VIRBAC CORP
10-Q, 2000-05-15
PHARMACEUTICAL PREPARATIONS
Previous: TRACK DATA CORP, 10-Q, 2000-05-15
Next: APARTMENT INVESTMENT & MANAGEMENT CO, 10-Q, 2000-05-15





                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities  Exchange Act
of 1934.

For the quarterly period ended March 31, 2000

Commission File Number: 0-24312



                               VIRBAC CORPORATION

State of Incorporation:  Delaware               I.R.S. Employer I.D. 43-1648680

                             3200 Meacham Boulevard
                              Fort Worth, TX 76137
                                 (817) 831-5030

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 twelve months (or for such shorter periods that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past ninety days.

                             Yes           X                  No



The number of shares of common stock  outstanding  at May 9, 2000 is  21,222,227
shares.


<PAGE>



VIRBAC CORPORATION

                                      Index

                                                                  Page

Financial information

Financial Statements

     Consolidated Balance Sheets -
      March 31, 2000 (unaudited) and December 31, 1999              3

     Consolidated Statements of Operations -
      Three months ended March 31, 2000 and 1999 (unaudited)        4

     Consolidated Statements of Cash Flows -
       Three months ended March 31, 2000 and 1999 (unaudited)       5

     Consolidated Statement of Shareholders' Equity -
       Three months ended March 31, 2000 (unaudited)                6

     Notes to Consolidated Financial Statements                     7

Management's Discussion and Analysis of Financial

 Condition and Results of Operations                               11


Other information

Item 6.    Exhibits and Reports on Form 8-K                        14

Signature                                                          14


<PAGE>




                                     Part I - Financial Statements
                                        Consolidated Balance Sheets
<TABLE>
<CAPTION>


                                                                           March 31,                December 31,
                                                                             2000                       1999
                                                                          (unaudited)
<S>                                                                <C>                       <C>
Assets
Current assets:
   Cash and cash equivalents                                       $            427,273       $            231,297
   Accounts receivable                                                        9,847,558                  5,555,363
   Accounts receivable - Virbac SA                                              263,084                    424,931
   Inventories                                                               12,802,490                 13,773,605
   Prepaid expenses and other assets                                            913,240                    919,112
                                                                   --------------------       --------------------
                                                                             24,253,645                 20,904,308

Property, plant and equipment, net                                           12,571,725                 12,765,120
Goodwill   and other intangibles, net                                         9,647,842                  9,953,120
Other assets                                                                     68,659                     10,470
                                                                   --------------------       --------------------
   Total Assets                                                    $         46,451,871       $         43,633,018
                                                                   ====================       ====================
Liabilities and Shareholders' Equity
Current liabilities:

   Bank overdraft                                                     $       1,499,633           $       1,059,584
   Current portion of long-term debt and notes payable                        2,731,184                  1,564,080
   Accounts payable

      Trade                                                                   4,217,011                  2,520,238
      Virbac SA                                                                  30,019                    776,586
   Accrued expenses                                                           1,889,487                  2,723,588
                                                                   --------------------       --------------------
                                                                             10,367,334                  8,644,076

Long-term debt and notes payable                                              9,197,991                  9,347,993

Commitments and contingencies (Note 6)

Shareholders' equity:
   Common stock ($.01 par value; 38,000,000 shares authorized;
     20,975,747 issued)                                                         212,312                    209,757
   Additional paid-in capital                                                34,326,357                 33,998,794
   Treasury stock at cost (8,949 and 42,949 shares, respectively)
   Accumulated deficit                                                       (7,539,273)                (8,470,021)
                                                                   --------------------       --------------------
                                                                             26,976,546                 25,640,949

   Total Liabilities and Shareholders' Equity                      $         46,541,871       $         43,633,018
                                                                   ====================       ====================

</TABLE>



              Consolidated Statements of Operations (unaudited)
<TABLE>
<CAPTION>


                                                                                      For the three months
                                                                                         Ended March 31,
                                                                                  2000                    1999
<S>                                                                       <C>                    <C>
Net revenues                                                              $         13,354,284   $          7,719,983
Cost of goods sold                                                                   7,725,542              3,829,869
                                                                          --------------------   --------------------
Gross profit                                                                         5,628,742              3,890,114

Operation expenses:
   Selling, general and administrative                                               3,691,345              3,103,998
   Research and development                                                            343,210                215,503
   Warehouse and distribution                                                          689,082                453,740
                                                                          --------------------   --------------------
Income from operations                                                                 905,105                116,873
Interest expense                                                                      (233,266)              (116,644)
Other income (expense)                                                                 258,907                 11,785
                                                                          --------------------   --------------------
Income before income tax benefit                                                     930,746                   12,014
Income tax benefit                                                                          --                     --
                                                                          --------------------   --------------------
Net income                                                                $            930,746   $             12,014
                                                                          ====================   ====================
Basic and diluted income per share                                        $             0.04     $                 --
                                                                          ====================   ====================
Basic and diluted shares outstanding                                              21,090,346               15,295,064
                                                                          ====================   ====================

</TABLE>


<PAGE>




        Consolidated Statements of Cash Flows (unaudited)

<TABLE>
<CAPTION>


                                                                                         For Three Months
                                                                                         Ended March 31,
                                                                                   2000                   1999

<S>                                                                        <C>                    <C>
Net income                                                                 $            930,746   $            12,014

Adjustments to reconcile net loss to  net cash (used in) provided
  by operating activities:
      Depreciation and amortization                                                     323,928               238,858
      Changes in operating assets and liabilities:
      (Increase) in accounts receivable                                              (4,333,255)           (1,625,782)
      (Increase) decrease in inventories                                                622,361               (97,416)
      (Increase) decrease in prepaid expenses and other                                  (2,904)              363,982
      Increase in accounts payable                                                    1,700,742               355,689
      Increase (decrease) in accrued expense                                          (677,353)                30,014
                                                                            -------------------     ------------------
Net cash used in operating activities                                                (1,435,735)             (722,641)
                                                                            -------------------     ------------------
Investing activities

Purchase of property, plant and equipment                                               (86,262)                    --
Other                                                                                  (144,027)              (31,329)
Merger with Agri-Nutrition Group Limited (see Note 1)                                        --              (643,979)
                                                                            -------------------     ------------------
Net cash used in investing activities                                                  (230,289)            (675,308)
                                                                            -------------------     ------------------
Financing activities

Proceeds from long-term debt and notes payable                                        1,580,978                     --
Repayment of long-term debt and notes payable                                          (563,876)          (12,772,811)
Increase in bank overdraft                                                              440,049                     --
Cash infusion by Parent in connection with the Merger
Repurchase of treasury shares                                                           (98,900)
Reissuance of treasury shares                                                           101,250                     --
Issuance of common stock                                                                402,499                 8,493
                                                                            -------------------     ------------------

Net cash provided by financing activities                                             1,862,000               985,571
                                                                            -------------------     ------------------
Increase (decrease) in cash and cash equivalents                                        195,976              (412,378)
Cash and cash equivalents, beginning of period                                          231,297               412,378
                                                                            -------------------     ------------------
Cash and cash equivalents, end of period                                   $            427,273   $                 --
                                                                            ===================     ==================
</TABLE>

          Consolidated Statement of Shareholders' Equity (unaudited)
<TABLE>
<CAPTION>


                                  Common Stock                                Treasury Stock
                                                         Additional       Number
                               Number         Par         Paid In        of Shares                     Accumulated
                             of Shares       Value        Capital                        Amount          Deficit          Total
<S>                          <C>          <C>         <C>               <C>          <C>           <C>              <C>

Balance,                      20,975,747  $   209,757  $  33,998,794      42,949     $  (97,581)    $   (8,470,021)  $  25,640,949
December 31, 1999

Issuance of shares to
satisfy stock compen-sation
plans                            255,429        2,555        399,944                                                       402,499

Purchase of treasury                                                      34,000        (98,900)                           (98,900)
Shares

Issuance of shares to
satisfy stock compensation
plans                                                                                   173,631                            101,250

Net income                                                                                                   930,746       930,746
                            -------------  ----------  -------------   -----------    ------------   --------------   ------------
Balance,
March 31, 2000                21,231,176  $   212,312  $  34,326,357          8,949   $    (22,850)  $  (7,539,275)   $  26,976,544
                            =============  ==========  =============   ============   ============   ==============   =============
</TABLE>





<PAGE>




             Notes to Consolidated Financial Statements (unaudited)

1.       Nature of Operations and Basis of Presentation

Virbac  Corporation  (the "Company" or "Virbac")  manufactures and distributes a
wide variety of health, grooming, dental and parasiticidal products for pets and
other  companion  animals  under the  C.E.T.,  Allerderm,  St.  JON,  Zema,  and
Francodex brand names.

         The Company is the result of the March 5, 1999 merger of Virbac,  Inc.,
a  subsidiary  of Virbac  SA, a French  veterinary  pharmaceutical  manufacturer
("VBSA"),  and Agri-Nutrition  Group Limited ("AGNU"),  a publicly held company.
Pursuant  to the  merger  agreement  dated  October  16,  1998,  the  merger was
completed by the following series of transactions:  (i) VBSA contributed a total
of $15.7  million to Virbac,  Inc.  consisting  of $13.7  million in cash and $2
million  in  intercompany  debt  recapitalized  as  equity;   (ii)  AGNU  issued
12,580,918 shares of AGNU stock to VBSA; and (iii) Virbac, Inc. merged with AGNU
with AGNU being the  surviving  entity with VBSA its majority  stockholder.  The
name of the surviving entity was then changed to Virbac Corporation.

         For financial statement reporting purposes,  the merger is considered a
purchase  of  AGNU by  Virbac,  Inc.  Accordingly,  the  accompanying  unaudited
consolidated  financial  statements are the historical  financial  statements of
Virbac, Inc., which reflect its acquisition of AGNU as of March 5, 1999.

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
information and footnotes required by generally accepted  accounting  principles
for  complete  financial  statements.  In  the  opinion  of  management,   these
statements  include  all  adjustments   (which  consist  of  normal,   recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations and cash flows at and for periods ending March 31, 2000 and 1999. The
accompanying   consolidated   statements  of  operations  reflect  the  historic
operations of Virbac,  Inc. and include the operations of AGNU since the date of
the Merger. The results of operations for the three months ending March 31, 2000
and 1999 are not  necessarily  indicative of the operating  results for the full
year.  This  interim  report  should  be read in  conjunction  with  the  Virbac
Corporation consolidated financial statements and notes related thereto included
in the 1999 Form 10-K as filed with the Securities and Exchange Commission.  The
Company's independent accountants have not reviewed these unaudited consolidated
financial statements.

2.       Inventories

         Inventories consist of the following:
<TABLE>
<CAPTION>

                                                                   March 31,            December 31,
                                                                      2000                  1999
<S>                                                           <C>                   <C>
  Raw materials                                               $         5,200,139   $         6,340,906
  Packaging                                                             2,990,725             2,276,927
  Finished goods                                                        5,460,677             6,069,769
                                                              -------------------   -------------------
                                                                       13,651,541            14,687,602
  Less:  reserve for excess and obsolete inventories                     (849,051)             (913,997)
                                                              -------------------   -------------------
                                                              $        12,802,490   $        13,773,605
                                                              ===================   ===================

</TABLE>

4.       Financing

         The Company has a revolving  credit  facility of $11.8 million at March
31, 2000. Long-term debt and notes payable consist of the following:
<TABLE>
<CAPTION>

                                                                               March 31,            December 31,
                                                                                 2000                   1999
<S>                                                                         <C>                   <C>
         Revolving  credit  facility  with a financial  institution  up to $11.8
         million  based  upon  specified   percentages  of  qualified   accounts
         receivable  and  inventory,   collateralized  by  accounts  receivable,
         inventory,  equipment,  intangibles,  and  certain  real  estate,  with
         interest varying based upon financial
         performance (8.5%, as of March 31,2000).                         $      11,633,192            $10,616,090

         Note payable dated September 25, 1997, interest at prime, due              195,983                195,983
         in annual installments of $97,991, plus accrued interest,
         maturity September 25, 2001.

         Notes payable dated September 25, 1997, due in September                   100,000                100,000
         2000, with $49,000 payable in cash, plus interest at prime,
         and $51,000 in shares of the Company's Common Stock.
                                                                          -----------------        ----------------
                                                                                 11,929,175             10,912,073

         Less- Current maturities                                                (2,731,184)           (1,564,080)
                                                                          -----------------        ----------------
                                                                             $    9,197,991         $    9,347,993
                                                                          -----------------        ----------------
</TABLE>


         Of the $11.8 million available  facility,  a $2.1 million segment is to
be repaid in installments through July 2000 and the availability of another $2.7
million segment is to be reduced by $150,000 per quarter.

         The revolving credit facility contains financial  covenants,  including
but not  limited  to,  tangible  net worth and  interest  coverage  ratios,  and
restricts  the payment of dividends.  At March 31, 2000,  the Company was not in
compliance with these covenants. However, the Company has received a waiver from
the bank related to such  non-compliance.  In  addition,  the bank has agreed to
amend the debt covenants and the Company would have been in compliance with such
amended covenants at March 31, 2000.


5.       Stock Options and Common Stock Transactions

         During the three  months  ended  March 31,  2000,  options to  purchase
56,000  shares of the  Company's  Common  Stock were granted to  employees.  The
exercise price of $2.75 was  determined  based upon the fair value of the shares
on the date of grant. These options vest ratably over three years from the dates
of grant and will expire ten years from the grant  date.  Options to purchase an
additional  38,000 shares of the Company's  Common Stock at an exercise price of
$2.75  were  contingently   granted,  with  the  final  granting  of  the  stock
conditional  upon the  Company's  performance  in 2000.  During the same period,
non-qualified  options to purchase  302,076 shares of the Company's Common Stock
were  exercised.  Of the  options  exercised,  234,076  shares  were issued from
previously unissued shares and 68,000 shares were issued from treasury shares

         During the three months ended March 31, 2000, the Company  purchased on
the open  market  34,000  shares of its Common  Stock.  During the same  period,
68,000  shares of treasury  stock were  reissued and 234,076 of  authorized  but
previously  unissued  shares  were issued to satisfy  distributions  under stock
compensation  plans.  In addition,  21,353 shares of authorized  but  previously
unissued shares were issued to outside directors of the Company.

6.       Contingencies

         The Company is subject to certain  litigation and claims arising out of
the conduct of its business.  While the final outcome of any litigation or claim
cannot be determined with certainty,  management believes that the final outcome
of any current  litigation or claim will not have a material  adverse  effect on
the Company's financial position, cash flows or results of operations.

         Pursuant to the merger  agreement  between  Virbac,  Inc. and AGNU, if,
during the period ending on the second  anniversary  of the merger,  the closing
price of the  Company's  Common  Stock  has not  reached  $3.00 per share for 40
consecutive  trading days, the Company will conduct  another public tender offer
to purchase up to 1,395,000 shares of the Company's  outstanding Common Stock at
a price of $3.00 per share. Pursuant to the merger agreement,  such tender offer
will be funded by VBSA's direct purchase from the Company of 1,395,000 shares of
unissued Common Stock at a price of $3.00 per share.

         In order to maintain VBSA's 60% ownership interest in the Company until
the expiration, termination or exercise of all options to purchase the Company's
Common Stock  outstanding  as of the date of the merger and until the  Company's
last issuance of Common Stock  pursuant to the "Mardel  Merger  Agreement",  the
Company  will  contemporaneously,  with the  issuance  of Common  Stock upon the
exercise of pre-merger AGNU options or pursuant to the Mardel Merger  Agreement,
issue to VBSA a number of additional shares of Common Stock equal to the product
of (a) the  aggregate  number of shares of Common Stock issued upon the exercise
of such AGNU  options or pursuant to the Mardel  Merger  Agreement  and (b) 1.5.
Each such  post-Merger  adjustment  will  dilute  the  voting  power of  current
stockholders. As of March 31, 2000, 469,924 pre-merger options were outstanding.
The Company will issue additional shares of Common Stock with an aggregate value
of $51,000  pursuant to the Mardel Merger Agreement in September 2000. No shares
will be issued to VBSA in the event that treasury shares are reissued to satisfy
these pre-merger obligations.

7.       Segment and Related Information

         The Company  has three  reportable  segments.  The  Veterinary  segment
distributes  pet  health  care  products  mainly to  veterinarian  offices.  The
over-the-counter  (OTC) segment manufactures and distributes pet health products
to pet  stores,  farm  and  fleet  stores,  and  the  mass  retail  market.  PMR
manufactures and distributes animal health and specialty chemicals under private
label brands and for third parties.  There have been no material change from the
1999 Annual Report in total assets by segment, in the basis of segmentation, nor
in the basis of  measuring  segment  profit.  Summarized  financial  information
concerning  the Company's  reportable  segments is shown in the following  table
(dollars in thousands):

<TABLE>
<CAPTION>
                                                                                       Manufacturing
                                                                                            And         Consolidated
                                               Veterinary       OTC          PMR       Administration       Total
<S>                                          <C>               <C>          <C>           <C>            <C>
For the quarter ended March 31, 2000
Revenues from external customers                  $  6,194      $ 3,863      $ 3,294            $    3       $ 13,356
Income (loss) from operations                        1,874          426          293           (1,689)            905
Interest (expense) and other income, net                                                                           26
Net income                                                                                                        931

For the quarter ended March 31, 1999
Revenues from external customers                  $  4,678      $ 1,837      $ 1,118           $    87       $  7,720
Income (loss) from operations                          945            8          148             (984)            117
Interest (expense) and other income, net                                                                        (105)
Net income                                                                                                         12
</TABLE>


8.       Sale of UK Operations to VBSA

         The Company has reached an agreement to sell VRx U.K., its distribution
subsidiary in the United Kingdom,  to VBSA at net book value. The effective date
of  this  transaction  is  January  1,  2000.   Accordingly,   the  accompanying
consolidated  financial  statements do not include the results of operations for
the three  months  ended March 31, 2000 nor the balance  sheet at March 31, 2000
for VRx U.K.


<PAGE>




                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

         Virbac   Corporation  (the  "Company")   manufactures  and  distributes
companion animal health products.  The Company is a leader in dermatological and
oral hygiene products for companion animals, or pets, and provides a broad array
of health care products to its customers under the C.E.T.,  Allerderm,  St. JON,
Zema, and Francodex brand names.

         On March 5, 1999,  the Company,  formerly  named  Agri-Nutrition  Group
Limited,  merged  with  Virbac,  Inc.,  with the  Company  being  the  surviving
corporation.  Virbac SA, the parent of Virbac,  Inc., received 60% of the voting
equity of the Company; therefore,  Virbac, Inc. is considered to be the acquirer
for financial statement purposes. Accordingly, the merger has been accounted for
as a purchase of Agri-Nutrition Group Limited by Virbac, Inc.

         The Management's  Discussion and Analysis that follows contains forward
looking  information made pursuant to the safe harbor  provisions of the Private
Securities Litigation Reform Act of 1995. These  forward-looking  statements may
be  affected  by certain  risks and  uncertainties  described  in the  Company's
filings with the Securities and Exchange Commission. Projections of gross margin
improvements   anticipated  due  to  the   consolidation  of  manufacturing  and
distribution facilities and of expense reductions that should result from actual
or planned headcount  reductions may not be achieved if unforeseen  difficulties
arise in executing the plans or if assumptions made in the plans are inaccurate.
Forward-looking  statements  regarding  future  sales  may  be  affected  by new
competitive or technological entries into the market or by lack of acceptance of
the Company's  products by the market.  Therefore,  the Company's actual results
could differ materially from such forward-looking statements.

Results of Operations

         Because  Agri-Nutrition   operations  were  significantly  larger  than
Virbac,  Inc.,  substantially  all of the  increase  in  each  component  of the
Consolidated  Statements  of  Operations  from  1999  to  2000  is  due  to  the
acquisition of Agri-Nutrition.  For the quarter ended March 31, 2000 as compared
to March  31,  1999,  the  acquisition  accounts  for  approximately  92% of the
increase in revenue,  approximately  87% of the increase in gross profit and all
of the increase in operating expenses.

         The actual  results of operations  for the quarter ended March 31, 1999
as presented in the Consolidated Statements of Operations include the operations
of Virbac,  Inc. plus the results of  Agri-Nutrition  since March 5, 1999, while
the results of  operations  for the period  ended March 31,  2000  include  both
companies for the entire period. For comparative  purposes,  management believes
that an  analysis  upon  which 1999  results  are  presented  on a basis that is
equivalent to 2000 will provide a more  meaningful  discussion of the results of
operations. To that end, the actual results for the period ending March 31, 1999
have been adjusted to include the results of  Agri-Nutrition  since January 1999
in order to be comparable with the actual results of2000.  The 1999 amounts have
also been adjusted to reflect the effects of the merger,  primarily  adjustments
to reduce interest expense  reflecting the repayment of debt in conjunction with
the merger and adjustments to depreciation and  amortization  related to certain
purchase accounting adjustments.


<PAGE>


                                                      For the quarter ended
            (in thousands of dollars)           --------------------------------
                                                            March 31,
                                                --------------------------------
                                                                       1999
                                                      2000         (as adjusted)

   Net Revenues                                 $       13,354    $       12,908
   Gross Profit                                          5,629             5,335
   Gross Profit %                                          42%               41%
   Operating Expenses                                    4,723             5,314
   Interest and other (income)                             (25)              139
   Net income (loss)                                      931     $        (118)

Quarter Ended March 31, 2000 Compared to Pro Forma Quarter Ended March 31, 1999

        The $446 thousand or 3% increase in sales for the quarter ended March 31
is primarily volume driven. Sales increased approximately $480 thousand or 8% in
the  veterinary  division and  approximately  $341 thousand or 12% in PMR. Sales
were flat in the OTC division and down $192 thousand in custom manufacturing. In
addition,  1999 sales  include  approximately  $186 thousand of sales of VRx UK.
Effective  January 1, 2000,  VRx UK has been sold to VBSA, and none of its sales
have  been  included  in the  2000  results  of  operations.  See  Note 8 to the
Unaudited Consolidated Financial Statements).

         The gross profit percentage  improved by 0.9 percentage point (42.2% in
2000, 41.3% in 1999).  Approximately half of the improvement is due to favorable
product mix, as margins earned by custom  manufacturing and VRx UK sales in 1999
were very low. The remainder of the improvement is due to greater  manufacturing
overhead  absorption  in  2000  following  the  consolidation  of the  Company's
manufacturing facilities at the end of 1999.

         Operating expenses have decreased 591 thousand or 11% compared to 1999.
Almost all of the  reduction is due to  synergies  resulting  from  cost-cutting
efforts  initiated  in the  second  half  of  1999  in the  veterinary  and  OTC
divisions.  Somewhat  offsetting  expense reductions in these divisions were (1)
increased marketing expense at PMR due to PMR beginning to serve the 3500 Purina
Mills  distribution  network on a direct basis beginning in early 1999 in return
for a higher  gross  margin  percentage  and (2)  higher  professional  fees and
employee expense at the corporate office.

         Included in other  income is  approximately  $190  thousand in one-time
fees earned from  granting a third party the use of  registration  data on PMR's
bromethalin rodenticide.

         The Company did not record an income tax benefit in connection with its
operating loss in 2000 nor in 1999 due to the  uncertainty of the realization of
the tax benefit because of the historical  losses  incurred by Virbac,  Inc. and
Agri-Nutrition over the last several years.

         The Company has reached an agreement to sell VRx U.K., its distribution
subsidiary in the United Kingdom,  to VBSA at net book value. The effective date
of  this  transaction  is  January  1,  2000.   Accordingly,   the  accompanying
consolidated  financial  statements do not include the results of operations for
the three  months  ended March 31, 2000 nor the balance  sheet at March 31, 2000
for VRx U.K.

Liquidity and Capital Resources

         During the quarter ended March 31, 2000,  $1.4 million of cash was used
in operations.  Although $ 1.3 million was generated by the Company's net income
before  depreciation  and  amortization,  working  capital  needs  consumed $2.7
million.  The  increase  in  working  capital  reflects  increases  in  accounts
receivable, which arises from the increase in sales.

         Cash flows used in investing  activities  include cash costs related to
capital improvements at the Company's St. Louis and Fort Worth facilities.

         Cash flows from financing  activities  reflect primarily  reductions in
borrowing  under  a  revolving  credit  facility.  Additional  cash  flows  from
financing  activities  were the purchases and subsequent  reissuance of treasury
shares  and the  issuance  of  previously  unissued  shares in order to  satisfy
distributions under stock compensation plans.

         On September  7, 1999,  the Company  replaced all of its  then-existing
credit facilities with a three-year, $10 million facility. In December 1999, the
Company obtained a temporary $2.5 million increase to its line of credit to fund
acquisition  fees related to the  in-licensing  of a product and to fund working
capital  increases  related to the  consolidation  of the  Company's  production
facilities.  This  temporary  increase  is to be  repaid  in  installments  from
February to July 2000. Of the remaining $10 million,  $7 million is subject to a
borrowing  formula based upon  eligible  accounts  receivable  and inventory and
serves as a revolving  line of credit.  The  availability  of the  remaining  $3
million will be reduced by $150,000 per quarter. At March 31, 2000, $0.2 million
was available under the credit  facility.  The interest rate and fees vary based
upon the financial performance of the Company as measured by the ratio of EBITDA
to interest  expense paid and current  maturities  due.  Interest rates can vary
from prime plus 25 basis  points to prime  minus 75 basis  points.  At March 31,
2000, the Company is paying prime (8.50%).

         The revolving credit facility contains financial  covenants,  including
but not  limited  to,  tangible  net worth and  interest  coverage  ratios,  and
restricts  the payment of dividends.  At March 31, 2000,  the Company was not in
compliance with these covenants. However, the Company has received a waiver from
the bank related to such  non-compliance.  In  addition,  the bank has agreed to
amend the debt covenants and the Company would have been in compliance with such
amended covenants at March 31, 2000.

         Management  believes that the Company will have sufficient cash to meet
the needs of its current  operations  for at least the next  twelve  months from
cash  flows from  current  operations,  up-front  fees to be  realized  from the
out-licensing of certain  products under  development,  from existing  financing
facilities, and, if necessary, from short-term advances from VBSA.

         The Company has no current plans to significantly  increase capacity of
any of its plant facilities or to expend significant capital in modifying them.

         During 1999, the Company  acquired the rights to  manufacture  and sell
products  currently in development by a third party. The Company paid $1,000,000
in  partial  payment  for those  rights,  and,  depending  upon the third  party
reaching certain milestones in the registration  process, is committed to paying
up to an additional $3,250,000 in 2000 and 2001.

         The Company is committed  to conduct a public  tender offer to purchase
up to 1,395,000 of the  Company's  outstanding  Common Stock at a price of $3.00
per share if, during the period ending on the second  anniversary of the merger,
the closing sale price of the  Company's  Common Stock has not reached $3.00 per
share  for a period of 40  consecutive  trading  days.  Pursuant  to the  merger
agreement, such tender offer, if necessary, will be funded by Virbac SA's direct
purchase  from the  Company  of  1,395,000  shares of Common  Stock at $3.00 per
share.

         The  Company  has no  plans to pay  dividends  to  stockholders  in the
foreseeable future.

Part II - Other Information


Item 6.  Exhibits and Reports on Form 8-K.

b.       Reports of Form 8-K.

         No reports on Form 8-K were filed during the  three-month  period ended
March 31, 2000.

Signature

         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. VIRBAC CORPORATION

 /s/ Henry B. Haley

Henry B. Haley

Vice President and Chief Financial Officer
May 15, 2000

<TABLE> <S> <C>

<ARTICLE>                          5

<S>                                <C>
<PERIOD-TYPE>                      3-MOS
<FISCAL-YEAR-END>                  DEC-31-2000
<PERIOD-END>                       MAR-31-2000
<CASH>                             427,273
<SECURITIES>                       0
<RECEIVABLES>                      10,281,248
<ALLOWANCES>                       170,606
<INVENTORY>                        12,802,490
<CURRENT-ASSETS>                   24,253,645
<PP&E>                             16,319,864
<DEPRECIATION>                     3,748,139
<TOTAL-ASSETS>                     46,541,871
<CURRENT-LIABILITIES>              10,367,334
<BONDS>                            0
              0
                        0
<COMMON>                           212,312
<OTHER-SE>                         26,764,234
<TOTAL-LIABILITY-AND-EQUITY>       46,541,871
<SALES>                            13,354,284
<TOTAL-REVENUES>                   13,354,284
<CGS>                              7,725,542
<TOTAL-COSTS>                      12,449,179
<OTHER-EXPENSES>                   (258,907)
<LOSS-PROVISION>                   0
<INTEREST-EXPENSE>                 233,266
<INCOME-PRETAX>                    930,746
<INCOME-TAX>                       0
<INCOME-CONTINUING>                930,746
<DISCONTINUED>                     0
<EXTRAORDINARY>                    0
<CHANGES>                          0
<NET-INCOME>                       930,746
<EPS-BASIC>                        0.04
<EPS-DILUTED>                      0.04



</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission