<PAGE>
As Filed with the Securities and Exchange Commission on August 21, 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
THE SECURITIES ACT OF 1934
For the quarterly period ended June 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>
<CAPTION>
Delaware 76-0329525
<C> <S>
(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 Income.......................... 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....... 14
PART 2. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K................................. 16
Exhibit Index........................................................ 16
Signatures............................................................... 17
</TABLE>
FORWARD-LOOKING STATEMENTS
THIS QUARTERLY REPORT ON FORM 10-Q INCLUDES "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. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED
IN THIS QUARTERLY REPORT, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING
THE COMPANY'S FINANCIAL POSITION, BUSINESS, MARKETING AND PRODUCT
INTRODUCTION AND DEVELOPMENT PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE
OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES
THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE
REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO
HAVE BEEN CORRECT. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THE COMPANY'S EXPECTATIONS ARE DISCLOSED HEREIN.
1
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
ROYSTER-CLARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
(Dollars in thousands, except share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
------
Current assets:
Cash................................................ $ 2,632 $ 4,670
Trade accounts receivable, net of allowance for
doubtful accounts of $10,178 and $7,032 at June 30,
2000 and December 31, 1999, respectively........... 248,012 114,466
Inventories......................................... 188,374 158,667
Prepaid expenses.................................... 2,125 1,148
Refundable income taxes............................. -- 4,402
Deferred income taxes............................... 9,155 5,112
-------- --------
Total current assets.............................. 450,298 288,465
Property, plant and equipment, net.................... 210,410 187,894
Goodwill, net......................................... 18,184 14,584
Deferred income taxes................................. 5,251 11,868
Deferred financing costs, net......................... 13,537 14,516
Other assets, net..................................... 1,237 4,180
-------- --------
$698,917 $521,507
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Current liabilities:
Accounts payable.................................... $115,242 $ 47,693
Customer deposits................................... 24,945 49,880
Accrued expenses.................................... 23,931 24,353
Current installments of long-term debt.............. 2,655 2,705
Income taxes payable................................ 6,995 --
-------- --------
Total current liabilities......................... 173,768 124,631
Senior secured credit facility........................ 202,050 92,545
10 1/4% First Mortgage Notes due 2009................. 200,000 200,000
Long-term debt, excluding current installments........ 4,945 4,835
Other long-term liabilities........................... 4,904 4,274
-------- --------
Total liabilities................................. 585,667 426,285
-------- --------
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................................... 24,651 6,623
-------- --------
Total stockholder's equity........................ 113,250 95,222
-------- --------
$698,917 $521,507
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
ROYSTER-CLARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Successor Predecessor
---------------------------------------------------- --------------
Three Months Three Months Three Months
ended ended Six Months ended Three Months
June 30, June 30, ended June 30, ended
2000 1999 June 30, 2000 1999 March 31, 1999
------------ ------------ ------------- ------------ --------------
(note 1)
<S> <C> <C> <C> <C> <C>
Net sales............................................... $476,396 $492,608 $649,587 $492,608 $53,487
Cost of sales........................................... 377,090 396,593 519,182 396,593 44,042
-------- -------- -------- -------- -------
Gross profit........................................... 99,306 96,015 130,405 96,015 9,445
Selling, general and administrative expenses............ 44,600 40,796 82,048 40,796 7,221
-------- -------- -------- -------- -------
Operating income....................................... 54,706 55,219 48,357 55,219 2,224
Interest expense........................................ 9,912 7,877 17,613 7,877 1,607
-------- -------- -------- -------- -------
Income before income taxes............................. 44,794 47,342 30,744 47,342 617
Income tax expense...................................... 17,947 18,614 12,716 18,614 251
-------- -------- -------- -------- -------
Net income............................................. $ 26,847 $ 28,728 $ 18,028 $ 28,728 $ 366
======== ======== ======== ======== =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
ROYSTER-CLARK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Successor Predecessor
-------------------------- --------------
Three Months
Six Months ended Three Months
ended June 30, ended
June 30, 2000 1999 March 31, 1999
------------- ------------ --------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.......................................................................... $ 18,028 $ 28,728 $ 366
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Provision for doubtful accounts.................................................... 1,659 1,049 94
Depreciation and amortization...................................................... 11,792 5,862 718
Loss (gain) on sale of property, plant and equipment............................... 173 -- (6)
Loss on disposal of equity method investment....................................... -- 324 --
Deferred income taxes.............................................................. 1,052 18,252 (191)
Changes in operating assets and liabilities increasing (decreasing) cash:
Trade accounts receivable........................................................ (132,253) (81,934) (13,975)
Inventories...................................................................... (15,148) 166,971 (36,626)
Prepaid expenses................................................................. (798) 1,457 (2,236)
Refundable income taxes.......................................................... 4,402 -- 307
Other assets..................................................................... 326 288 (159)
Accounts payable................................................................. 62,233 (52,666) 20,346
Accrued expenses................................................................. (711) 5,173 1,496
Income taxes payable............................................................. 6,995 494 126
Other long-term liabilities...................................................... 235 (2) --
--------- --------- --------
Total adjustments.............................................................. (60,043) 65,268 (30,106)
--------- --------- --------
Net cash provided by (used in) operating activities............................ (42,015) 93,996 (29,740)
--------- --------- --------
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment................................. 523 538 8
Purchases of property, plant and equipment.......................................... (12,536) (4,292) (964)
Acquisitions, net of cash acquired of $22 in 2000................................... (26,061) (255,507) --
--------- --------- --------
Net cash used in investing activities.......................................... (38,074) (259,261) (956)
--------- --------- --------
Cash flows from financing activities:
Net borrowings on senior secured credit facility.................................... 109,505 93,490 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................................................ (4,032) (25) (437)
Net decrease in customer deposits................................................... (27,422) (73,846) (1,036)
Payment of deferred financing costs................................................. -- (9,182) --
Dividend payments................................................................... -- -- (195)
--------- --------- --------
Net cash provided by financing activities...................................... 78,051 165,605 30,696
--------- --------- --------
Net increase (decrease) in cash..................................................... (2,038) 340 --
Cash at beginning of period......................................................... 4,670 82 42
--------- --------- --------
Cash at end of period............................................................... $ 2,632 $ 422 $ 42
========= ========= ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest............................................ $ 16,560 $ 2,707 $ 1,463
========= ========= ========
Cash paid during the period for income taxes........................................ $ 268 $ -- $ 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 labilities 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
(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
consolidated financial statements of Royster-Clark, Inc. and subsidiaries as of
June 30, 2000 and for the three-month periods ended June 30, 2000 and 1999 and
six-month period ended June 30, 2000 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 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 six months ended June 30, 2000 or the three months ended June 30, 2000
and 1999.
The information presented for June 30, 2000, and for the six-month period
ended June 30, 2000 and the three-month periods ended June 30, 2000 and 1999
and March 31, 1999 is unaudited. In the opinion of the Company's management,
the accompanying unaudited 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 June 30, 2000 and the results of its operations for the six-
month period ended June 30, 2000 and the three-month periods ended June 30,
2000 and 1999 and March 31, 1999 and its cash flows for the six-month period
ended June 30, 2000 and the three-month periods ended June 30 and 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 expected
between March and July 2000. Results for the interim periods presented are not
necessarily indicative of results that may be expected for the entire year.
(2) Acquisitions
During the first quarter of 2000, the Company completed a series of small
acquisitions consisting mostly of several retail farm supply centers and
terminals for approximately $26.1 million in cash. Debt of
5
<PAGE>
$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 June 30, 2000 and December 31, 1999 consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ------------
<S> <C> <C>
Crop protection products.............................. $ 101,355 $ 68,787
Fertilizers........................................... 14,847 31,617
Raw materials......................................... 48,142 41,613
Seeds................................................. 12,403 5,956
Sundries and other.................................... 11,627 10,694
--------- ---------
$ 188,374 $ 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,
Inc., 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 June 30, 2000 for the
estimated cost of cleanup efforts of identified contamination or site
characterization totaling $3,275 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 six months ended June 30, 2000 were $37. 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 June 30, 2000, the Company was in violation of the fixed charge coverage
ratio under its senior secured credit facility (credit facility). In August
2000, the consortium of lenders agreed to waive the June 30, 2000 violation and
amend the fixed charge coverage ratio covenant for quarterly measurement dates
through March 31, 2001.
(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.
7
<PAGE>
The following table presents the condensed financial data of Royster-Clark,
Inc. and its guarantor subsidiaries as of June 30, 2000 and for the six months
then ended.
<TABLE>
<CAPTION>
At June 30, 2000
-----------------------------------------------------
Royster-Clark, Guarantor
Inc Subsidiaries Eliminations Consolidated
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash.................. $ 41 $ 2,591 $ -- $ 2,632
Trade accounts
receivable, net...... 3,522 257,634 (13,144) 248,012
Inventories........... -- 188,374 -- 188,374
Prepaid expenses...... 408 1,717 -- 2,125
Deferred income
taxes................ 9,155 -- -- 9,155
--------- --------- ---------- ---------
Total current
assets............. 13,126 450,316 (13,144) 450,298
--------- --------- ---------- ---------
Property, plant and
equipment, net......... 16,780 193,630 -- 210,410
Goodwill, net........... 14,004 4,180 -- 18,184
Deferred income taxes... 5,251 -- -- 5,251
Deferred financing
costs, net............. 13,537 -- -- 13,537
Other assets, net....... 140 1,097 -- 1,237
Investment in
subsidiaries........... 436,065 -- (436,065) --
--------- --------- ---------- ---------
$ 498,903 $ 649,223 $ (449,209) $ 698,917
========= ========= ========== =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable...... $ -- $ 128,386 $ (13,144) $ 115,242
Customer deposits..... -- 24,945 -- 24,945
Accrued expenses...... 10,313 13,618 -- 23,931
Current installments
of long-term debt.... 98 2,557 -- 2,655
Income taxes payable.. 6,995 -- -- 6,995
--------- --------- ---------- ---------
Total current
liabilities........ 17,406 169,506 (13,144) 173,768
--------- --------- ---------- ---------
Senior secured credit
facility............... 202,050 -- -- 202,050
10 1/4 % First Mortgage
Notes.................. 200,000 -- -- 200,000
Long-term debt,
excluding current
installments........... 256 4,689 -- 4,945
Other long-term
liabilities............ 491 4,413 -- 4,904
--------- --------- ---------- ---------
Total liabilities... 420,203 178,608 (13,144) 585,667
--------- --------- ---------- ---------
Stockholder's equity:
Common stock.......... -- -- -- --
Additional paid-in
capital.............. 78,599 446,065 (436,065) 88,599
Retained earnings..... 101 24,550 -- 24,651
--------- --------- ---------- ---------
Total stockholder's
equity............. 78,700 470,615 (436,065) 113,250
--------- --------- ---------- ---------
$ 498,903 $ 649,223 $ (449,209) $ 698,917
========= ========= ========== =========
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 2000
----------------------------------------------------
Royster-Clark Guarantor
Inc. Subsidiaries Eliminations Consolidated
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCOME STATEMENT:
Net sales................ $ 3,522 $678,924 $(32,859) $ 649,587
Cost of sales............ -- 543,228 (24,046) 519,182
--------- -------- -------- ---------
Gross profit........... 3,522 135,696 (8,813) 130,405
Selling, general and
administrative expense.. 2,269 88,592 (8,813) 82,048
--------- -------- -------- ---------
Operating income....... 1,253 47,104 -- 48,357
Interest expense......... 1,246 16,367 -- 17,613
--------- -------- -------- ---------
Income before income
taxes................. 7 30,737 -- 30,744
Income tax expense....... 3 12,713 -- 12,716
--------- -------- -------- ---------
Net income............. $ 4 $ 18,024 $ -- $ 18,028
========= ======== ======== =========
CASH FLOW INFORMATION:
Net cash provided by
(used in) operating
activities.............. $(109,786) $ 67,771 $ -- $ (42,015)
Cash flows from investing
activities:
Proceeds from sale of
property, plant and
equipment................ -- 523 -- 523
Purchases of property,
plant and equipment..... -- (12,536) -- (12,536)
Acquisitions, net of cash
acquired................ -- (26,061) -- (26,061)
--------- -------- -------- ---------
Net cash used in
investing
activities.......... -- (38,074) -- (38,074)
--------- -------- -------- ---------
Cash flows from financing
activities:
Net borrowings on
senior secured credit
facility.............. 109,505 -- -- 109,505
Principal payments on
long-term debt........ (22) (4,010) -- (4,032)
Net increase in
customer deposits..... -- (27,422) -- (27,422)
--------- -------- -------- ---------
Net cash provided by
(used in) financing
activities.......... 109,483 (31,432) -- 78,051
--------- -------- -------- ---------
Net decrease in cash..... (303) (1,735) -- (2,038)
Cash at beginning of
period.................. 344 4,326 -- 4,670
--------- -------- -------- ---------
Cash at end of period.... $ 41 $ 2,591 $ -- $ 2,632
========= ======== ======== =========
</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 has 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 are in final discussions relating to our insurance claims arising from
the damage done to our business in the Southeast, especially in North Carolina,
as a result of the unprecedented flooding during 1999 triggered by hurricanes
Dennis and Floyd. We have reached agreement on most, but not all, of the issues
surrounding the claim and believe that final collection of approximately $2.1
million on the claims will be made before the end of 2000. 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 quarter of 2000, the Company completed a series of small
acquisitions consisting mostly of several retail farm supply centers and
terminals for approximately $26.1 million in cash. Debt of $4.1 million was
assumed in the 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. Two
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 three 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 for Royster-Clark from the date of
consummation of each transaction.
10
<PAGE>
Results of Operations
Three months ended June 30, 2000 compared to three months ended June 30, 1999
The following table and discussion provides information regarding Royster-
Clark's statement of income as a percentage of net sales. The three months
ended June 30, 2000 and 1999 include the operations of Royster-Clark subsequent
to its acquisition by Royster-Clark Group, Inc. ("Royster-Clark Group") and the
post acquisition operations of AgriBusiness. Both transactions had effective
dates of April 1, 1999.
<TABLE>
<CAPTION>
Three Months ended
June 30,
--------------------
2000 1999
--------- ---------
<S> <C> <C>
Net sales.............................................. 100.0% 100.0%
Cost of sales.......................................... 79.2 80.5
--------- ---------
Gross profit........................................... 20.8 19.5
Selling, general and administrative expenses........... 9.3 8.3
--------- ---------
Operating income....................................... 11.5 11.2
Interest expense....................................... 2.1 1.6
--------- ---------
Income before income taxes............................. 9.4 9.6
Income tax expense..................................... 3.8 3.8
--------- ---------
Net income............................................. 5.6% 5.8%
========= =========
</TABLE>
Net sales. Royster-Clark's net sales were $476.4 million for the second
quarter of 2000 compared to $492.6 million for the same period in 1999, a
decrease of $16.2 million, or 3.3%. Net sales were lower by $26.6 million due
wholesale sales force reductions and the closure of non-performing Farmarkets
effected after the second quarter last year, $17.8 million resulting from
reduced government tobacco quotas and drought conditions in the southeast and
$4.0 million resulting from price deflation in phosphate products, early
planting during the first quarter of 2000 and inclement weather in certain
markets that curtailed fertilizing application. Net sales of $32.4 million
resulting from acquisitions partially offset sales declines from areas
mentioned above.
Gross profit. Gross profit was $99.3 million for the second quarter of 2000
compared to $96.0 million for the same period in 1999, an increase of $3.3
million, or 3.4%, in spite of the decline in sales described above. Gross
margin was 20.8% for the second quarter of 2000 compared to 19.5% 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.
Selling, general and administrative expenses. Selling, general and
administrative expenses were $44.6 million for the second quarter of 2000
compared to $40.8 million for the same period in 1999, an increase of $3.8
million, or 9.3%, primarily due to the acquisitions described above. Also
included in the increase were higher expenses associated with the integration
of the Old Royster-Clark and AgriBusiness computer systems. These expenses were
partially offset by lower expenses related to wholesale sales force reductions
and the closure of non-performing Farmarkets effected after the second quarter
last year. Selling, general and administrative expense as a percentage of net
sales were 9.3% for the second quarter of 2000 compared to 8.3% for the same
period in 1999. Higher selling, general and administrative expenses as a
percent of net sales resulted from higher depreciation on acquisitions;
depreciation and other expenses related to the computer system integration,
higher fuel costs and legal and other professional services.
Operating income. Operating income was $54.7 million for the second quarter
of 2000 compared to $55.2 million for the same period in 1999, a decrease of
$0.5 million, or 0.9%, as the result of higher operating expenses partially
offset by higher gross profits. Operating margins were 11.5% for the second
quarter in 2000 compared to 11.2% for the same period in 1999 for the reasons
noted above.
11
<PAGE>
Interest expense. Interest expense was $9.9 million for the second quarter
in 2000 compared to $7.9 million for the same period in 1999, an increase of
$2.0 million, or 25.3%. The increase in interest expense was due 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 expense. Income tax expense was $17.9 million for the second
quarter of 2000 compared to income tax expense of $18.6 million for the same
period in 1999. This decrease is attributable to the decrease in income before
taxes in the second quarter of 2000 described above. The effective tax rate was
40.0% for the second quarter of 2000 compared to 39.3% for the same period in
1999.
Net income. Net income was $26.8 million for the second quarter of 2000
compared to $28.7 million for the same period in 1999, a decrease of $1.9
million, due to the fluctuations noted above.
Six months ended June 30, 2000 compared to six months ended June 30, 1999
The following table and discussion provides information regarding Royster-
Clark's statement of income as a percentage of net sales. The six months ended
June 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 six
months ended June 30, 1999 includes the three 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.
<TABLE>
<CAPTION>
Six Months
ended June
30,
------------
2000 1999
----- -----
<S> <C> <C>
Net sales...................................................... 100.0% 100.0%
Cost of sales.................................................. 79.9 80.7
----- -----
Gross profit................................................... 20.1 19.3
Selling, general and administrative expenses................... 12.6 8.8
----- -----
Operating income .............................................. 7.5 10.5
Interest expense............................................... 2.7 1.7
----- -----
Income before income taxes..................................... 4.8 8.8
Income tax expense............................................. 2.0 3.5
----- -----
Net income..................................................... 2.8% 5.3%
===== =====
</TABLE>
Net sales. Royster-Clark's net sales were $649.6 million for the six months
ended June 30, 2000 compared to $546.1 million for the same period in 1999, an
increase of $103.5 million, or 19.0%. Net sales were higher due to the
contribution from the operations of AgriBusiness, which was acquired effective
April 1, 1999 and net sales from acquisitions made during the first quarter of
2000. The net sales increases from the addition of AgriBusiness operations and
acquisitions were partially offset by several factors including: 1) wholesale
sales force reductions initiated as part of the restructuring during 1999 after
the second quarter in 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 $130.4 million for the six months ended June
30, 2000 compared to $105.5 million for the same period in 1999, an increase of
$24.9 million, or 23.6%, primarily due to volume changes described above. Gross
margin was 20.1% for the six months ended June 30, 2000 compared to 19.3%
12
<PAGE>
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.
Selling, general and administrative expenses. Selling, general and
administrative expenses were $82.0 million for the six months ended June 30,
2000 compared to $48.0 million for the same period in 1999, an increase of
$34.0 million, or 70.8%, primarily due to the acquisitions described above.
Also included in the increase were higher expenses associated with the
integration of the Old Royster-Clark and AgriBusiness computer systems. These
expenses were partially offset by lower expenses 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 12.6% for the six months ended June 30, 2000
compared to 8.8% for the same period in 1999. This increase results primarily
from the fact that selling, general and administrative expenses for six months
ended June 30, 1999 include only three 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 six months
ended June 30, 2000 include a full six months of expenses incurred to operate
the combined company. Selling, general and administrative expenses as a
percentage of sales increased for the reason noted above as well as increased
costs incurred during the six months ended June 30, 2000 for depreciation on
acquisitions, depreciation and other expenses related to the computer system
integration, higher fuel costs and legal and other professional services.
Operating income. Operating income was $48.4 million for the six months
ended June 30, 2000 compared to $57.4 million for the same period in 1999, a
decrease of $9.0 million, or 15.7%, as the result of higher operating expenses
partially offset by higher gross profits. Operating margins were 7.5% for the
six months ended June 30, 2000 compared to 10.5% for the same period in 1999
for the reasons noted above.
Interest expense. Interest expense was $17.6 million for the six months
ended June 30, 2000 compared to $9.5 million for the same period in 1999, an
increase of $8.1 million, or 85.3%. 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 quarter 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 credit facility.
Income tax expense. Income tax expense was $12.7 million for the six months
ended June 30, 2000 compared to income tax expense of $18.9 million for the
same period in 1999. This decrease is attributable to the decrease in income
before taxes in the six months ended June 30, 2000 described above. The
effective tax rate was 41.4% for the six months ended June 30, 2000 compared to
39.3% for the same period in 1999.
Net income. Net income was $18.0 million for the six months ended June 30,
2000 compared to $29.1 million for the same period in 1999, a decrease of $11.1
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 June 30, 2000, the collateral in hand under this
facility supported a borrowing availability of $270.5 million, from which we
had drawn $202.1 million. This senior secured credit facility includes up to
$10.0 million for letters of credit. This senior secured credit 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. As of the end of
June 30, 2000, we were not in compliance with the fixed charge coverage ratio
covenant as defined in the agreement governing the senior secured credit
facility. The failure to comply with this covenant resulted from cost
13
<PAGE>
overruns on capital expenditures related to the integration of the Old Royster-
Clark and AgriBusiness computer systems. We believe that the problems causing
the unplanned costs have been remedied. Although some additional expense will
be incurred through the balance of the fiscal year, management does not believe
that the amounts will significantly affect operating results. In August 2000,
the consortium of lenders agreed to waive the covenant violation as of June 30,
2000 and amend the fixed charge leverage ratio covenant to exclude capitalized
software development costs for the quarterly measurement dates through March
31, 2001. We believe that cash generated from operations and borrowings
available under the senior secured credit facility will be sufficient to meet
our operating and capital needs in the foreseeable future.
Capital expenditures were $12.5 million for the six months ended June 30,
2000 compared with $5.3 million for the six months ended June 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 $19.5 million.
Net cash used in operating activities for the six months ended June 30, 2000
was $42.0 million. The most significant component of cash flows used in
operating activities was movement in operating assets and liabilities due to
the seasonality of our business with higher trade accounts receivable,
inventory and accounts payable being the largest components. Net cash used in
investing activities amounted to $38.1 million, of which $26.1 million was due
to the acquisitions during the first quarter. Net cash provided by financing
activities totaled $78.1 million. Cash was provided by net borrowings of $109.5
million from the senior secured credit facility. These proceeds were partially
offset by a seasonal decrease in customer deposits of $27.4 million and
principal payments on $4.0 million in long-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 June 30, 2000 totaled $279.2 million versus
$166.5 million at December 31, 1999, an increase of $112.7 million, or 67.7%.
This increase resulted primarily from the normal receivable build up from
typical seasonal activity and working capital from acquisitions at June 30,
2000 of $17.6 million.
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 establishes 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.
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. The Company does not expect SAB 101 to have a material effect on its
financial condition or results of operations.
ITEM 3. Quantitative and Qualitative Disclosure 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
14
<PAGE>
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 $1.3 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 June 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 Title of Document
Number -----------------
-------
<C> <S>
3.01 Restated Certificate of Incorporation of the Company. +
Certificate of Amendment of Restated Certificate of Incorporation
3.02 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. +
Form of 10 1/4% First Mortgage Note Due 2009 (Included in Exhibit
4.02 4.01)+
10.14 Amendment Agreement dated August 18, 2000 amending Credit
Agreement. ++
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.
++ 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: August 21, 2000
17
