used in) operating
activities $(102,214) $ 69,518 $ -- $(32,696)
--------- -------- -------- --------
Cash flows from
investing activities:
Proceeds from sale of
property, plant and
equipment............ 85 1,311 -- 1,396
Purchases of property,
plant and equipment.. -- (14,579) -- (14,579)
Acquisitions, net of
cash acquired........ -- (27,221) -- (27,221)
--------- -------- -------- --------
Net cash used in
investing activities... 85 (40,489) -- (40,404)
--------- -------- -------- --------
Cash flows from
financing activities:
Net borrowings on
senior secured credit
facility............. 101,895 -- -- 101,895
Principal payments on
long-term debt....... (68) (4,056) -- (4,124)
Net decrease in
customer deposits.... -- (29,168) -- (29,168)
--------- -------- -------- --------
Net cash provided by
(used in) financing
activities 101,827 (33,224) -- 68,603
--------- -------- -------- --------
Net decrease in cash.... (302) (4,195) -- (4,497)
Cash at beginning of
period................. 344 4,326 -- 4,670
--------- -------- -------- --------
Cash at end of period... $ 42 $ 131 $ -- $ 173
========= ======== ======== ========
</TABLE>
9
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition, Results
of Operations and Cash Flows (Dollars in Thousands)
The following information contains Forward-looking Statements. See "Forward-
looking Statements' above.
General
Royster-Clark, Inc. together with its subsidiaries, (the "Company" or
"Royster-Clark") is a retail and wholesale distributor of mixed fertilizer,
fertilizer materials, seed, crop protection products and agronomic services to
farmers, primarily in the East, South and Midwest. The Company's operations
consist of retail farm centers, granulation, blending and seed processing
plants, and an integrated network of storage and distribution terminals and
warehouses. In addition, the Company operates two nitrogen-manufacturing
plants that supply the retail and wholesale distribution businesses with
nitrogen fertilizer products. Our business is affected by a number of factors,
including weather conditions and prevailing prices for fertilizer and other
crop production inputs.
Weather conditions can significantly impact our results of operations.
Adverse weather conditions during the planting season may force farmers to
either delay or abandon their planting, which may lead to lower use of
fertilizer, seed and crop protection products.
Another factor affecting our business is the price for fertilizers. We
purchase nitrogen materials, phosphates, and potash and resell these nutrients
in either their original form or in the form of multi-nutrient fertilizers.
Prices for phosphates have recently experienced some price volatility while
potash has been relatively stable over the past several years. During the
first and second quarters of 2000, nitrogen pricing improved due to producers'
production cutbacks to reduce excess inventory coming into the spring season.
The level of nitrogen prices directly impacts the profitability of our two
nitrogen-manufacturing plants.
We have reached agreement on most, but not all, of the issues surrounding
the insurance claim arising from damages from hurricanes Dennis and Floyd done
to our business and believe that we will collect approximately $1.6 million on
the claims before the end of 2000 with approximately $0.6 million being
collected in 2001. The financial statements reflect accruals for management's
estimates of the ultimate collections on the claim and any differences
resulting from final negotiations will not materially affect operating results
or the Company's financial position. During the spring planting season just
completed, there were no material adverse consequences arising from this
catastrophe.
Acquisitions
During the first and third quarters of 2000, the Company completed a series
of small acquisitions consisting primarily several retail farm supply centers
and terminals for approximately $27.2 million in cash. Debt of $4.1 million
was assumed in the first quarter transactions, of which $4.0 million was
repaid immediately after closing. These acquisitions have been accounted for
using the purchase method of accounting. One acquisition included 13 retail
farm supply centers and one terminal in southeastern Virginia and northeastern
North Carolina. Three additional acquisitions including 11 retail farm supply
centers, a grain operation and a warehouse for seed and crop protection
products concentrated in Kentucky and Tennessee and four retail farm supply
centers in Iowa and Minnesota. We believe these acquisitions should strengthen
and expand our position in local market areas where we do not have a strong
presence, and should provide opportunities for cost savings while requiring
little or no incremental administrative staff. Operating results for the
acquisitions are included in the operating results of Royster-Clark from the
date of consummation of each transaction.
10
<PAGE>
Results of Operations
Three months ended September 30, 2000 compared to three months ended
September 30, 1999
The following table and discussion provides information regarding Royster-
Clark's statement of operations as a percentage of net sales.
<TABLE>
<CAPTION>
Three Months ended
September 30,
---------------------
2000 1999
--------- ---------
<S> <C> <C>
Net sales......................................... 100.0% 100.0
Cost of sales..................................... 79.8 81.3
--------- ---------
Gross profit...................................... 20.2 18.7
Selling, general and administrative expenses...... 32.4 33.8
--------- ---------
Operating loss.................................... (12.2) (15.1)
Interest expense.................................. 7.8 7.7
--------- ---------
Loss before income taxes.......................... (20.0) (22.8)
Income tax benefit................................ (7.9) (9.0)
--------- ---------
Net loss.......................................... (12.1)% (13.8)%
========= =========
</TABLE>
Net sales. Royster-Clark's net sales were $125.6 million for the third
quarter of 2000 compared to $97.8 million for the same period in 1999, an
increase of $27.8 million, or 28.4%. Net sales increased by $8.6 million as a
result of the acquisitions made in 2000. Excluding acquisitions, the remaining
increase in net sales occurred in all product categories with the largest
sales increase of over $13.3 million in nitrogen products due predominantly to
price appreciation.
Gross profit. Gross profit was $25.3 million for the third quarter of 2000
compared to $18.3 million for the same period in 1999, an increase of $7.0
million, or 38.3% due to the sales increases discussed above Gross margin was
20.2% for the third quarter of 2000 compared to 18.7% for the same period in
1999. Higher gross margin resulted from price improvements in nitrogen
products, higher rebates being earned on crop protection and other product
margin improvements.
Selling, general and administrative expenses. Selling, general and
administrative expenses were $40.6 million for the third quarter of 2000
compared to $33.1 million for the same period in 1999, an increase of
$7.5 million, or 22.7%. Selling, general and administrative expenses increased
by $2.3 million due to acquisitions; $2.2 million due to increased expenses to
support sales volume increases including $1.2 million in labor and benefit and
higher expenses associated with the integration of the Old Royster-Clark and
AgriBusiness computer systems. Selling, general and administrative expense as
a percentage of net sales were 32.4% for the third quarter of 2000 compared to
33.8% for the same period in 1999. Lower selling, general and administrative
expenses as a percent of net sales resulted from increased sales for the
period described above partially offset by higher depreciation on capital
expenditures; depreciation and other expenses related to computer system
integration; higher fuel costs; and higher expenses for legal and other
professional services. Quarterly selling, general and administrative expense
as a percent of net sales fluctuates widely within the fiscal year due to the
seasonal nature of sales volumes with selling, general and administrative
expense exhibiting less seasonal fluctuations.
Operating loss. Operating loss was $15.3 million for the third quarter of
2000 compared to $14.7 million for the same period in 1999, an increase of
$0.6 million, or 4.1%, as the result of higher operating expenses partially
offset by higher gross profits. Operating loss as a percentage of net sales
were 12.2% for the third quarter in 2000 compared to 15.1%, for the same
period in 1999, an improvement of 2.9% due to higher sales.
Interest expense. Interest expense was $9.7 million for the third quarter in
2000 compared to $7.5 million for the same period in 1999, an increase of $2.2
million, or 29.3%. The increase in interest expense was due
11
<PAGE>
higher borrowings against our credit facility to fund acquisitions made during
the first quarter, a greater increase in current assets than current
liabilities compared to 1999 and higher market interest rates which affects
the rate charged on borrowings under the credit facility.
Income tax benefit. Income tax benefit was $10.0 million for the third
quarter of 2000 compared to income tax benefit of $8.8 million for the same
period in 1999. This increase is attributable to the decrease in income before
taxes in the third quarter of 2000 described above. The effective tax rate was
39.8% for the third quarter of 2000 compared to 39.7% for the same period in
1999.
Net loss. Net loss was $15.1 million for the third quarter of 2000 compared
to $13.4 million for the same period in 1999, an increase of $1.7 million, due
to the fluctuations noted above.
Nine months ended September 30, 2000 compared to nine months ended September
30, 1999
The following table and discussion provides information regarding Royster-
Clark's statement of income as a percentage of net sales. The nine months
ended September 30, 2000 include the operations of Royster-Clark subsequent to
its acquisition by Royster-Clark Group and the post acquisition operations of
AgriBusiness. Both transactions had effective dates of April 1, 1999. The nine
months ended September 30, 1999 includes the six months of operations
subsequent to the acquisitions and three months of operations of Royster-Clark
prior to its acquisition by Royster-Clark Group. The predecessor and successor
amounts are not presented on a comparable basis due to the exclusion of
AgriBusiness operations for the first quarter of 1999 and the new accounting
basis established in the acquisitions.
<TABLE>
<CAPTION>
Nine Months ended
September 30,
------------------
2000 1999
-------- --------
<S> <C> <C>
Net sales............................................. 100.0% 100.0
Cost of sales......................................... 79.9 80.8
-------- --------
Gross profit.......................................... 20.1 19.2
Selling, general and administrative expenses.......... 15.8 12.6
-------- --------
Operating income...................................... 4.3 6.6
Interest expense...................................... 3.5 2.6
-------- --------
Income before income taxes............................ 0.8 4.0
Income tax expense.................................... 0.4 1.6
-------- --------
Net income............................................ 0.4% 2.4%
======== ========
</TABLE>
Net sales. Royster-Clark's net sales were $775.2 million for the nine months
ended September 30, 2000 compared to $643.9 million for the same period in
1999, an increase of $131.3 million, or 20.4%. Net sales were higher due to
the contribution from the operations of AgriBusiness, which was acquired
effective April 1, 1999, net sales from acquisitions made during the first
quarter of 2000, and net sales increases during the third quarter discussed
above. The net sales increases discussed above were partially offset by
several factors affecting primarily the second quarter including: 1) wholesale
sales force reductions initiated as part of the restructuring during 1999; 2)
the closure of non-performing Farmarkets effected after the second quarter in
1999; 3) the combination of lower government tobacco quotas and drought
conditions affecting the southeast; 4) increased competitive pressures from
crop protection distributors resulting in lower retail crop protection product
sales; and 5) lower sales of phosphate products due to price deflation.
Gross profit. Gross profit was $155.8 million for the nine months ended
September 30, 2000 compared to $123.8 million for the same period in 1999, an
increase of $32.0 million, or 25.8%, primarily due to sales increases
described above. Gross margin was 20.1% for the nine months ended September
30, 2000 compared to 19.2% for the same period in 1999. Higher gross margin
resulted from price improvements in nitrogen products; the elimination of low
margin material sales mentioned above and higher rebates being earned on crop
protection products and various other products.
12
<PAGE>
Selling, general and administrative expenses. Selling, general and
administrative expenses were $122.7 million for the nine months ended
September 30, 2000 compared to $81.1 million for the same period in 1999, an
increase of $41.6 million, or 51.3%. The increase in selling, general and
administrative expenses resulted from the addition of AgriBusiness operations
and acquisitions described above; sales volume increases; higher expenses
associated with the integration of the Old Royster-Clark and AgriBusiness
computer systems. These expenses were partially offset by lower expenses
during the six months related to wholesale sales force reductions and the
closure of non-performing Farmarkets effected after the second quarter last
year. Selling, general and administrative expenses as a percentage of net
sales were 15.8% for the nine months ended September 30, 2000 compared to
12.6% for the same period in 1999. This increase results primarily from the
fact that selling, general and administrative expenses for nine months ended
September 30, 1999 include only six months of expense related to the
AgriBusiness operations for the period subsequent to its acquisition by
Royster-Clark. Selling, general and administrative expenses for the nine
months ended September 30, 2000 include a full nine months of expenses
incurred to operate the combined company. Selling, general and administrative
expenses as a percentage of sales increased for the reasons noted above as
well as increased costs incurred during the nine months ended September 30,
2000 for depreciation on capital expenditures, depreciation and other expenses
related to computer system integration, higher fuel costs and higher expenses
for legal and other professional services.
Operating income. Operating income was $33.1 million for the nine months
ended September 30, 2000 compared to $42.7 million for the same period in
1999, a decrease of $9.6 million, or 22.5%, as the result of higher operating
expenses partially offset by higher gross profits. Operating margins were 4.3%
for the nine months ended September 30, 2000 compared to 6.6% for the same
period in 1999 for the reasons noted above.
Interest expense. Interest expense was $27.4 million for the nine months
ended September 30, 2000 compared to $17.0 million for the same period in
1999, an increase of $10.4 million, or 61.2%. Approximately $6.1 million of
the increase in interest expense was due to interest on borrowings against our
senior secured credit facility and interest associated with the issuance of
$200 million of First Mortgage Notes in conjunction with the acquisition of
AgriBusiness. The balance of the increase resulted from higher borrowings in
the second and third quarters of 2000 against our credit facility to fund
acquisitions made during the first quarter, a greater increase in current
assets than current liabilities compared to 1999 and higher market interest
rates which affects the rate charged on borrowings under our credit facility.
Income tax expense. Income tax expense was $2.8 million for the nine months
ended September 30, 2000 compared to income tax expense of $10.0 million for
the same period in 1999. This decrease is attributable to the decrease in
income before taxes in the nine months ended September 30, 2000 described
above. The effective tax rate was 48.3% for the nine months ended September
30, 2000 compared to 39.1% for the same period in 1999. The increase in the
effective tax rate resulted from the impact of the decrease income before
taxes and the impact of nondeductible goodwill amortization.
Net income. Net income was $2.9 million for the nine months ended September
30, 2000 compared to $15.7 million for the same period in 1999, a decrease of
$12.8 million, due to the fluctuations noted above.
Liquidity and Capital Resources
Our primary capital requirements are for working capital, debt service,
capital expenditures and possible acquisitions. For day-to-day liquidity
requirements, we operate with a $275.0 million senior secured credit facility
with a consortium of banks. At September 30, 2000, the collateral in hand
under this facility supported a borrowing availability of $200.5 million, from
which we had drawn $194.5 million. This facility includes up to $10.0 million
for letters of credit. This facility contains financial and operational
covenants and other restrictions with which we must comply, including a
requirement to maintain financial ratios and limitations on our ability to
incur additional indebtedness.
13
<PAGE>
At September 30, 2000, we were in violation of the interest coverage and
adjusted leverage ratios under its senior secured credit facility (credit
facility). In November 2000, the consortium of lenders agreed to amend the
interest coverage ratio, the adjusted leverage fixed charge coverage ratio,
the current ratio, the net worth and the working capital covenants for
quarterly measurement dates beginning September 30, 2000 through the remaining
term of the agreement. The failure to comply with these covenants resulted
from lower operating results and higher borrowing under the credit facility
resulting from short-term increases in receivables and inventory.
Additionally, the Company requested and the consortium of lenders agreed to
lower the available borrowing capacity under the credit facility from the
current $275.0 million to $245.0 million and permit limited secured
consignment agreements. In consideration for the modifications, the Company
will be required to pay approximately $0.5 million in the fourth quarter and
the interest rate charged under the credit facility was amended to calculate
interest based on leverage ratio calculations. With the credit facility
amendment and present working capital balances, the Company believes that
interest expense will be increased by a modest amount. We believe that cash
generated from operations and borrowings available under the amended credit
facility will be sufficient to meet our operating and capital needs in the
foreseeable future.
Capital expenditures were $14.6 million for the nine months ended September
30, 2000 compared with $11.1 million for the nine months ended September 30,
1999. These capital expenditures were primarily for computer system
integration expenditures, facilities improvements and environmental
improvement projects. We estimate that total capital expenditures, excluding
acquisitions, for 2000 will amount to approximately $18.1 million.
Net cash used in operating activities for the nine months ended September
30, 2000 was $32.7 million. The most significant component of cash flows used
in operating activities was movement in operating assets and liabilities due
to the seasonal nature of our business with higher trade accounts receivable
and inventory being the largest components. Net cash used in investing
activities amounted to $40.4 million, of which $27.2 million was due to the
acquisitions completed during the first and third quarters. Net cash provided
by financing activities totaled $68.6 million.Cash was provided by net
borrowings of $101.9 million from the credit facility. These proceeds were
partially offset by a seasonal decrease in customer deposits of $29.2 million
and principal payments on $4.0 million inlong-term debt assumed in one of the
acquisitions made during the first quarter of 2000 that was repaid at the
closing of the transaction.
Net working capital, excluding senior secured credit facility and current
installments of long-term debt at September 30, 2000 totaled $256.0 million
versus $166.5 million at December 31, 1999, an increase of $89.5 million, or
53.8%. This increase resulted primarily from higher receivable and inventory
levels at September 30, 2000 than last year and $21.7 million in working
capital from acquisitions at September 30, 2000. Increased receivables were
primarily attributable to higher sales during the quarter, rebates to be
substantially collected in the fourth quarter and pending insurance claims
related to damages from last year's hurricane Floyd. Inventory was higher due
to purchasing decisions seeking favorable inventory positions that we believe
should result in higher gross profit for the fourth quarter and carryover
products that will be mitigated through vendor sponsored programs.
Effect of Unadopted Accounting Standards
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities and most recently in June 2000, SFAS No.
138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities, an amendment of SFAS No. 133. These statements establish what is
intended to be comprehensive guidance on accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities. In June 1999, the FASB issued
SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities --
Deferral of the Effective Date of SFAS No. 133, an Amendment of SFAS No. 133,
which defers the effective date of SFAS No. 133 to all fiscal quarters of
fiscal years beginning after June 15, 2000. Management is currently in the
process of assessing the effect, if any, on the Company's financial condition
and results of operations of the adoption of SFAS No. 133.
14
<PAGE>
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial
Statements. SAB 101 provides guidance on the recognition, presentation and
disclosure of revenue in financial statements. The bulletin does not change
the existing rules on revenue recognition. Implementation of SAB 101 was
extended by SAB 101B to the fourth quarter of the fiscal year beginning after
December 15, 1999. Management is currently in the process of assessing the
impact, if any, on the Company's financial condition and results of operations
of implementing SAB 101.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our market risks relating to our operations result primarily from changes in
interest rates. The interest rates that we pay for borrowings under our credit
facility are based on the LIBOR rate of interest charged by our lender. Our
Company operating results will be impacted by changes in interest rates. We
estimate that based on an estimated annual average balance on our credit
facility that each 1% change in market interest rate will impact before tax
earnings by approximately $1.6 million. Our First Mortgage Notes bear interest
at a fixed rate of 10.25%. Our customer deposits also bear interest at a fixed
rate, which is established on an annual basis at the beginning of each farming
season based on prevailing market rates for similar programs in each of the
regions in which we operate. The Company also engages in certain commodity
hedging activities with respect to its natural gas, grain and seed purchases.
Given the current economic climate, we believe that the rates in force
approximate market rates. We do not hold or issue derivative financial
instruments for trading purposes.
At September 30, 2000, the Company's exposure to market risk factors had not
materially changed from December 31, 1999.
15
<PAGE>
PART 2. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Title of Document
------- -----------------
<C> <S>
3.01 Restated Certificate of
Incorporation of the
Company.+
3.02 Certificate of Amendment
of Restated Certificate
of Incorporation of the
Company.+
3.03 Amended and Restated
Bylaws of the Company.+
4.01 Indenture dated as of
April 22, 1999 by and
among the Company, the
Guarantors, and the
United States Trust
Company of New York, as
Trustee.+
4.02 Form of 101/4% First
Mortgage Note Due 2009
(Included in Exhibit
4.01)+
10.14 Amendment Agreement
dated August 18, 2000
amending Credit
Agreement.++
10.15 Second Amendment to
Revolving Credit
Agreement among Royster-
Clark, Inc., various
financial institutions,
DLJ Capital Funding.,
J.P. Morgan Securities,
Inc., and U.S. Bancorp,
Ag Credit, Inc.+++
27.1 Financial data schedule
</TABLE>
--------
+ Incorporated by reference to Registration Statement on Form S-4 (Reg. No.:
333-81235) where it has been filed as an Exhibit.
++ Incorporated by reference to Form 10Q for the quarterly period ended June
30, 2000 (Reg. No.: 333-81235) where it has been filed as an Exhibit.
+++Filed herewith.
(b) Reports on Form 8-K--None
16
<PAGE>
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.
Royster-Clark, Inc.
/s/ Walter R. Vance
By ________________________________
Walter R. Vance
Chief Accounting Officer
Date: November 14, 2000
17
