<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 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 March 31, 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)
DELAWARE 76-0329525
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
----------------------------
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 Statements of Income (Loss) 3
Condensed Statements of Cash flows 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
PART 2. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K 12
Exhibit Index 12
Signatures 14
</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.
----------------------------------------------------------------------
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
ROYSTER-CLARK, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
March 31, 2000 and December 31, 1999
(Dollars in thousands, except share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
Assets 2000 1999
--------- ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash $ 1,215 $ 4,670
Trade accounts receivable, net of allowance for doubtful
accounts of $7,922 and $7,032 at March 31, 2000 and
December 31, 1999, respectively 132,865 114,466
Inventories 294,679 158,667
Prepaid expenses 1,229 1,148
Refundable income taxes 4,633 4,402
Deferred income taxes 11,428 5,112
-------------- --------------
Total current assets 446,049 288,465
Property, plant and equipment, net 209,012 187,894
Goodwill, net 18,534 14,584
Deferred income taxes 9,385 11,868
Deferred financing costs, net 14,029 14,516
Other assets, net 1,578 4,180
-------------- --------------
$ 698,587 $ 521,507
============== ==============
Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable $ 126,775 $ 47,693
Customer deposits 110,689 49,880
Accrued expenses 31,715 24,353
Current installments of long-term debt 2,655 2,705
-------------- --------------
Total current liabilities 271,834 124,631
Senior secured credit facility 130,713 92,545
10 1/4% First Mortgage Notes due 2009 200,000 200,000
Long-term debt, excluding current installments 4,968 4,835
Other long-term liabilities 4,669 4,274
-------------- --------------
Total liabilities 612,184 426,285
-------------- --------------
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 (deficit) (2,196) 6,623
-------------- --------------
Total stockholder's equity 86,403 95,222
-------------- --------------
$ 698,587 $ 521,507
============== ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
ROYSTER-CLARK, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss)
Three Months ended March 31, 2000 and 1999
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Successor Predecessor
----------------------------- ------------------------------
Three Months Three Months
ended March 31, ended March 31,
2000 1999
----------------------------- ------------------------------
(note 1)
<S> <C> <C>
Net sales $ 173,191 $ 53,487
Cost of sales 142,092 44,042
------------------------- --------------------------
Gross profit 31,099 9,445
Selling, general and administrative expenses 37,448 7,221
------------------------- --------------------------
Operating income (loss) (6,349) 2,224
Interest expense 7,701 1,607
------------------------- --------------------------
Income (loss) before income taxes (14,050) 617
Income tax expense (benefit) (5,231) 251
------------------------- --------------------------
Net income (loss) $ (8,819) $ 366
========================= ===========================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
ROYSTER-CLARK, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Three Months ended March 31, 2000 and 1999
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Successor Predecessor
-------------- --------------
Three Months Three Months
ended ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (8,819) $ 366
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Provision for doubtful accounts 326 94
Depreciation and amortization 5,768 718
Loss (gain) on sale of property, plant and equipment 159 (6)
Deferred income taxes (5,355) (191)
Changes in operating assets and liabilities increasing
(decreasing) cash:
Trade accounts receivable (15,773) (13,975)
Inventories (121,453) (36,626)
Prepaid expenses 5 (2,236)
Refundable income taxes (231) 433
Other assets 102 (159)
Accounts payable 73,396 20,346
Accrued expenses 7,073 1,496
------------- --------------
Total adjustments (55,983) (30,106)
------------- --------------
Net cash used in operating activities (64,802) (29,740)
------------- --------------
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment 395 8
Purchases of property, plant and equipment (6,234) (964)
Acquisitions, net of cash acquired of $22 (25,665) --
------------- --------------
Net cash used in investing activities (31,504) (956)
------------- --------------
Cash flows from financing activities:
Net borrowings on senior secured credit facility 38,166 32,364
Principal payments on long-term debt (4,007) (437)
Net increase (decrease) in customer deposits 58,692 (1,036)
Dividend payments -- (195)
------------- --------------
Net cash provided by financing activities 92,851 30,696
------------- --------------
Net decrease in cash (3,455) --
Cash at beginning of period 4,670 42
------------- --------------
Cash at end of period $ 1,215 $ 42
============= ==============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,824 $ 1,463
============= ==============
Cash paid during the period for income taxes $ 356 $ 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 through the senior secured
credit facility.
See accompanying notes to condensed consolidated financial statements.
<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 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.
As discussed further in note 2, effective April 1, 1999, Royster-Clark Group,
Inc. (herein referred to as RCG) a newly formed holding company capitalized with
approximately $59.0 million in cash, acquired all of the then outstanding stock
of Royster-Clark, Inc. As a result, the accompanying unaudited condensed
consolidated financial statements of Royster-Clark, Inc. and subsidiaries as of
and for the three months ended March 31, 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 condensed consolidated financial statements
as of and 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 unaudited interim
condensed consolidated financial statements as of and for the three months
ended March 31, 2000.
The information presented as of March 31, 2000, and for the three month periods
ended March 31, 2000 and 1999, is unaudited, but, 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 March 31, 2000 and the results of its
operations and its cash flows for the three month periods ended March 31, 2000
and 1999. The 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 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 $25.7 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.
<PAGE>
(3) Inventories
Inventories at March 31, 2000 and December 31, 1999 consist of the following:
March 31, December 31,
2000 1999
----------------- -----------------
Crop protection products $ 122,845 $ 68,787
Fertilizers 39,209 31,617
Raw materials 87,091 41,613
Seeds 34,706 5,956
Sundries and other 10,828 10,694
----------------- -----------------
$ 294,679 $ 158,667
================= =================
(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 40 sites.
In connection with the acquisitions of AgriBusiness and 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
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, Royster-Clark,
Inc. 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 March 31, 2000 for the
estimated cost of cleanup efforts of identified contamination or site
characterization totaled $3,312 and 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 quarter. Actual cash expenditures during the three months ended March
31, 2000 were less than $1. 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.
(5) 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
<PAGE>
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 March 31, 2000 and for the three months
then ended.
<TABLE>
<CAPTION>
Guarantor
Royster-Clark, Inc Subsidiaries Eliminations Consolidated
March 31, March 31, March 31, March 31,
2000 2000 2000 2000
---------------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
BALANCE SHEET:
Cash $ 41 $ 1,174 $ - $ 1215
Trade accounts receivable, net 1,292 140,212 (8,639) 132,865
Inventories - 294,679 - 294,679
Prepaid expenses 138 1,091 - 1,229
Refundable income taxes 4,633 - - 4,633
Deferred income taxes 11,428 - - 11,428
---------------------- ----------------- ----------------- -----------------
Current assets 17,532 437,156 (8,639) 446,049
---------------------- ----------------- ----------------- -----------------
Property, plant and equipment, net 16,830 192,182 - 209,012
Goodwill, net 14,310 4,224 - 18,534
Deferred income taxes 9,385 - - 9,385
Deferred financing costs, net 14,029 - - 14,029
Other assets, net 146 1,432 - 1,578
Investment in subsidiaries 354,388 - (354,388) -
---------------------- ----------------- ----------------- -----------------
Total assets $ 426,620 634,994 (363,027) 698,587
====================== ================= ================= =================
Accounts payable $ - $ 135,414 $ (8,639) $ 126,775
Customer deposit - 110,689 - 110,689
Accrued expenses 16,058 15,657 - 31,715
Current installments of long-term debt 98 2,557 - 2,655
---------------------- ----------------- ----------------- -----------------
Current liabilities 16,156 264,317 (8,639) 271,834
---------------------- ----------------- ----------------- -----------------
Senior secured credit facility 130,713 - - 130,713
10 1/4 % First Mortgage Notes 200,000 - - 200,000
Long-term debt, excluding current installments 279 4,689 - 4,968
Other long-term liabilities 491 4,178 - 4,669
---------------------- ----------------- ----------------- -----------------
Total liabilities 347,639 273,184 (8,639) 612,184
---------------------- ----------------- ----------------- -----------------
Common stock - - - -
Additional paid-in capital 78,599 364,388 (354,388) 88,599
Retained earnings (deficit) 382 (2,578) - (2,196)
---------------------- ----------------- ----------------- -----------------
Total stockholder's equity 78,981 361,810 (354,388) 86,403
---------------------- ----------------- ----------------- -----------------
Total liabilities and stockholder's equity $ 426,620 $ 634,994 $ (363,027) $ 698,587
====================== ================= ================= =================
</TABLE>
<TABLE>
<CAPTION>
Guarantor
Royster-Clark, Inc Subsidiaries Eliminations Consolidated
March 31, March 31, March 31, March 31,
2000 2000 2000 2000
-------------------- ----------------- ------------------ -----------------
<S> <C> <C> <C> <C>
INCOME STATEMENT:
Net sales $ 1,292 $ 184,202 $ (12,303) $ 173,191
Cost of sales - 148,785 (6,693) 142,092
-------------------- ----------------- ------------------ ------------------
Gross profit 1,292 35,417 (5,610) 31,099
Selling, general and administrative expense 162 42,896 (5,610) 37,448
-------------------- ----------------- ------------------ ------------------
Operating income 1,130 (7,479) - (6,349)
Interest expense 663 7,038 - 7,701
-------------------- ----------------- ------------------ ------------------
Income (loss) before income taxes 467 (14,517) - (14,050)
Income tax expense (benefit) 182 (5,413) - (5,231}
-------------------- ----------------- ------------------ ------------------
Net income (loss) $ 285 $ (9,104) $ - (8,819)
==================== ================= ================== ==================
CASH FLOWS:
Net cash used in operating activities $ (38,469) $ (26,333) $ - $ (64,802)
Cash flows from investing activities:
Proceeds from sale of property, plant and
equipment - 395 - 395
Purchases of property, plant and equipment - (6,234) - (6,234)
Acquisitions, net of cash acquired - (25,665) - (25,665)
-------------------- ----------------- ------------------ ------------------
Net cash used in investing activities - (31,504) - (31,504)
-------------------- ----------------- ------------------ ------------------
Cash flows from financing activities:
Net borrowings on senior secured credit facility 38,166 - - 38,166
Principal payments on long-term debt - (4,007) - (4,007)
Net increase in customer deposits - 58,692 - 58,692
-------------------- ----------------- ------------------ ------------------
Net cash provided by financing activities 38,166 54,685 - 92,851
-------------------- ----------------- ------------------ ------------------
Net decrease in cash (303) (3,152) - (3,455)
Cash at beginning of period 344 4,326 - 4,670
-------------------- ----------------- ------------------ ------------------
Cash at end of period $ 41 $ 1,174 $ - $ 1,215
==================== ================= ================== ==================
</TABLE>
<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,
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 1st quarter of 2000,
nitrogen pricing has improved due to producers' production cutbacks to reduce
excess inventory coming into the spring season. In addition, the level of
nitrogen prices directly impacts the profitability of our two
nitrogen-manufacturing plants.
We are in the process of finalizing insurance claims arising from the damage
done to our business in the Southeast, especially in North Carolina, as a result
of the unprecedented flooding triggered by hurricanes Dennis and Floyd. We
believe that insurance will cover our direct losses and that by the spring
planting season, activity will return to normal. However, we cannot be certain
that there will not be 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 $25.7 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. 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 acquisition
of each transaction.
Results of Operations
The following table provides information regarding Royster-Clark's statement of
income (loss) as a percentage of net sales. The three months ended March 31,
2000 include the operations of Royster-Clark subsequent to its acquisition by
Royster-Clark Group, Inc. ("Royster-Clark Group") and the operations of
Agribusiness. Both transactions had effective dates of April 1, 1999. The
three months ended March 31, 1999 represent the operations of Royster-Clark
prior to the acquisition by Royster-Clark Group.
<PAGE>
Three Months ended March 31,
---------------------------------
2000 1999
------------ ------------
Net sales......................... 100.0% 100.0%
Cost of goods sold................ 82.0 82.3
------------ ------------
Gross profit...................... 18.0 17.7
Selling, general &
administrative expense.......... 21.6 13.5
------------ ------------
Operating income (loss)........... (3.6) 4.2
Interest expense.................. 4.5 3.0
------------ ------------
Income (loss) before tax.......... (8.1) 1.2
Income tax expense (benefit)...... (3.0) 0.5
------------ ------------
Net income (loss)................. (5.1) 0.7
============ ============
Three months ended March 31, 2000 compared to three months ended March 31, 1999
Net sales. Royster-Clark's net sales were $173.2 million for the first quarter
of 2000 compared to $53.5 million for the same period in 1999, an increase of
$119.7 million, or 223.7%. Net sales increased due to the contribution from
the operations of AgriBusiness, which was acquired effective April 1, 1999.
The net sales increases from the addition of AgriBusiness Operations were
partially offset by lower sales of low margin material sales resulting from
sales force reductions initiated as part of the restructuring during 1999,
lower sales of phosphate products due to price deflation and increased
competitive pressures from crop protection distributors resulting in lower
retail crop protection product sales. Lower retail crop protection sales
described above were offset by sales increases by the Rainbow sales force which
initiated sales of crop protection products this year.
Gross profit. Gross profit was $31.1 million for the first quarter of 2000
compared to $9.4 million for the same period in 1999, an increase of $21.7
million, or 230.9%, primarily due to increased volume attributable to the
acquired businesses described above. Gross margin was 18.0% for the first
quarter of 2000 compared to 17.7% for the same period in 1999. Higher gross
margin resulted from price improvements in nitrogen products and higher rebates
being earned on crop protection products due to the larger crop protection
product sales base and purchasing power for the combined Royster-Clark and
AgriBusiness entities.
Selling, general and administrative expenses. Selling, general and
administrative expenses were $37.4 million for the first quarter of 2000
compared to $7.2 million for the same period in 1999, an increase of $30.2
million, or 419.4%, primarily due to the acquisitions described above. Selling,
general and administrative expense as a percentage of net sales were 21.6% for
the first quarter of 2000 compared to 13.5% for the same period in 1999. Higher
selling, general and administrative expenses as a percent of net sales resulted
from higher labor and equipment costs of spreading and application equipment
used in the Midwest to generate service income.
Operating income (loss). Operating income (loss) was ($6.3) million for the
first quarter of 2000 compared to $2.2 million for the same period in 1999, a
decrease of $8.5 million, or 386.4%, as the result of higher operating expenses
partially offset by higher gross profits. Operating margins were (3.6%) for the
first quarter in 2000 compared to 4.2% for the same period in 1999.
Interest expense. Interest expense was $7.7 million for the first quarter in
2000 compared to $1.6 million for the same period in 1999, an increase of
$6.1 million, or 381.3%. The increase was primarily 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 acquisitions made during the quarter have
not materially affected interest expense due to the timing of the transactions
late in the quarter.
Income tax expense (benefit). Income tax benefit was $5.2 million for the first
quarter of 2000 compared to income tax expense of $0.3 million for the same
period in 1999, attributable to the decrease in income before taxes in the first
quarter of 2000 described above. The effective tax rate during the quarter was
37.2% for the first quarter of 2000 compared to 40.7% for the same period in
1999.
<PAGE>
Net income (loss). Net income (loss) was ($8.8) million for the first quarter of
2000 compared to $0.4 million for the same period in 1999, a decrease of $9.2
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 March 31, 2000, the collateral in hand under this
facility supported a borrowing availability of $274.0 million, from which we had
drawn $130.7 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. Effective December 31, 1999, the consortium of lenders agreed to
amend the covenants for the quarterly measurement dates in 2000 and thereafter.
We believe that cash generated from operations and borrowings available under
the senior secured credit facility will be sufficient to meet our capital needs
in the foreseeable future.
Capital expenditures were $6.2 million for the three months ended March 31, 2000
compared with $1.0 million for the three months ended March 31, 1999. These
capital expenditures were primarily for computer system expenditures, facilities
improvements and environmental improvement projects. We estimate that total
capital expenditures for 2000 will amount to approximately $19.6 million.
Net cash used in operating activities for the three months ended March 31, 2000
was $64.8 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. Net cash used in investing activities amounted to
$31.5 million, the majority of which was due to the acquisitions during the
quarter ($25.7 million). Net cash provided by financing activities totaled $92.5
million. Proceeds were received from net borrowings of $38.2 million from the
senior secured credit facility and an increase in customer deposits of $58.7
million.
Net working capital, excluding senior secured credit facility and current
installments of long-term debt at March 31, 2000 totaled $176.9 million versus
$166.5 million at December 31, 1999, a decrease of $10.4 million, or 6.2%. This
increase resulted primarily from the normal receivable and inventory build up
from typical seasonal activity.
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. This statement establishes 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. SAB 101 is effective for all fiscal quarters 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 our lender. Our
First Mortgage Notes bear interest at a fixed rate of 10.25%. This rate was
established upon the issuance of the notes in April 1999 and as a result, we
believe it approximates a market rate. 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. Management is currently in the process of assessing the effect, if
any, of such activities on the company's financial condition. Given the current
<PAGE>
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 March 31, 2000, the Company's exposure to market risk factors had not
materially changed from December 31, 1999.
PART 2. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
Exhibits.
(a)
Exhibit
Number Title of Document
- ------- -----------------
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 10 1/4% First Mortgage Note Due 2009 (Included in Exhibit
4.01)+
27 Financial data schedules-27.1 Financial data schedule
(b) Reports on Form 8-K - None
+ Incorporated by reference to Registration Statement on Form S-4 (Reg. No.:333-
81235) where it has been filed as an Exhibit.
<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
-------------------
Walter R. Vance
Chief Accounting Officer
DATE: May 15, 2000
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