FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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|
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For the quarterly period ended March 31, 2006 |
|
or |
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
333-64641
Phibro Animal Health Corporation
(Exact name of registrant as specified in its charter)
|
|
|
New York
|
|
13-1840497 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
|
65 Challenger Road,
Ridgefield Park, New Jersey
(Address of principal executive offices) |
|
07660
(Zip Code) |
(201) 329-7300
(Registrants telephone number, including area code)
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 þ No o
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer o Non-accelerated
filer þ
Indicate by check mark whether the Registrant is a shell company
(as defined in
Rule 12b-2 of the
Exchange
Act). Yes o No þ
The number of shares outstanding of the Registrants Common
Stock as of May 9, 2006: 24,488.50
Class A Common Stock, $.10 par value: 12,600.00
Class B Common Stock, $.10 par value: 11,888.50
PHIBRO ANIMAL HEALTH CORPORATION
TABLE OF CONTENTS
2
This Form 10-Q
contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended. The Companys actual results could differ
materially from those set forth in the forward-looking
statements. Certain factors that might cause such a difference
are discussed in the Companys Annual Report on
Form 10-K for its
fiscal year ended June 30, 2005 and/or throughout this
Form 10-Q and in
particular in Item 2 of Part I of this
Form 10-Q under
the caption Certain Factors Affecting Future Operating
Results. Unless the context otherwise requires, references
in this report to the Company or to we
or our refer to Phibro Animal Health Corporation
and/or one or more of its subsidiaries, as applicable.
PART I FINANCIAL INFORMATION
|
|
Item 1. |
Condensed Consolidated Financial Statements
(Unaudited) |
3
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
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|
|
|
March 31, | |
|
June 30, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
(Unaudited) | |
|
|
(In thousands) | |
ASSETS |
Current assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
9,752 |
|
|
$ |
13,001 |
|
|
Accounts receivable, net
|
|
|
60,009 |
|
|
|
56,417 |
|
|
Inventories
|
|
|
93,911 |
|
|
|
96,621 |
|
|
Prepaid expenses and other current assets
|
|
|
10,832 |
|
|
|
12,787 |
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
174,504 |
|
|
|
178,826 |
|
Property, plant and equipment, net
|
|
|
48,972 |
|
|
|
49,960 |
|
Intangibles, net
|
|
|
9,096 |
|
|
|
10,201 |
|
Other assets
|
|
|
11,234 |
|
|
|
14,070 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
243,806 |
|
|
$ |
253,057 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT |
Current liabilities
|
|
|
|
|
|
|
|
|
|
Loans payable to banks
|
|
$ |
|
|
|
$ |
8,038 |
|
|
Current portion of long-term debt
|
|
|
223 |
|
|
|
1,625 |
|
|
Accounts payable
|
|
|
38,781 |
|
|
|
36,537 |
|
|
Accrued expenses and other current liabilities
|
|
|
53,985 |
|
|
|
53,815 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
92,989 |
|
|
|
100,015 |
|
Long-term debt
|
|
|
176,451 |
|
|
|
176,501 |
|
Other liabilities
|
|
|
23,231 |
|
|
|
21,465 |
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|
|
|
|
|
|
|
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Total liabilities
|
|
|
292,671 |
|
|
|
297,981 |
|
|
|
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|
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Commitments and contingencies
|
|
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|
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|
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|
Stockholders deficit
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
521 |
|
|
|
521 |
|
|
Common stock
|
|
|
2 |
|
|
|
2 |
|
|
Paid-in capital
|
|
|
27,260 |
|
|
|
27,260 |
|
|
Accumulated deficit
|
|
|
(80,544 |
) |
|
|
(74,379 |
) |
|
Accumulated other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
Gain on derivative instruments, net of income taxes
|
|
|
79 |
|
|
|
123 |
|
|
|
Cumulative foreign currency translation adjustment, net of
income taxes
|
|
|
3,817 |
|
|
|
1,549 |
|
|
|
|
|
|
|
|
|
|
Total stockholders deficit
|
|
|
(48,865 |
) |
|
|
(44,924 |
) |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders deficit
|
|
$ |
243,806 |
|
|
$ |
253,057 |
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial
statements
4
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
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|
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|
Three Months Ended | |
|
Nine Months Ended | |
|
|
March 31, | |
|
March 31, | |
|
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(Unaudited) | |
|
|
(In thousands) | |
Net sales
|
|
$ |
100,905 |
|
|
$ |
90,255 |
|
|
$ |
293,211 |
|
|
$ |
269,169 |
|
Cost of goods sold (includes Belgium Plant Transactions costs of
$975 and $4,372 for the three months ended March 31, 2006
and 2005, respectively, and $10,211 and $13,908 for the nine
months ended March 31, 2006 and 2005, respectively)
|
|
|
76,442 |
|
|
|
71,504 |
|
|
|
229,343 |
|
|
|
214,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
24,463 |
|
|
|
18,751 |
|
|
|
63,868 |
|
|
|
54,487 |
|
Selling, general and administrative expenses
|
|
|
17,527 |
|
|
|
17,019 |
|
|
|
49,372 |
|
|
|
49,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
6,936 |
|
|
|
1,732 |
|
|
|
14,496 |
|
|
|
4,716 |
|
Interest expense
|
|
|
6,726 |
|
|
|
6,757 |
|
|
|
19,183 |
|
|
|
18,656 |
|
Interest (income)
|
|
|
(53 |
) |
|
|
(19 |
) |
|
|
(259 |
) |
|
|
(77 |
) |
Other (income) expense, net
|
|
|
31 |
|
|
|
77 |
|
|
|
(2,561 |
) |
|
|
(691 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
232 |
|
|
|
(5,083 |
) |
|
|
(1,867 |
) |
|
|
(13,172 |
) |
Provision for income taxes
|
|
|
1,591 |
|
|
|
773 |
|
|
|
4,298 |
|
|
|
699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) from continuing operations
|
|
|
(1,359 |
) |
|
|
(5,856 |
) |
|
|
(6,165 |
) |
|
|
(13,871 |
) |
Income from discontinued operations, net of income taxes
|
|
|
|
|
|
|
272 |
|
|
|
|
|
|
|
575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
|
(1,359 |
) |
|
|
(5,584 |
) |
|
|
(6,165 |
) |
|
|
(13,296 |
) |
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in derivative instruments, net of income taxes
|
|
|
76 |
|
|
|
(27 |
) |
|
|
(44 |
) |
|
|
295 |
|
|
Change in foreign currency translation adjustment, net of income
taxes
|
|
|
2,482 |
|
|
|
(1,207 |
) |
|
|
2,268 |
|
|
|
7,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$ |
1,199 |
|
|
$ |
(6,818 |
) |
|
$ |
(3,941 |
) |
|
$ |
(5,897 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
|
(1,359 |
) |
|
|
(5,584 |
) |
|
|
(6,165 |
) |
|
|
(13,296 |
) |
Excess of the reduction of Series B and C preferred stock
over total assets divested and costs and liabilities incurred on
the Prince Transactions
|
|
|
|
|
|
|
4,000 |
|
|
|
|
|
|
|
4,973 |
|
Dividends and equity value adjustment on Series C preferred
stock
|
|
|
|
|
|
|
(3,582 |
) |
|
|
|
|
|
|
(1,723 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) attributable to common stockholders
|
|
$ |
(1,359 |
) |
|
$ |
(5,166 |
) |
|
$ |
(6,165 |
) |
|
$ |
(10,046 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial
statements
5
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS DEFICIT
For the Three Months and Nine Months Ended March 31,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated | |
|
|
|
|
Preferred | |
|
Common Stock | |
|
|
|
|
|
Other | |
|
|
|
|
Stock | |
|
| |
|
Paid-in | |
|
Accumulated | |
|
Comprehensive | |
|
|
|
|
Series A | |
|
Class A | |
|
Class B | |
|
Capital | |
|
Deficit | |
|
Income (Loss) | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Unaudited) | |
|
|
(In thousands) | |
Balance as of June 30, 2005
|
|
$ |
521 |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
27,260 |
|
|
$ |
(74,379 |
) |
|
$ |
1,672 |
|
|
$ |
(44,924 |
) |
|
Change in derivative instruments, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
100 |
|
|
Change in foreign currency translation adjustment, net of income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,040 |
|
|
|
2,040 |
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,791 |
) |
|
|
|
|
|
|
(2,791 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2005
|
|
$ |
521 |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
27,260 |
|
|
$ |
(77,170 |
) |
|
$ |
3,812 |
|
|
$ |
(45,575 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in derivative instruments, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(220 |
) |
|
|
(220 |
) |
|
Change in foreign currency translation adjustment, net of income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,254 |
) |
|
|
(2,254 |
) |
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,015 |
) |
|
|
|
|
|
|
(2,015 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2005
|
|
$ |
521 |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
27,260 |
|
|
$ |
(79,185 |
) |
|
$ |
1,338 |
|
|
$ |
(50,064 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in derivative instruments, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76 |
|
|
|
76 |
|
|
Change in foreign currency translation adjustment, net of income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,482 |
|
|
|
2,482 |
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,359 |
) |
|
|
|
|
|
|
(1,359 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2006
|
|
$ |
521 |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
27,260 |
|
|
$ |
(80,544 |
) |
|
$ |
3,896 |
|
|
$ |
(48,865 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial
statements
6
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
(Unaudited) | |
|
|
(In thousands) | |
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
$ |
(6,165 |
) |
|
$ |
(13,296 |
) |
|
Adjustment for discontinued operations
|
|
|
|
|
|
|
(575 |
) |
|
|
|
|
|
|
|
|
(Loss) from continuing operations
|
|
|
(6,165 |
) |
|
|
(13,871 |
) |
|
Adjustments to reconcile (loss) from continuing operations to
net cash provided (used) by operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (includes accelerated depreciation
from the Belgium Plant Transactions of $4,533 and $3,628 for the
nine months ended March 31, 2006 and 2005, respectively)
|
|
|
11,849 |
|
|
|
11,586 |
|
|
|
Amortization of deferred financing costs
|
|
|
2,486 |
|
|
|
2,130 |
|
|
|
Deferred income taxes
|
|
|
(424 |
) |
|
|
(202 |
) |
|
|
Net gain from sales of assets
|
|
|
(464 |
) |
|
|
(789 |
) |
|
|
Effects of changes in foreign currency
|
|
|
(226 |
) |
|
|
(760 |
) |
|
|
Other
|
|
|
(428 |
) |
|
|
430 |
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(4,041 |
) |
|
|
4,460 |
|
|
|
|
Inventories
|
|
|
4,006 |
|
|
|
(16,378 |
) |
|
|
|
Prepaid expenses and other current assets
|
|
|
2,845 |
|
|
|
1,647 |
|
|
|
|
Other assets
|
|
|
121 |
|
|
|
(618 |
) |
|
|
|
Accounts payable
|
|
|
2,173 |
|
|
|
(11,378 |
) |
|
|
|
Accrued expenses and other liabilities
|
|
|
(1,984 |
) |
|
|
9,120 |
|
|
|
|
Accrued expenses: non-completed transaction
|
|
|
|
|
|
|
(3,970 |
) |
|
|
|
Accrued expenses: Belgium Plant Transactions
|
|
|
(1,608 |
) |
|
|
10,280 |
|
|
Cash provided (used) by discontinued operations
|
|
|
|
|
|
|
808 |
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by operating activities
|
|
|
8,140 |
|
|
|
(7,505 |
) |
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(11,244 |
) |
|
|
(5,098 |
) |
|
Proceeds from Belgium Plant Transactions
|
|
|
7,997 |
|
|
|
|
|
|
Proceeds from sales of assets
|
|
|
1,934 |
|
|
|
1,353 |
|
|
Other investing
|
|
|
(106 |
) |
|
|
(119 |
) |
|
Discontinued operations
|
|
|
|
|
|
|
(93 |
) |
|
|
|
|
|
|
|
|
|
Net cash (used) by investing activities
|
|
|
(1,419 |
) |
|
|
(3,957 |
) |
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in book overdrafts
|
|
|
(27 |
) |
|
|
1,930 |
|
|
Net (decrease) in short-term debt
|
|
|
(8,038 |
) |
|
|
(7,049 |
) |
|
Proceeds from long-term debt
|
|
|
|
|
|
|
24,292 |
|
|
Payments of long-term debt and capital leases
|
|
|
(2,005 |
) |
|
|
(3,913 |
) |
|
Proceeds from capital contribution by PAHC Holdings Corporation
|
|
|
|
|
|
|
26,400 |
|
|
Redemption of Series C preferred stock
|
|
|
|
|
|
|
(26,400 |
) |
|
Debt financing costs
|
|
|
|
|
|
|
(2,027 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities
|
|
|
(10,070 |
) |
|
|
13,233 |
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
100 |
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(3,249 |
) |
|
|
1,837 |
|
Cash and cash equivalents at beginning of period
|
|
|
13,001 |
|
|
|
5,568 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
9,752 |
|
|
$ |
7,405 |
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$ |
11,552 |
|
|
$ |
10,431 |
|
|
Income taxes paid
|
|
|
2,814 |
|
|
|
1,130 |
|
|
Capital lease additions
|
|
|
522 |
|
|
|
|
|
See notes to unaudited condensed consolidated financial
statements
7
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In Thousands)
|
|
|
Principles of Consolidation and Basis of
Presentation |
In the opinion of Phibro Animal Health Corporation (the
Company or PAHC), the accompanying
unaudited condensed consolidated financial statements contain
all adjustments necessary to state fairly its financial position
at March 31, 2006 and its results of operations and cash
flows for the three months and nine months ended March 31,
2006 and 2005. The financial results for any interim period are
not necessarily indicative of results for the full year. The
Company presents its financial statements on the basis of its
fiscal year ending June 30. All references to 2007, 2006
and 2005 refer to the fiscal year ended June 30 of that
year.
The Company is a wholly-owned subsidiary of PAHC Holdings
Corporation, which was formed in February 2005.
The condensed consolidated financial statements include the
accounts of the Company and all majority-owned subsidiaries. All
significant intercompany accounts and transactions have been
eliminated in the condensed consolidated financial statements.
The Company consolidates the financial statements of Koffolk
(1949) Ltd. (Israel) (Koffolk) and
Planalquimica Industrial Ltda. (Brazil)
(Planalquimica) on the basis of their March 31
fiscal year-ends to facilitate the timely inclusion of such
entities in the Companys consolidated financial reporting.
The condensed consolidated financial statements include
Koffolks and Planalquimicas financial position as of
December 31, 2005 and their results of operations and cash
flows for the three months and nine months ended
December 31, 2005 and 2004.
The condensed consolidated balance sheet as of June 30,
2005 was derived from audited financial statements, but does not
include all disclosures required by accounting principles
generally accepted in the United States. Additionally it should
be noted the accompanying condensed consolidated financial
statements and notes thereto have been prepared in accordance
with accounting standards appropriate for interim financial
statements. While the Company believes the disclosures presented
are adequate to make the information herein not misleading,
these financial statements should be read in conjunction with
the audited consolidated financial statements as found in the
Companys annual report filed on
Form 10-K for the
year ended June 30, 2005.
|
|
|
Risks, Uncertainties and Liquidity |
The Companys ability to fund its operating plan relies
upon the continued availability of borrowing under the domestic
senior credit facility. The Company believes that it will be
able to comply with the terms of its covenants under the
domestic senior credit facility based on its forecasted
operating plan. In the event of adverse operating results and/or
violation of covenants under this facility, there can be no
assurance that the Company would be able to obtain waivers or
amendments on favorable terms, if at all. The Companys
2006 operating plan projects adequate liquidity throughout the
year, with periods of reduced availability around the dates of
the semi-annual interest payments due December 1 and
June 1 related to PAHCs 13% Senior Secured Notes
due 2007 and PAHCs
97/8
% Senior Subordinated Notes due 2008. The Company is
pursuing additional cost reduction activities, working capital
improvement plans, and sales of non-strategic assets to provide
additional liquidity. The Company also has availability under
foreign credit lines that would be available as needed. There
can be no assurance the Company will be successful in any of the
above-noted actions.
The use of antibiotics in medicated feed additives is a subject
of legislative and regulatory interest. The issue of potential
for increased bacterial resistance to certain antibiotics used
in certain food-producing animals is the subject of discussions
on a worldwide basis and, in certain instances, has led to
government
8
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
restrictions on the use of antibiotics in food-producing
animals. The sale of feed additives containing antibiotics is a
material portion of the Companys business. Should
regulatory or other developments result in further restrictions
on the sale of such products, it could have a material adverse
impact on the Companys financial position, results of
operations and cash flows.
The testing, manufacturing, and marketing of certain products
are subject to extensive regulation by numerous government
authorities in the United States and other countries.
The Company has significant assets located outside of the United
States, and a significant portion of the Companys sales
and earnings are attributable to operations conducted abroad.
The Company has assets located in Israel and a portion of its
sales and earnings are attributable to operations conducted in
Israel. The Company is affected by social, political and
economic conditions affecting Israel, and any major hostilities
involving Israel as well as the Middle East or curtailment of
trade between Israel and its current trading partners, either as
a result of hostilities or otherwise, could have a material
adverse effect on the Company.
The Companys operations, properties and subsidiaries are
subject to a wide variety of complex and stringent federal,
state, local and foreign environmental laws and regulations,
including those governing the use, storage, handling,
generation, treatment, emission, release, discharge and disposal
of certain materials and wastes, the remediation of contaminated
soil and groundwater, the manufacture, sale and use of
pesticides and the health and safety of employees. As such, the
nature of the Companys current and former operations and
those of its subsidiaries exposes the Company and its
subsidiaries to the risk of claims with respect to such matters.
|
|
|
New Accounting Pronouncements |
The Company adopted the following new accounting pronouncements
in 2006:
|
|
|
Statement of Financial Accounting Standards No. 151,
Inventory Costs, an amendment to Accounting Research
Bulletin No. 43, Chapter 4
(SFAS No. 151). SFAS No. 151
amends the guidance in ARB No. 43, Chapter 4,
Inventory Pricing to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Paragraph 5 of ARB
No. 43, Chapter 4, previously stated
. . .under some circumstances, items such as
idle facility expense, excessive spoilage, double freight, and
rehandling costs may be so abnormal as to require treatment as
current period charges. . ..
SFAS No. 151 requires that those items be recognized
as current period charges regardless of whether they meet the
criterion of so abnormal. In addition,
SFAS No. 151 requires that allocation of fixed
production overheads to the costs of conversion be based on the
normal capacity of the production facilities.
SFAS No. 151 is effective for inventory costs incurred
during fiscal years beginning after June 30, 2005 and the
provisions of this statement shall be applied prospectively. The
adoption of SFAS No. 151 did not impact the
Companys financial statements. |
|
|
Statement of Financial Accounting Standards No. 153,
Exchanges of Nonmonetary Assets, an amendment of APB
Opinion No. 29 (SFAS No. 153).
SFAS No. 153 amends APB Opinion No. 29 to
eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial
substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change
significantly as a result of the exchange.
SFAS No. 153 is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after
June 15, 2005. The provisions of this statement shall be
applied prospectively. The adoption of SFAS No. 153
did not impact the Companys financial statements. |
9
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company will adopt the following new accounting
pronouncement in 2006:
|
|
|
FASB Interpretation No. 47, Accounting for
Conditional Asset Retirement Obligations
(FIN No. 47). FIN No. 47
clarifies that the term conditional asset retirement
obligation as used in FASB Statement No. 143,
Accounting for Asset Retirement Obligations
(ARO) refers to a legal obligation to perform
an asset retirement activity in which the timing and/or method
of settlement are conditional on a future event that may or may
not be within the control of the entity. The obligation to
perform the asset retirement activity is unconditional even
though uncertainty exists about the timing and/or method of
settlement. Thus, the timing and/or method of settlement may be
conditional on a future event. Accordingly, an entity is
required to recognize a liability for the fair value of a
conditional ARO if the fair value of the liability can be
reasonably estimated. The fair value of a liability for the
conditional ARO should be recognized when incurred; generally
upon acquisition, construction, or development and/or through
the normal operation of the asset. Uncertainty about the timing
and/or method of settlement of a conditional ARO should be
factored into the measurement of the liability when sufficient
information exists. FIN No. 47 also clarifies when an
entity would have sufficient information to reasonably estimate
the fair value of an ARO. FIN No. 47 is effective no
later than the end of fiscal years ending after
December 15, 2005. The Company anticipates that the
adoption of FIN No. 47 will not result in a material impact
on the Companys financial statements. |
10
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
2. |
Balance Sheet Information |
|
|
|
|
|
|
|
|
|
|
|
As of | |
|
|
| |
|
|
March 31, 2006 | |
|
June 30, 2005 | |
|
|
| |
|
| |
Accounts receivable, net
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
$ |
58,325 |
|
|
$ |
54,178 |
|
Less: allowance for doubtful accounts
|
|
|
1,307 |
|
|
|
1,372 |
|
|
|
|
|
|
|
|
Trade accounts receivable, net
|
|
|
57,018 |
|
|
|
52,806 |
|
Other receivables
|
|
|
2,991 |
|
|
|
3,611 |
|
|
|
|
|
|
|
|
Total
|
|
$ |
60,009 |
|
|
$ |
56,417 |
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
|
|
|
|
|
Raw materials
|
|
$ |
19,816 |
|
|
$ |
23,703 |
|
Work-in-process
|
|
|
869 |
|
|
|
434 |
|
Finished goods
|
|
|
73,226 |
|
|
|
72,484 |
|
|
|
|
|
|
|
|
Total
|
|
$ |
93,911 |
|
|
$ |
96,621 |
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
|
|
|
|
|
|
Land
|
|
$ |
4,225 |
|
|
$ |
6,250 |
|
Buildings and improvements
|
|
|
21,472 |
|
|
|
25,967 |
|
Machinery and equipment
|
|
|
101,129 |
|
|
|
108,762 |
|
|
|
|
|
|
|
|
|
|
|
126,826 |
|
|
|
140,979 |
|
Less: accumulated depreciation
|
|
|
77,854 |
|
|
|
91,019 |
|
|
|
|
|
|
|
|
Total
|
|
$ |
48,972 |
|
|
$ |
49,960 |
|
|
|
|
|
|
|
|
Intangibles, net
|
|
|
|
|
|
|
|
|
Cost
|
|
$ |
14,918 |
|
|
$ |
14,907 |
|
Less: accumulated amortization
|
|
|
5,822 |
|
|
|
4,706 |
|
|
|
|
|
|
|
|
Total
|
|
$ |
9,096 |
|
|
$ |
10,201 |
|
|
|
|
|
|
|
|
Resulting from the Belgium Plant Transactions discussed below,
as of November 30, 2005, the Company removed $1,896 of
land, $6,103 of buildings and improvements, $16,301 of machinery
and equipment and $22,182 of accumulated depreciation from
property, plant and equipment, net on the condensed consolidated
balance sheet.
Amortization expense for intangibles was $370 and $375 for the
three months ended March 31, 2006 and 2005, respectively,
and $1,113 and $1,121 for the nine months ended March 31,
2006 and 2005, respectively.
|
|
3. |
Belgium Plant Transactions |
On November 30, 2005, Phibro Animal Health SA (PAH
Belgium) sold to GlaxoSmithKline Biologicals
(GSK) substantially all of PAH Belgiums
facilities in Rixensart, Belgium (the Belgium
Plant). The sale (the Belgium Plant
Transactions) included the following elements
(U.S. dollar amounts at the March 31, 2006 exchange
rate except where otherwise indicated): (i) the transfer of
substantially all of the land and buildings and certain
equipment of PAH Belgium at the Belgium Plant, as well as the
industrial activities and intellectual property relating to
certain solvent technology of PAH Belgium for a purchase price
of EUR 6,200 ($7,310 at the November 30, 2005 exchange
rate), paid at closing; (ii) the transfer to GSK of a
11
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
majority of the employees of the Belgium Plant and the
corresponding responsibility for statutory severance
obligations; (iii) GSK agreed to be responsible for
cleaning-up, by demolition or otherwise, certain buildings not
to be used by it, but for PAH Belgium to reimburse GSK up to a
maximum of EUR 700 ($849) for such
cleaning-up costs;
(iv) in recognition of the benefits to PAHC from the
proposed transaction, PAH Belgium agreed to pay to GSK
EUR 1,500 ($1,821) within six months from the closing date,
EUR 1,500 ($1,821) within eighteen months from the closing
date, EUR 1,500 ($1,821) within thirty months from the closing
date, and EUR 500 ($607) within forty-two months from the
closing date; (v) PAH Belgium sold certain excess land for
its own account; (vi) PAH Belgium was responsible for
certain plant closure costs and legally required severance
indemnities in connection with workforce reductions; and
(vii) PAH Belgium retained certain equipment at the Belgium
Plant, and has transferred or will transfer such equipment,
together with other assets and rights related to the production
of virginiamycin, to Phibro Saude Animal Internacional Ltda.
(PAH Brazil) which owns a facility in Guarulhos,
Brazil or in connection with alternative production arrangements.
The Dutch Notes (as defined below) and related guarantees were
collateralized by a mortgage on the Belgium Plant which was
released in connection with the sale of the Belgium Plant to GSK.
As a result of the Belgium Plant Transactions, the Company
depreciated the Belgium Plant to its estimated salvage value,
recorded expense of early-retirement and severance programs for
those employees not transferred to GSK, other
transaction-related expenses, a curtailment gain on the Belgium
pension plan and a gain on the sales of the Belgium Plant and
excess land. Other transaction-related expenses were primarily
related to employee retention agreements, plant dismantling and
decommissioning, plant shutdown, and site demolition costs
payable to GSK.
The following table includes the amounts of these charges and
gains.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belgium Plant Transactions Costs | |
|
|
| |
|
|
Twelve | |
|
|
|
Nine | |
|
|
|
|
Months | |
|
Three Months Ended | |
|
Months | |
|
|
|
|
Ended | |
|
| |
|
Ended | |
|
|
|
|
June 30, | |
|
September 30, | |
|
December 31, | |
|
March 31, | |
|
March 31, | |
|
Cumulative | |
|
|
2005 | |
|
2005 | |
|
2005 | |
|
2006 | |
|
2006 | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Incremental depreciation
|
|
$ |
7,467 |
|
|
$ |
2,747 |
|
|
$ |
1,786 |
|
|
$ |
|
|
|
$ |
4,533 |
|
|
$ |
12,000 |
|
Employee termination expenses
|
|
|
12,808 |
|
|
|
287 |
|
|
|
699 |
|
|
|
|
|
|
|
986 |
|
|
|
13,794 |
|
Other transaction-related expenses
|
|
|
1,916 |
|
|
|
979 |
|
|
|
3,759 |
|
|
|
975 |
|
|
|
5,713 |
|
|
|
7,629 |
|
Net (gain) on the curtailment and settlement of the pension
plan
|
|
|
|
|
|
|
|
|
|
|
(432 |
) |
|
|
|
|
|
|
(432 |
) |
|
|
(432 |
) |
(Gain) on the sale of the Belgium Plant and excess land
|
|
|
|
|
|
|
(510 |
) |
|
|
(79 |
) |
|
|
|
|
|
|
(589 |
) |
|
|
(589 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,191 |
|
|
$ |
3,503 |
|
|
$ |
5,733 |
|
|
$ |
975 |
|
|
$ |
10,211 |
|
|
$ |
32,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All costs and gains of the Belgium Plant Transactions are
included in cost of goods sold on the condensed consolidated
statements of operations and comprehensive income (loss) in the
periods as described in the table above.
As of March 31, 2006, accrued expenses and other long term
liabilities on the condensed consolidated balance sheet included
$6,919 payable to GSK and $10,333 payable for employee
termination and other transaction-related expenses.
The Company expects to record in future periods an estimated
additional $800 of other transaction-related expenses, primarily
for plant dismantling and decommissioning, primarily during the
remainder of 2006.
12
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In anticipation of transferring production of virginiamycin from
the Belgium Plant to an alternative production location, the
Company increased inventory levels of virginiamycin until the
Belgium Plant sale in November 2005 to ensure adequate supplies
during the transfer period. Virginiamycin inventories were
approximately $33,400 at March 31, 2006 and $38,800 at
June 30, 2005.
|
|
4. |
Discontinued Operations |
The Company divested Wychem Ltd. (U.K.) (Wychem)
during 2005. Wychem has been classified as a discontinued
operation. The condensed consolidated financial statements have
been revised to report separately the operating results,
financial position and cash flows of the discontinued operation.
Operating results of Wychem were:
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Nine Months | |
|
|
Ended | |
|
Ended | |
|
|
March 31, 2005 | |
|
March 31, 2005 | |
|
|
| |
|
| |
Net sales
|
|
$ |
1,487 |
|
|
$ |
3,908 |
|
Cost of goods sold
|
|
|
924 |
|
|
|
2,590 |
|
Selling, general and administrative expenses
|
|
|
174 |
|
|
|
511 |
|
Other expense
|
|
|
5 |
|
|
|
6 |
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
384 |
|
|
|
801 |
|
Provision for income taxes
|
|
|
112 |
|
|
|
226 |
|
|
|
|
|
|
|
|
Income from operations
|
|
$ |
272 |
|
|
$ |
575 |
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$ |
105 |
|
|
$ |
309 |
|
|
|
|
|
|
|
|
At March 31, 2006, PAHC had no amounts borrowed under its
domestic senior credit facility, and had $17,500 of borrowings
available under the working capital facility that is provided
under its domestic senior credit facility.
On October 28, 2005, PAHC amended its domestic senior
credit facility in connection with, among other things, yearly
determination of certain financial covenants to: (i) amend
the EBITDA definition to exclude charges and expenses related to
the sale of the Belgium Plant in an aggregate amount not to
exceed $33,200 for purposes of calculating a certain financial
covenant; (ii) establish the Minimum Domestic EBITDA for
the 12 month periods ended July 31, 2005 through
June 30, 2006 at $17,500 for purposes of calculating a
certain financial covenant; (iii) establish the
Consolidated Minimum EBITDA for the 12 month periods ended
July 31, 2005 through June 30, 2006 at $32,000 for
purposes of calculating a certain financial covenant; and
(iv) amend the maximum aggregate amount of borrowing
available under the working capital and letter of credit
facilities from $32,500 to $35,000. The amount of aggregate
borrowings available under the working capital facility remained
unchanged at $17,500.
As of March 31, 2006, PAHC was in compliance with the
financial covenants of its domestic senior credit facility, as
amended. The domestic senior credit facility requires, among
other things, the maintenance of certain levels of trailing
consolidated and domestic EBITDA (earnings before interest,
taxes, depreciation and amortization) calculated on a monthly
basis, and an acceleration clause should an event of default (as
defined in the agreement) occur. In addition, there are certain
restrictions on additional borrowings, additional liens on
PAHCs assets, guarantees, dividend payments, redemption or
purchase of PAHCs stock, sale of subsidiaries stock,
disposition of assets, investments, and mergers and acquisitions.
13
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
PAHCs domestic senior credit facility contains a lock-box
requirement and a material adverse change clause should an event
of default (as defined in the agreement) occur. Accordingly, the
amounts outstanding have been classified as short-term and are
included in loans payable to banks on the condensed consolidated
balance sheet.
|
|
|
|
|
|
|
|
|
|
|
As of | |
|
|
| |
|
|
March 31, 2006 | |
|
June 30, 2005 | |
|
|
| |
|
| |
Senior secured notes due December 1, 2007
|
|
$ |
127,491 |
|
|
$ |
127,491 |
|
Senior subordinated notes due June 1, 2008
|
|
|
48,029 |
|
|
|
48,029 |
|
Foreign bank loans
|
|
|
701 |
|
|
|
2,606 |
|
Capitalized lease obligations and other
|
|
|
453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
176,674 |
|
|
|
178,126 |
|
Less: current maturities
|
|
|
223 |
|
|
|
1,625 |
|
|
|
|
|
|
|
|
|
|
$ |
176,451 |
|
|
$ |
176,501 |
|
|
|
|
|
|
|
|
Koffolk has aggregate credit lines available for borrowing and
letters of credit of $10,500. At March 31, 2006, Koffolk
had $9,082 available under these credit lines.
|
|
6. |
Employee Benefit Plans |
PAHC and its domestic subsidiaries maintain noncontributory
defined benefit pension plans for all eligible domestic nonunion
employees who meet certain requirements of age, length of
service and hours worked per year. The Companys Belgium
subsidiary maintains a defined contribution and defined benefit
plan for eligible employees.
14
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Components of net periodic pension expense were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Nine Months | |
|
|
Ended March 31, | |
|
Ended March 31, | |
|
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
Domestic Pension Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost benefits earned during the period
|
|
$ |
394 |
|
|
$ |
291 |
|
|
$ |
1,201 |
|
|
$ |
915 |
|
Interest cost on benefit obligation
|
|
|
246 |
|
|
|
228 |
|
|
|
765 |
|
|
|
707 |
|
Expected return on plan assets
|
|
|
(233 |
) |
|
|
(218 |
) |
|
|
(727 |
) |
|
|
(676 |
) |
Amortization of initial unrecognized net transition (asset)
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(3 |
) |
Amortization of prior service cost
|
|
|
(34 |
) |
|
|
(35 |
) |
|
|
(108 |
) |
|
|
(107 |
) |
Amortization of net actuarial loss
|
|
|
36 |
|
|
|
|
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension expense domestic
|
|
$ |
409 |
|
|
$ |
265 |
|
|
$ |
1,237 |
|
|
$ |
836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belgium Pension Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost benefits earned during the period
|
|
$ |
73 |
|
|
$ |
131 |
|
|
$ |
288 |
|
|
$ |
367 |
|
Interest cost on benefit obligation
|
|
|
168 |
|
|
|
105 |
|
|
|
386 |
|
|
|
314 |
|
Expected return on plan assets
|
|
|
(128 |
) |
|
|
(84 |
) |
|
|
(290 |
) |
|
|
(263 |
) |
Amortization of prior service cost
|
|
|
4 |
|
|
|
|
|
|
|
5 |
|
|
|
|
|
Amortization of net actuarial loss
|
|
|
|
|
|
|
6 |
|
|
|
18 |
|
|
|
7 |
|
Curtailment benefit
|
|
|
|
|
|
|
|
|
|
|
(508 |
) |
|
|
|
|
Settlement charges
|
|
|
|
|
|
|
|
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension (benefit) expense Belgium
|
|
$ |
117 |
|
|
$ |
158 |
|
|
$ |
(25 |
) |
|
$ |
425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reduction of participants in the Belgium pension plan by
transfer of employees to GSK, an early retirement program and
terminations resulted in a curtailment benefit of $508.
The Company transferred Belgium plan assets of $3,186 and
related liabilities to GSK which resulted in a settlement loss
of $76.
The approximate funded status of the Belgium plan was:
|
|
|
|
|
|
|
|
|
|
|
As of March 31, | |
|
As of June 30, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Benefit obligation
|
|
$ |
6,465 |
|
|
$ |
11,264 |
|
Fair value of plan assets
|
|
|
5,031 |
|
|
|
7,408 |
|
|
|
|
|
|
|
|
Funded status of the plan
|
|
|
(1,434 |
) |
|
|
(3,856 |
) |
Unrecognized net actuarial loss and prior service cost
|
|
|
255 |
|
|
|
2,002 |
|
|
|
|
|
|
|
|
(Accrued) pension liability
|
|
|
(1,179 |
) |
|
|
(1,854 |
) |
|
|
|
|
|
|
|
On or about April 17, 1997, C.P. Chemicals, Inc., a
subsidiary (CP), and PAHC were served with a
complaint filed by Chevron U.S.A. Inc. (Chevron) in
the United States District Court for the District of New Jersey,
alleging that the operations of CP at its Sewaren plant affected
adjoining property owned by Chevron and alleging that PAHC, as
the parent of CP, is also responsible to Chevron. In July 2002,
a phased settlement agreement was reached and a Consent Order
entered by the Court. The Consent Order provided
15
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
for a period of due diligence investigation of the property
owned by Chevron and upon completion of the review of the
results of the investigation, a decision was to be made whether
to opt out of the settlement or proceed. Negotiations with
Chevron regarding its allocation of responsibility and
associated costs under the Consent Order reached an impasse and
it became necessary for PAHC and another defendant, Vulcan
Materials Company (Vulcan), to opt out of the
settlement on April 21, 2005. Since then, settlement
negotiations have continued and the parties are in the process
of memorializing the terms of a revised settlement. The Court
will reopen the case if a revised settlement is not finalized.
As proposed, CP, PAHC and Vulcan, through an acquisition entity
known as NFE, LLC (NFE), would acquire a portion of
the property. NFE will then proceed with the remediation of the
acquired property. Vulcan will pay a share of the remediation
costs. Vulcans share has not yet been determined. Another
defendant will also make a contribution toward the remediation
costs to be incurred by NFE in an amount that has not yet been
determined but which is estimated to be approximately $175.
Chevron will retain title to a portion of the property and will
also retain responsibility for further investigation and
remediation of certain identified environmental conditions on
the property. In addition, Chevron will also be required to
complete any necessary remediation in a certain area of the
property. While the costs and liabilities cannot be estimated
with any degree of certainty at this time, the Company believes
that insurance recoveries will be available to offset most of
those costs.
The Companys subsidiary, Phibro-Tech, Inc.
(Phibro-Tech), was named in 1993 as a potentially
responsible party (PRP) in connection with an action
commenced under the Federal Comprehensive Environmental
Response, Compensation, and Liability Act (CERCLA)
by the United States Environmental Protection Agency (the
EPA), involving a former third-party fertilizer
manufacturing site in Jericho, South Carolina. An agreement has
been reached under which such subsidiary agreed to contribute up
to $900 of the first series of contributions of all remaining
responsible PRPs (of which $691 has been paid as of
March 31, 2006) and up to $1,200 of additional contingent
contributions, the payment of which is considered to be remote,
and otherwise subject to the PRPs right to dispute
additional costs. Some recovery from insurance and other sources
is expected.
The Company and its subsidiaries are party to a number of claims
and lawsuits arising out of the normal course of business
including product liabilities and governmental regulation.
Certain of these actions seek damages in various amounts. In
most cases, such claims are covered by insurance. The Company
believes that none of the claims or pending lawsuits, either
individually or in the aggregate, will have a material adverse
effect on its financial position or results of operations.
|
|
|
Environmental Remediation |
The Companys operations, properties and subsidiaries are
subject to a wide variety of complex and stringent federal,
state, local and foreign environmental laws and regulations,
including those governing the use, storage, handling,
generation, treatment, emission, release, discharge and disposal
of certain materials and wastes, the remediation of contaminated
soil and groundwater, the manufacture, sale and use of
pesticides and the health and safety of employees. As such, the
nature of the Companys current and former operations and
those of its subsidiaries exposes the Company and its
subsidiaries to the risk of claims with respect to such matters.
Under certain circumstances, the Company or any of its
subsidiaries might be required to curtail operations until a
particular problem is remedied. Known costs and expenses under
environmental laws incidental to ongoing operations are
generally included within operating results. Potential costs and
expenses may also be incurred in connection with the repair or
upgrade of facilities to meet existing or new requirements under
environmental laws or to investigate or remediate potential or
actual contamination and from time to time the Company
establishes reserves for such contemplated investigation and
remediation costs. In many instances, the ultimate costs under
environmental laws and the time period during which such costs
are likely to be incurred are difficult to predict.
16
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Companys subsidiaries have, from time to time,
implemented procedures at their facilities designed to respond
to obligations to comply with environmental laws. The Company
believes that its operations are currently in material
compliance with such environmental laws, although at various
sites its subsidiaries are engaged in continuing investigation,
remediation and/or monitoring efforts to address contamination
associated with their historic operations.
Israels Ministry of the Environment has imposed revised
business license terms on Koffolks Ramat Hovav
manufacturing facilities. The Company has taken steps to contest
the revised terms and can not currently estimate the costs or
the timing of the final resolution of the issue.
The nature of the Companys and its subsidiaries
current and former operations exposes the Company and its
subsidiaries to the risk of claims with respect to environmental
matters and the Company cannot assure it will not incur material
costs and liabilities in connection with such claims. Based upon
its experience to date, the Company believes that the future
cost of compliance with existing environmental laws, and
liability for known environmental claims pursuant to such
environmental laws, will not have a material adverse effect on
the Companys financial position.
Based upon information available, the Company estimates the cost
of litigation proceedings described above and the cost of
further investigation and remediation of identified soil and
groundwater problems at operating sites, closed sites and
third-party sites, and closure costs for closed sites to be
approximately $2,494 at March 31, 2006, which is included
in current and long-term liabilities on the condensed
consolidated balance sheet (approximately $2,743 at
June 30, 2005).
The Companys reportable segments are Animal Health and
Nutrition, Industrial Chemicals and Distribution. Reportable
segments have been determined primarily on the basis of the
nature of products and services and certain similar operating
units have been aggregated. The Companys Animal Health and
Nutrition segment manufactures and markets more than 500
formulations and concentrations of medicated feed additives and
nutritional feed additives including antibiotics,
antibacterials, anticoccidials, anthelmintics, trace minerals,
vitamins, vitamin premixes and other animal health and nutrition
products. The Industrial Chemicals segment manufactures and
markets a number of chemicals for use in the pressure-treated
wood, chemical catalyst, semiconductor, automotive and aerospace
industries, and copper-based fungicides. The Distribution
segment markets and distributes a variety of industrial,
specialty and fine organic chemicals and intermediates produced
primarily by third parties. Intersegment sales and transfers
were not significant. The following segment data includes
information only for continuing operations.
17
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Nine Months Ended | |
|
|
March 31, | |
|
March 31, | |
|
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Animal Health & Nutrition
|
|
$ |
79,733 |
|
|
$ |
68,405 |
|
|
$ |
233,471 |
|
|
$ |
203,699 |
|
|
Industrial Chemicals
|
|
|
10,264 |
|
|
|
13,412 |
|
|
|
31,992 |
|
|
|
40,047 |
|
|
Distribution
|
|
|
10,908 |
|
|
|
8,438 |
|
|
|
27,748 |
|
|
|
25,423 |
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
100,905 |
|
|
$ |
90,255 |
|
|
$ |
293,211 |
|
|
$ |
269,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Animal Health & Nutrition
|
|
$ |
9,671 |
|
|
$ |
3,157 |
|
|
$ |
20,045 |
|
|
$ |
8,856 |
|
|
Industrial Chemicals
|
|
|
(35 |
) |
|
|
1,371 |
|
|
|
2,078 |
|
|
|
3,541 |
|
|
Distribution
|
|
|
1,705 |
|
|
|
1,158 |
|
|
|
4,366 |
|
|
|
3,414 |
|
|
Corporate
|
|
|
(4,405 |
) |
|
|
(3,954 |
) |
|
|
(11,993 |
) |
|
|
(11,095 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,936 |
|
|
$ |
1,732 |
|
|
$ |
14,496 |
|
|
$ |
4,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Animal Health & Nutrition
|
|
$ |
1,469 |
|
|
$ |
5,303 |
|
|
$ |
10,148 |
|
|
$ |
10,203 |
|
|
Industrial Chemicals
|
|
|
668 |
|
|
|
374 |
|
|
|
1,466 |
|
|
|
1,190 |
|
|
Distribution
|
|
|
6 |
|
|
|
6 |
|
|
|
18 |
|
|
|
14 |
|
|
Corporate
|
|
|
70 |
|
|
|
63 |
|
|
|
217 |
|
|
|
179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,213 |
|
|
$ |
5,746 |
|
|
$ |
11,849 |
|
|
$ |
11,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of | |
|
As of | |
|
|
March 31, | |
|
June 30, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Identifiable Assets
|
|
|
|
|
|
|
|
|
|
Animal Health & Nutrition
|
|
$ |
195,538 |
|
|
$ |
204,799 |
|
|
Industrial Chemicals
|
|
|
21,522 |
|
|
|
21,473 |
|
|
Distribution
|
|
|
9,680 |
|
|
|
8,092 |
|
|
Corporate
|
|
|
17,066 |
|
|
|
18,693 |
|
|
|
|
|
|
|
|
|
|
$ |
243,806 |
|
|
$ |
253,057 |
|
|
|
|
|
|
|
|
The Animal Health and Nutrition segment includes Belgium Plant
Transactions costs as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Nine Months Ended | |
|
|
March 31, | |
|
March 31, | |
|
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
Depreciation expense
|
|
$ |
|
|
|
$ |
3,095 |
|
|
$ |
4,533 |
|
|
$ |
3,628 |
|
Employee termination and other transaction-related expenses
|
|
|
975 |
|
|
|
1,277 |
|
|
|
5,678 |
|
|
|
10,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
975 |
|
|
$ |
4,372 |
|
|
$ |
10,211 |
|
|
$ |
13,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
9. |
Consolidating Financial Statements |
The units of Senior Secured Notes due 2007, consisting of notes
issued by PAHC (the U.S. Notes) and notes
issued by Philipp Brothers Netherlands III B.V., an
indirect wholly-owned subsidiary of PAHC (the Dutch
Issuer, and such notes issued by it the Dutch
Notes), are guaranteed by certain subsidiaries. PAHC and
its U.S. subsidiaries (U.S. Guarantor
Subsidiaries), excluding PMC Quincy, Inc.
(PMC), Prince Mfg., LLC and Mineral Resource
Technologies, Inc. (MRT) (the Unrestricted
Subsidiaries, as defined in the Indenture), fully and
unconditionally guarantee all of the Senior Secured Notes due
2007 on a joint and several basis. In addition, the Dutch
Issuers subsidiaries, presently consisting of Phibro
Animal Health SA (the Belgium Guarantor), fully and
unconditionally guarantee the Dutch Notes. The Dutch Issuer and
the Belgium Guarantor do not guarantee the U.S. Notes.
Other foreign subsidiaries (Non-Guarantor
Subsidiaries) do not presently guarantee the Senior
Secured Notes due 2007. The U.S. Guarantor Subsidiaries
include all domestic subsidiaries of PAHC other than the
Unrestricted Subsidiaries and include: C.P. Chemicals, Inc.;
Phibro-Tech, Inc.; Prince Agriproducts, Inc.; Phibrochem, Inc.;
Phibro Chemicals, Inc.; Western Magnesium Corp.; Phibro Animal
Health Holdings, Inc.; and Phibro Animal Health U.S., Inc.
The Senior Subordinated Notes due 2008, issued by PAHC, are
guaranteed by certain subsidiaries. PAHCs
U.S. subsidiaries, including the U.S. Guarantor
Subsidiaries and the Unrestricted Subsidiaries, fully and
unconditionally guarantee the Senior Subordinated Notes due 2008
on a joint and several basis. The Dutch Issuer, Belgium
Guarantor and Non-Guarantor Subsidiaries do not presently
guarantee the Senior Subordinated Notes due 2008. The
U.S. Guarantor Subsidiaries and Unrestricted Subsidiaries
include all domestic subsidiaries of PAHC including: C.P.
Chemicals, Inc.; Phibro-Tech, Inc.; Prince Agriproducts, Inc.;
PMC; Prince Mfg., LLC; MRT (until it was divested); Phibrochem,
Inc.; Phibro Chemicals, Inc.; Western Magnesium Corp.; Phibro
Animal Health Holdings, Inc.; and Phibro Animal Health U.S., Inc.
The following consolidating financial data summarizes the
assets, liabilities and results of operations and cash flows of
PAHC, the Unrestricted Subsidiaries, U.S. Guarantor
Subsidiaries, Dutch Issuer, Belgium Guarantor and Non-Guarantor
Subsidiaries. The Unrestricted Subsidiaries, U.S. Guarantor
Subsidiaries, Dutch Issuer, Belgium Guarantor and Non-Guarantor
Subsidiaries are directly or indirectly wholly owned as to
voting stock by PAHC.
Investments in subsidiaries are accounted for by PAHC using the
equity method. Income tax expense (benefit) is allocated among
the consolidating entities based upon taxable income (loss) by
jurisdiction within each group. The principal consolidation
adjustments are to eliminate investments in subsidiaries and
intercompany balances and transactions.
19
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
As of March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Guarantor | |
|
Dutch | |
|
Belgium | |
|
Non-Guarantor | |
|
Consolidation | |
|
PAHC | |
|
|
PAHC | |
|
Subsidiaries | |
|
Issuer | |
|
Guarantor | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
ASSETS |
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
567 |
|
|
$ |
844 |
|
|
$ |
81 |
|
|
$ |
484 |
|
|
$ |
7,776 |
|
|
$ |
|
|
|
$ |
9,752 |
|
|
Accounts receivable, net
|
|
|
4,183 |
|
|
|
27,443 |
|
|
|
|
|
|
|
2,884 |
|
|
|
25,499 |
|
|
|
|
|
|
|
60,009 |
|
|
Inventory
|
|
|
2,984 |
|
|
|
35,298 |
|
|
|
|
|
|
|
22,346 |
|
|
|
33,283 |
|
|
|
|
|
|
|
93,911 |
|
|
Prepaid expenses and other
|
|
|
3,030 |
|
|
|
445 |
|
|
|
7 |
|
|
|
1,003 |
|
|
|
6,347 |
|
|
|
|
|
|
|
10,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
10,764 |
|
|
|
64,030 |
|
|
|
88 |
|
|
|
26,717 |
|
|
|
72,905 |
|
|
|
|
|
|
|
174,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant & equipment, net
|
|
|
1,031 |
|
|
|
11,554 |
|
|
|
|
|
|
|
467 |
|
|
|
35,920 |
|
|
|
|
|
|
|
48,972 |
|
Intangibles, net
|
|
|
|
|
|
|
3,508 |
|
|
|
|
|
|
|
1,182 |
|
|
|
4,406 |
|
|
|
|
|
|
|
9,096 |
|
Other assets
|
|
|
9,617 |
|
|
|
721 |
|
|
|
|
|
|
|
|
|
|
|
896 |
|
|
|
|
|
|
|
11,234 |
|
Investment in subsidiaries
|
|
|
103,088 |
|
|
|
|
|
|
|
(24,724 |
) |
|
|
|
|
|
|
(1,007 |
) |
|
|
(77,357 |
) |
|
|
|
|
Intercompany
|
|
|
10,775 |
|
|
|
103,298 |
|
|
|
30,847 |
|
|
|
(1,764 |
) |
|
|
(20,818 |
) |
|
|
(122,338 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
135,275 |
|
|
$ |
183,111 |
|
|
$ |
6,211 |
|
|
$ |
26,602 |
|
|
$ |
92,302 |
|
|
$ |
(199,695 |
) |
|
$ |
243,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan payable to banks
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Current portion of long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
223 |
|
|
|
|
|
|
|
223 |
|
|
Accounts payable
|
|
|
1,950 |
|
|
|
23,067 |
|
|
|
|
|
|
|
644 |
|
|
|
13,120 |
|
|
|
|
|
|
|
38,781 |
|
|
Accrued expenses and other
|
|
|
19,469 |
|
|
|
8,108 |
|
|
|
1,021 |
|
|
|
11,796 |
|
|
|
13,591 |
|
|
|
|
|
|
|
53,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
21,419 |
|
|
|
31,175 |
|
|
|
1,021 |
|
|
|
12,440 |
|
|
|
26,934 |
|
|
|
|
|
|
|
92,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
151,236 |
|
|
|
|
|
|
|
24,284 |
|
|
|
|
|
|
|
931 |
|
|
|
|
|
|
|
176,451 |
|
Other liabilities
|
|
|
11,485 |
|
|
|
5,461 |
|
|
|
|
|
|
|
4,900 |
|
|
|
1,385 |
|
|
|
|
|
|
|
23,231 |
|
Intercompany debt
|
|
|
|
|
|
|
26,581 |
|
|
|
5,654 |
|
|
|
33,986 |
|
|
|
56,117 |
|
|
|
(122,338 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
184,140 |
|
|
|
63,217 |
|
|
|
30,959 |
|
|
|
51,326 |
|
|
|
85,367 |
|
|
|
(122,338 |
) |
|
|
292,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
521 |
|
|
Common stock
|
|
|
2 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33 |
) |
|
|
2 |
|
|
Paid-in capital
|
|
|
27,260 |
|
|
|
108,383 |
|
|
|
21 |
|
|
|
52 |
|
|
|
(21 |
) |
|
|
(108,435 |
) |
|
|
27,260 |
|
|
Retained earnings (accumulated deficit)
|
|
|
(80,544 |
) |
|
|
11,738 |
|
|
|
(28,696 |
) |
|
|
(28,703 |
) |
|
|
6,727 |
|
|
|
38,934 |
|
|
|
(80,544 |
) |
|
Accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on derivative instruments, net of income taxes
|
|
|
79 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(79 |
) |
|
|
79 |
|
|
|
Cumulative currency
translation adjustment,
net of income taxes
|
|
|
3,817 |
|
|
|
(339 |
) |
|
|
3,927 |
|
|
|
3,927 |
|
|
|
229 |
|
|
|
(7,744 |
) |
|
|
3,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity (deficit)
|
|
|
(48,865 |
) |
|
|
119,894 |
|
|
|
(24,748 |
) |
|
|
(24,724 |
) |
|
|
6,935 |
|
|
|
(77,357 |
) |
|
|
(48,865 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity (deficit)
|
|
$ |
135,275 |
|
|
$ |
183,111 |
|
|
$ |
6,211 |
|
|
$ |
26,602 |
|
|
$ |
92,302 |
|
|
$ |
(199,695 |
) |
|
$ |
243,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For The Three Months Ended March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Guarantor | |
|
Dutch | |
|
Belgium | |
|
Non-Guarantor | |
|
Consolidation | |
|
PAHC | |
|
|
PAHC | |
|
Subsidiaries | |
|
Issuer | |
|
Guarantor | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Net sales
|
|
$ |
8,654 |
|
|
$ |
61,887 |
|
|
$ |
|
|
|
$ |
2,240 |
|
|
$ |
28,124 |
|
|
$ |
|
|
|
$ |
100,905 |
|
Net sales intercompany
|
|
|
265 |
|
|
|
|
|
|
|
|
|
|
|
3,837 |
|
|
|
2,863 |
|
|
|
(6,965 |
) |
|
|
|
|
Cost of goods sold (includes Belgium Plant Transactions costs of
$975)
|
|
|
6,523 |
|
|
|
46,518 |
|
|
|
|
|
|
|
5,788 |
|
|
|
24,578 |
|
|
|
(6,965 |
) |
|
|
76,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
2,396 |
|
|
|
15,369 |
|
|
|
|
|
|
|
289 |
|
|
|
6,409 |
|
|
|
|
|
|
|
24,463 |
|
Selling, general and administrative expenses
|
|
|
5,398 |
|
|
|
7,637 |
|
|
|
7 |
|
|
|
766 |
|
|
|
3,719 |
|
|
|
|
|
|
|
17,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(3,002 |
) |
|
|
7,732 |
|
|
|
(7 |
) |
|
|
(477 |
) |
|
|
2,690 |
|
|
|
|
|
|
|
6,936 |
|
Interest expense
|
|
|
5,593 |
|
|
|
|
|
|
|
789 |
|
|
|
66 |
|
|
|
278 |
|
|
|
|
|
|
|
6,726 |
|
Interest (income)
|
|
|
(10 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
(28 |
) |
|
|
|
|
|
|
(53 |
) |
Other (income) expense, net
|
|
|
|
|
|
|
598 |
|
|
|
|
|
|
|
(227 |
) |
|
|
(340 |
) |
|
|
|
|
|
|
31 |
|
Intercompany interest and other
|
|
|
(6,053 |
) |
|
|
5,133 |
|
|
|
(796 |
) |
|
|
1,096 |
|
|
|
620 |
|
|
|
|
|
|
|
|
|
(Profit) loss relating to subsidiaries
|
|
|
(1,579 |
) |
|
|
|
|
|
|
1,412 |
|
|
|
|
|
|
|
|
|
|
|
167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(953 |
) |
|
|
2,016 |
|
|
|
(1,412 |
) |
|
|
(1,412 |
) |
|
|
2,160 |
|
|
|
(167 |
) |
|
|
232 |
|
Provision for income taxes
|
|
|
406 |
|
|
|
145 |
|
|
|
|
|
|
|
|
|
|
|
1,040 |
|
|
|
|
|
|
|
1,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(1,359 |
) |
|
$ |
1,871 |
|
|
$ |
(1,412 |
) |
|
$ |
(1,412 |
) |
|
$ |
1,120 |
|
|
$ |
(167 |
) |
|
$ |
(1,359 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For The Nine Months Ended March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Guarantor | |
|
Dutch | |
|
Belgium | |
|
Non-Guarantor | |
|
Consolidation | |
|
PAHC | |
|
|
PAHC | |
|
Subsidiaries | |
|
Issuer | |
|
Guarantor | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Net sales
|
|
$ |
23,080 |
|
|
$ |
177,603 |
|
|
$ |
|
|
|
$ |
9,208 |
|
|
$ |
83,320 |
|
|
$ |
|
|
|
$ |
293,211 |
|
Net sales intercompany
|
|
|
380 |
|
|
|
48 |
|
|
|
|
|
|
|
24,068 |
|
|
|
8,527 |
|
|
|
(33,023 |
) |
|
|
|
|
Cost of goods sold (includes Belgium Plant Transactions costs of
$10,211)
|
|
|
16,801 |
|
|
|
134,066 |
|
|
|
|
|
|
|
35,387 |
|
|
|
76,112 |
|
|
|
(33,023 |
) |
|
|
229,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
6,659 |
|
|
|
43,585 |
|
|
|
|
|
|
|
(2,111 |
) |
|
|
15,735 |
|
|
|
|
|
|
|
63,868 |
|
Selling, general and administrative expenses
|
|
|
15,053 |
|
|
|
20,903 |
|
|
|
46 |
|
|
|
1,888 |
|
|
|
11,482 |
|
|
|
|
|
|
|
49,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(8,394 |
) |
|
|
22,682 |
|
|
|
(46 |
) |
|
|
(3,999 |
) |
|
|
4,253 |
|
|
|
|
|
|
|
14,496 |
|
Interest expense
|
|
|
16,754 |
|
|
|
|
|
|
|
2,367 |
|
|
|
115 |
|
|
|
(53 |
) |
|
|
|
|
|
|
19,183 |
|
Interest (income)
|
|
|
(78 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
|
|
|
|
(157 |
) |
|
|
|
|
|
|
(259 |
) |
Other (income) expense, net
|
|
|
1 |
|
|
|
347 |
|
|
|
(2 |
) |
|
|
(171 |
) |
|
|
(2,736 |
) |
|
|
|
|
|
|
(2,561 |
) |
Intercompany interest and other
|
|
|
(18,430 |
) |
|
|
15,388 |
|
|
|
(2,390 |
) |
|
|
3,287 |
|
|
|
2,145 |
|
|
|
|
|
|
|
|
|
(Profit) loss relating to subsidiaries
|
|
|
(1,442 |
) |
|
|
|
|
|
|
7,230 |
|
|
|
|
|
|
|
|
|
|
|
(5,788 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(5,199 |
) |
|
|
6,971 |
|
|
|
(7,251 |
) |
|
|
(7,230 |
) |
|
|
5,054 |
|
|
|
5,788 |
|
|
|
(1,867 |
) |
Provision for income taxes
|
|
|
966 |
|
|
|
421 |
|
|
|
|
|
|
|
|
|
|
|
2,911 |
|
|
|
|
|
|
|
4,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(6,165 |
) |
|
$ |
6,550 |
|
|
$ |
(7,251 |
) |
|
$ |
(7,230 |
) |
|
$ |
2,143 |
|
|
$ |
5,788 |
|
|
$ |
(6,165 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. | |
|
|
|
|
|
Non- | |
|
|
|
|
|
|
|
|
Guarantor | |
|
Dutch | |
|
Belgium | |
|
Guarantor | |
|
Consolidation | |
|
PAHC | |
|
|
PAHC | |
|
Subsidiaries | |
|
Issuer | |
|
Guarantor | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(6,165 |
) |
|
$ |
6,550 |
|
|
$ |
(7,251 |
) |
|
$ |
(7,230 |
) |
|
$ |
2,143 |
|
|
$ |
5,788 |
|
|
$ |
(6,165 |
) |
|
Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (includes accelerated depreciation
from the Belgium Plant Transactions of $4,533)
|
|
|
217 |
|
|
|
2,407 |
|
|
|
|
|
|
|
5,712 |
|
|
|
3,513 |
|
|
|
|
|
|
|
11,849 |
|
|
|
Amortization of deferred financing costs
|
|
|
2,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,486 |
|
|
|
Deferred income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(424 |
) |
|
|
|
|
|
|
(424 |
) |
|
|
Net gain from sales of assets
|
|
|
|
|
|
|
200 |
|
|
|
|
|
|
|
(589 |
) |
|
|
(75 |
) |
|
|
|
|
|
|
(464 |
) |
|
|
Effects of changes in foreign currency
|
|
|
|
|
|
|
68 |
|
|
|
|
|
|
|
162 |
|
|
|
(456 |
) |
|
|
|
|
|
|
(226 |
) |
|
|
Other
|
|
|
13 |
|
|
|
3 |
|
|
|
|
|
|
|
(432 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
(428 |
) |
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(1,000 |
) |
|
|
(3,410 |
) |
|
|
|
|
|
|
1,185 |
|
|
|
(816 |
) |
|
|
|
|
|
|
(4,041 |
) |
|
|
|
Inventory
|
|
|
(315 |
) |
|
|
865 |
|
|
|
|
|
|
|
7,414 |
|
|
|
(3,958 |
) |
|
|
|
|
|
|
4,006 |
|
|
|
|
Prepaid expenses and other
|
|
|
1,280 |
|
|
|
350 |
|
|
|
(7 |
) |
|
|
757 |
|
|
|
465 |
|
|
|
|
|
|
|
2,845 |
|
|
|
|
Other assets
|
|
|
295 |
|
|
|
(174 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121 |
|
|
|
|
Accounts payable
|
|
|
267 |
|
|
|
2,758 |
|
|
|
|
|
|
|
(2,719 |
) |
|
|
1,867 |
|
|
|
|
|
|
|
2,173 |
|
|
|
|
Accrued expenses and other
|
|
|
3,494 |
|
|
|
(1,237 |
) |
|
|
804 |
|
|
|
(3,573 |
) |
|
|
(1,472 |
) |
|
|
|
|
|
|
(1,984 |
) |
|
|
|
Accrued expenses: Belgium Plant Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,608 |
) |
|
|
|
|
|
|
|
|
|
|
(1,608 |
) |
|
|
|
Intercompany
|
|
|
5,681 |
|
|
|
(9,332 |
) |
|
|
6,518 |
|
|
|
(6,768 |
) |
|
|
9,689 |
|
|
|
(5,788 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by operating activities
|
|
|
6,253 |
|
|
|
(952 |
) |
|
|
64 |
|
|
|
(7,689 |
) |
|
|
10,464 |
|
|
|
|
|
|
|
8,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(70 |
) |
|
|
(1,619 |
) |
|
|
|
|
|
|
(112 |
) |
|
|
(9,443 |
) |
|
|
|
|
|
|
(11,244 |
) |
|
Proceeds from Belgium Plant Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,997 |
|
|
|
|
|
|
|
|
|
|
|
7,997 |
|
|
Proceeds from sale of assets
|
|
|
|
|
|
|
1,655 |
|
|
|
|
|
|
|
42 |
|
|
|
237 |
|
|
|
|
|
|
|
1,934 |
|
|
Other investing
|
|
|
(106 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(106 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by investing activities
|
|
|
(176 |
) |
|
|
36 |
|
|
|
|
|
|
|
7,927 |
|
|
|
(9,206 |
) |
|
|
|
|
|
|
(1,419 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) in book overdrafts
|
|
|
|
|
|
|
(27 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27 |
) |
|
Net (decrease) in short-term debt
|
|
|
(8,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38 |
) |
|
|
|
|
|
|
(8,038 |
) |
|
Payments of long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,005 |
) |
|
|
|
|
|
|
(2,005 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities
|
|
|
(8,000 |
) |
|
|
(27 |
) |
|
|
|
|
|
|
|
|
|
|
(2,043 |
) |
|
|
|
|
|
|
(10,070 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
109 |
|
|
|
|
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(1,923 |
) |
|
|
(943 |
) |
|
|
64 |
|
|
|
229 |
|
|
|
(676 |
) |
|
|
|
|
|
|
(3,249 |
) |
Cash and cash equivalents at beginning of period
|
|
|
2,490 |
|
|
|
1,787 |
|
|
|
17 |
|
|
|
255 |
|
|
|
8,452 |
|
|
|
|
|
|
|
13,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
567 |
|
|
$ |
844 |
|
|
$ |
81 |
|
|
$ |
484 |
|
|
$ |
7,776 |
|
|
$ |
|
|
|
$ |
9,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
As of June 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. | |
|
|
|
|
|
Non- | |
|
|
|
|
|
|
|
|
Guarantor | |
|
Dutch | |
|
Belgium | |
|
Guarantor | |
|
Consolidation | |
|
PAHC | |
|
|
PAHC | |
|
Subsidiaries | |
|
Issuer | |
|
Guarantor | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
ASSETS |
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
2,490 |
|
|
$ |
1,787 |
|
|
$ |
17 |
|
|
$ |
255 |
|
|
$ |
8,452 |
|
|
$ |
|
|
|
$ |
13,001 |
|
|
Accounts receivable, net
|
|
|
3,377 |
|
|
|
25,762 |
|
|
|
|
|
|
|
4,784 |
|
|
|
22,494 |
|
|
|
|
|
|
|
56,417 |
|
|
Inventory
|
|
|
2,669 |
|
|
|
36,289 |
|
|
|
|
|
|
|
29,691 |
|
|
|
27,972 |
|
|
|
|
|
|
|
96,621 |
|
|
Prepaid expenses and other
|
|
|
4,118 |
|
|
|
921 |
|
|
|
|
|
|
|
1,203 |
|
|
|
6,545 |
|
|
|
|
|
|
|
12,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
12,654 |
|
|
|
64,759 |
|
|
|
17 |
|
|
|
35,933 |
|
|
|
65,463 |
|
|
|
|
|
|
|
178,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant & equipment, net
|
|
|
1,178 |
|
|
|
13,564 |
|
|
|
|
|
|
|
8,122 |
|
|
|
27,096 |
|
|
|
|
|
|
|
49,960 |
|
Intangibles, net
|
|
|
|
|
|
|
3,827 |
|
|
|
|
|
|
|
1,339 |
|
|
|
5,035 |
|
|
|
|
|
|
|
10,201 |
|
Other assets
|
|
|
12,303 |
|
|
|
796 |
|
|
|
|
|
|
|
|
|
|
|
971 |
|
|
|
|
|
|
|
14,070 |
|
Investment in subsidiaries
|
|
|
101,464 |
|
|
|
|
|
|
|
(17,469 |
) |
|
|
|
|
|
|
|
|
|
|
(83,995 |
) |
|
|
|
|
Intercompany
|
|
|
9,384 |
|
|
|
93,463 |
|
|
|
31,103 |
|
|
|
(1,427 |
) |
|
|
(14,325 |
) |
|
|
(118,198 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
136,983 |
|
|
$ |
176,409 |
|
|
$ |
13,651 |
|
|
$ |
43,967 |
|
|
$ |
84,240 |
|
|
$ |
(202,193 |
) |
|
$ |
253,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan payable to banks
|
|
$ |
8,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
38 |
|
|
$ |
|
|
|
$ |
8,038 |
|
|
Current portion of long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,625 |
|
|
|
|
|
|
|
1,625 |
|
|
Accounts payable
|
|
|
1,683 |
|
|
|
20,327 |
|
|
|
|
|
|
|
3,320 |
|
|
|
11,207 |
|
|
|
|
|
|
|
36,537 |
|
|
Accrued expenses and other
|
|
|
10,910 |
|
|
|
9,222 |
|
|
|
248 |
|
|
|
21,195 |
|
|
|
12,240 |
|
|
|
|
|
|
|
53,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
20,593 |
|
|
|
29,549 |
|
|
|
248 |
|
|
|
24,515 |
|
|
|
25,110 |
|
|
|
|
|
|
|
100,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
151,236 |
|
|
|
|
|
|
|
24,284 |
|
|
|
|
|
|
|
981 |
|
|
|
|
|
|
|
176,501 |
|
Other liabilities
|
|
|
10,078 |
|
|
|
5,364 |
|
|
|
|
|
|
|
1,856 |
|
|
|
4,167 |
|
|
|
|
|
|
|
21,465 |
|
Intercompany debt
|
|
|
|
|
|
|
28,047 |
|
|
|
6,591 |
|
|
|
35,065 |
|
|
|
48,495 |
|
|
|
(118,198 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
181,907 |
|
|
|
62,960 |
|
|
|
31,123 |
|
|
|
61,436 |
|
|
|
78,753 |
|
|
|
(118,198 |
) |
|
|
297,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
521 |
|
|
Common stock
|
|
|
2 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33 |
) |
|
|
2 |
|
|
Paid-in capital
|
|
|
27,260 |
|
|
|
108,383 |
|
|
|
21 |
|
|
|
52 |
|
|
|
1,537 |
|
|
|
(109,993 |
) |
|
|
27,260 |
|
|
Retained earnings (accumulated deficit)
|
|
|
(74,379 |
) |
|
|
5,188 |
|
|
|
(21,445 |
) |
|
|
(21,473 |
) |
|
|
6,074 |
|
|
|
31,656 |
|
|
|
(74,379 |
) |
|
Accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on derivative instruments, net of income taxes
|
|
|
123 |
|
|
|
123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(123 |
) |
|
|
123 |
|
|
|
Cumulative currency translation adjustment, net of income taxes
|
|
|
1,549 |
|
|
|
(278 |
) |
|
|
3,952 |
|
|
|
3,952 |
|
|
|
(2,124 |
) |
|
|
(5,502 |
) |
|
|
1,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity (deficit)
|
|
|
(44,924 |
) |
|
|
113,449 |
|
|
|
(17,472 |
) |
|
|
(17,469 |
) |
|
|
5,487 |
|
|
|
(83,995 |
) |
|
|
(44,924 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity (deficit)
|
|
$ |
136,983 |
|
|
$ |
176,409 |
|
|
$ |
13,651 |
|
|
$ |
43,967 |
|
|
$ |
84,240 |
|
|
$ |
(202,193 |
) |
|
$ |
253,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For The Three Months Ended March 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Guarantor | |
|
Dutch | |
|
Belgium | |
|
Non-Guarantor | |
|
Consolidation | |
|
PAHC | |
|
|
PAHC | |
|
Subsidiaries | |
|
Issuer | |
|
Guarantor | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Net sales
|
|
$ |
6,769 |
|
|
$ |
54,591 |
|
|
$ |
|
|
|
$ |
3,328 |
|
|
$ |
25,567 |
|
|
$ |
|
|
|
$ |
90,255 |
|
Net sales intercompany
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
9,787 |
|
|
|
2,115 |
|
|
|
(11,946 |
) |
|
|
|
|
Cost of goods sold (includes Belgium Transactions costs of
$4,372)
|
|
|
4,876 |
|
|
|
40,751 |
|
|
|
|
|
|
|
14,492 |
|
|
|
23,331 |
|
|
|
(11,946 |
) |
|
|
71,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
1,937 |
|
|
|
13,840 |
|
|
|
|
|
|
|
(1,377 |
) |
|
|
4,351 |
|
|
|
|
|
|
|
18,751 |
|
Selling, general and administrative expenses
|
|
|
4,929 |
|
|
|
7,520 |
|
|
|
8 |
|
|
|
736 |
|
|
|
3,826 |
|
|
|
|
|
|
|
17,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(2,992 |
) |
|
|
6,320 |
|
|
|
(8 |
) |
|
|
(2,113 |
) |
|
|
525 |
|
|
|
|
|
|
|
1,732 |
|
Interest expense
|
|
|
5,779 |
|
|
|
|
|
|
|
652 |
|
|
|
15 |
|
|
|
311 |
|
|
|
|
|
|
|
6,757 |
|
Interest (income)
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16 |
) |
|
|
|
|
|
|
(19 |
) |
Other (income) expense, net
|
|
|
|
|
|
|
587 |
|
|
|
|
|
|
|
301 |
|
|
|
(811 |
) |
|
|
|
|
|
|
77 |
|
Intercompany interest and other
|
|
|
(6,847 |
) |
|
|
5,176 |
|
|
|
(797 |
) |
|
|
1,095 |
|
|
|
1,373 |
|
|
|
|
|
|
|
|
|
Loss relating to subsidiaries
|
|
|
3,755 |
|
|
|
|
|
|
|
3,505 |
|
|
|
|
|
|
|
|
|
|
|
(7,260 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
(5,676 |
) |
|
|
557 |
|
|
|
(3,368 |
) |
|
|
(3,524 |
) |
|
|
(332 |
) |
|
|
7,260 |
|
|
|
(5,083 |
) |
Provision (benefit) for income taxes
|
|
|
180 |
|
|
|
171 |
|
|
|
|
|
|
|
(19 |
) |
|
|
441 |
|
|
|
|
|
|
|
773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
(5,856 |
) |
|
|
386 |
|
|
|
(3,368 |
) |
|
|
(3,505 |
) |
|
|
(773 |
) |
|
|
7,260 |
|
|
|
(5,856 |
) |
Income from discontinued operations, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
272 |
|
|
|
|
|
|
|
272 |
|
Profit relating to discontinued operations
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(272 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(5,584 |
) |
|
$ |
386 |
|
|
$ |
(3,368 |
) |
|
$ |
(3,505 |
) |
|
$ |
(501 |
) |
|
$ |
6,988 |
|
|
$ |
(5,584 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For The Nine Months Ended March 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. | |
|
|
|
|
|
Non- | |
|
|
|
|
|
|
|
|
Guarantor | |
|
Dutch | |
|
Belgium | |
|
Guarantor | |
|
Consolidation | |
|
PAHC | |
|
|
PAHC | |
|
Subsidiaries | |
|
Issuer | |
|
Guarantor | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Net sales
|
|
$ |
20,165 |
|
|
$ |
167,837 |
|
|
$ |
|
|
|
$ |
7,556 |
|
|
$ |
73,611 |
|
|
$ |
|
|
|
$ |
269,169 |
|
Net sales intercompany
|
|
|
137 |
|
|
|
131 |
|
|
|
|
|
|
|
20,447 |
|
|
|
5,534 |
|
|
|
(26,249 |
) |
|
|
|
|
Cost of goods sold (includes Belgium Plant Transactions costs of
$13,908)
|
|
|
14,840 |
|
|
|
125,433 |
|
|
|
|
|
|
|
35,276 |
|
|
|
65,382 |
|
|
|
(26,249 |
) |
|
|
214,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
5,462 |
|
|
|
42,535 |
|
|
|
|
|
|
|
(7,273 |
) |
|
|
13,763 |
|
|
|
|
|
|
|
54,487 |
|
Selling, general and administrative expenses
|
|
|
14,197 |
|
|
|
21,555 |
|
|
|
14 |
|
|
|
2,102 |
|
|
|
11,903 |
|
|
|
|
|
|
|
49,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(8,735 |
) |
|
|
20,980 |
|
|
|
(14 |
) |
|
|
(9,375 |
) |
|
|
1,860 |
|
|
|
|
|
|
|
4,716 |
|
Interest expense
|
|
|
15,980 |
|
|
|
|
|
|
|
1,951 |
|
|
|
38 |
|
|
|
687 |
|
|
|
|
|
|
|
18,656 |
|
Interest (income)
|
|
|
(5 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
(68 |
) |
|
|
|
|
|
|
(77 |
) |
Other (income) expense, net
|
|
|
4 |
|
|
|
213 |
|
|
|
|
|
|
|
90 |
|
|
|
(998 |
) |
|
|
|
|
|
|
(691 |
) |
Intercompany interest and other
|
|
|
(20,781 |
) |
|
|
15,562 |
|
|
|
(2,113 |
) |
|
|
2,976 |
|
|
|
4,356 |
|
|
|
|
|
|
|
|
|
Loss relating to subsidiaries
|
|
|
9,244 |
|
|
|
|
|
|
|
11,009 |
|
|
|
|
|
|
|
|
|
|
|
(20,253 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
(13,177 |
) |
|
|
5,209 |
|
|
|
(10,861 |
) |
|
|
(12,479 |
) |
|
|
(2,117 |
) |
|
|
20,253 |
|
|
|
(13,172 |
) |
Provision (benefit) for income taxes
|
|
|
694 |
|
|
|
470 |
|
|
|
|
|
|
|
(1,470 |
) |
|
|
1,005 |
|
|
|
|
|
|
|
699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
(13,871 |
) |
|
|
4,739 |
|
|
|
(10,861 |
) |
|
|
(11,009 |
) |
|
|
(3,122 |
) |
|
|
20,253 |
|
|
|
(13,871 |
) |
Income from discontinued operations, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
575 |
|
|
|
|
|
|
|
575 |
|
Profit relating to discontinued operations
|
|
|
575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(575 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(13,296 |
) |
|
$ |
4,739 |
|
|
$ |
(10,861 |
) |
|
$ |
(11,009 |
) |
|
$ |
(2,547 |
) |
|
$ |
19,678 |
|
|
$ |
(13,296 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended March 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. | |
|
|
|
|
|
Non- | |
|
|
|
|
|
|
|
|
Guarantor | |
|
Dutch | |
|
Belgium | |
|
Guarantor | |
|
Consolidation | |
|
PAHC | |
|
|
PAHC | |
|
Subsidiaries | |
|
Issuer | |
|
Guarantor | |
|
Subsidiaries | |
|
Adjustments | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(13,296 |
) |
|
$ |
4,739 |
|
|
$ |
(10,861 |
) |
|
$ |
(11,009 |
) |
|
$ |
(2,547 |
) |
|
$ |
19,678 |
|
|
$ |
(13,296 |
) |
|
Adjustment for discontinued operations
|
|
|
(575 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(575 |
) |
|
|
575 |
|
|
|
(575 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
(13,871 |
) |
|
|
4,739 |
|
|
|
(10,861 |
) |
|
|
(11,009 |
) |
|
|
(3,122 |
) |
|
|
20,253 |
|
|
|
(13,871 |
) |
|
Adjustments to reconcile income (loss) from continuing
operations to net cash provided (used) by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (includes accelerated depreciation
from the Belgium Plant Transactions of $3,628)
|
|
|
179 |
|
|
|
2,113 |
|
|
|
|
|
|
|
5,880 |
|
|
|
3,414 |
|
|
|
|
|
|
|
11,586 |
|
|
|
Amortization of deferred financing costs
|
|
|
2,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,130 |
|
|
|
Deferred income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(202 |
) |
|
|
|
|
|
|
(202 |
) |
|
|
Net gain from sales of assets
|
|
|
|
|
|
|
(777 |
) |
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
(789 |
) |
|
|
Effects of changes in foreign currency
|
|
|
|
|
|
|
(554 |
) |
|
|
|
|
|
|
(87 |
) |
|
|
(119 |
) |
|
|
|
|
|
|
(760 |
) |
|
|
Other
|
|
|
289 |
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
104 |
|
|
|
|
|
|
|
430 |
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(392 |
) |
|
|
2,066 |
|
|
|
|
|
|
|
(575 |
) |
|
|
3,361 |
|
|
|
|
|
|
|
4,460 |
|
|
|
|
Inventory
|
|
|
(428 |
) |
|
|
2,772 |
|
|
|
|
|
|
|
(9,857 |
) |
|
|
(8,865 |
) |
|
|
|
|
|
|
(16,378 |
) |
|
|
|
Prepaid expenses and other
|
|
|
1,656 |
|
|
|
631 |
|
|
|
|
|
|
|
(1,277 |
) |
|
|
637 |
|
|
|
|
|
|
|
1,647 |
|
|
|
|
Other assets
|
|
|
(2 |
) |
|
|
(241 |
) |
|
|
|
|
|
|
|
|
|
|
(375 |
) |
|
|
|
|
|
|
(618 |
) |
|
|
|
Accounts payable
|
|
|
(1,610 |
) |
|
|
(8,573 |
) |
|
|
|
|
|
|
(152 |
) |
|
|
(1,043 |
) |
|
|
|
|
|
|
(11,378 |
) |
|
|
|
Accrued expenses and other
|
|
|
4,707 |
|
|
|
1,285 |
|
|
|
650 |
|
|
|
237 |
|
|
|
2,241 |
|
|
|
|
|
|
|
9,120 |
|
|
|
|
Accrued expenses: non-completed transaction
|
|
|
(3,970 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,970 |
) |
|
|
|
Accrued expenses: Belgium Plant Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,280 |
|
|
|
|
|
|
|
|
|
|
|
10,280 |
|
|
|
|
Intercompany
|
|
|
2,274 |
|
|
|
(4,843 |
) |
|
|
5,926 |
|
|
|
7,605 |
|
|
|
9,291 |
|
|
|
(20,253 |
) |
|
|
|
|
|
Cash provided by discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
808 |
|
|
|
|
|
|
|
808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by operating activities
|
|
|
(9,038 |
) |
|
|
(1,345 |
) |
|
|
(4,285 |
) |
|
|
1,045 |
|
|
|
6,118 |
|
|
|
|
|
|
|
(7,505 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(909 |
) |
|
|
(1,626 |
) |
|
|
|
|
|
|
(726 |
) |
|
|
(1,837 |
) |
|
|
|
|
|
|
(5,098 |
) |
|
Proceeds from sale of assets
|
|
|
|
|
|
|
1,320 |
|
|
|
|
|
|
|
|
|
|
|
33 |
|
|
|
|
|
|
|
1,353 |
|
|
Other investing
|
|
|
(119 |
) |
|
|
|
|
|
|
|
|
|
|
(154 |
) |
|
|
154 |
|
|
|
|
|
|
|
(119 |
) |
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(93 |
) |
|
|
|
|
|
|
(93 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used) by investing activities
|
|
|
(1,028 |
) |
|
|
(306 |
) |
|
|
|
|
|
|
(880 |
) |
|
|
(1,743 |
) |
|
|
|
|
|
|
(3,957 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in book overdraft
|
|
|
|
|
|
|
1,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,930 |
|
|
Net increase (decrease) in short-term debt
|
|
|
(7,083 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
(7,049 |
) |
|
Proceeds from long-term debt
|
|
|
19,107 |
|
|
|
|
|
|
|
4,284 |
|
|
|
|
|
|
|
901 |
|
|
|
|
|
|
|
24,292 |
|
|
Payments of long-term debt
|
|
|
|
|
|
|
(103 |
) |
|
|
|
|
|
|
|
|
|
|
(3,810 |
) |
|
|
|
|
|
|
(3,913 |
) |
|
Proceeds from capital contribution from PAHC Holdings Corporation
|
|
|
26,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,400 |
|
|
Redemption of Series C preferred stock
|
|
|
(26,400 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,400 |
) |
|
Debt financing costs
|
|
|
(2,027 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,027 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities
|
|
|
9,997 |
|
|
|
1,827 |
|
|
|
4,284 |
|
|
|
|
|
|
|
(2,875 |
) |
|
|
|
|
|
|
13,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
16 |
|
|
|
42 |
|
|
|
|
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(69 |
) |
|
|
184 |
|
|
|
(1 |
) |
|
|
181 |
|
|
|
1,542 |
|
|
|
|
|
|
|
1,837 |
|
Cash and cash equivalents at beginning of period
|
|
|
136 |
|
|
|
801 |
|
|
|
17 |
|
|
|
212 |
|
|
|
4,402 |
|
|
|
|
|
|
|
5,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
67 |
|
|
$ |
985 |
|
|
$ |
16 |
|
|
$ |
393 |
|
|
$ |
5,944 |
|
|
$ |
|
|
|
$ |
7,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
Item 2. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
This information should be read in conjunction with the
condensed consolidated financial statements and related notes
contained in this Report. Phibro Animal Health Corporation (the
Company or PAHC) presents its annual
consolidated financial statements on the basis of its fiscal
year ending June 30.
General
The Company is a leading diversified global manufacturer and
marketer of a broad range of animal health and nutrition
products, specifically medicated feed additives (MFAs) and
nutritional feed additives (NFAs), which are sold throughout the
world predominantly to the poultry, swine and cattle markets.
MFAs are used preventatively and therapeutically in animal feed
to produce healthy livestock. The Company believes it is the
third largest manufacturer and marketer of MFAs in the world,
and that certain of its MFA products have leading positions in
the marketplace. The Company is also a specialty chemicals
manufacturer and marketer, serving primarily the United States
pressure-treated wood and chemical industries. The Company has
several proprietary products, and many of the Companys
products provide critical performance attributes to
customers products, while representing a relatively small
percentage of total end-product cost.
|
|
|
Belgium Plant Transactions |
On November 30, 2005, Phibro Animal Health SA (PAH
Belgium) sold to GlaxoSmithKline Biologicals
(GSK) substantially all of PAH Belgiums
facilities in Rixensart, Belgium (the Belgium
Plant). The sale (the Belgium Plant
Transactions) included the following elements
(U.S. dollar amounts at the March 31, 2006 exchange
rate except where otherwise indicated): (i) the transfer of
substantially all of the land and buildings and certain
equipment of PAH Belgium at the Belgium Plant, as well as the
industrial activities and intellectual property relating to
certain solvent technology of PAH Belgium for a purchase price
of EUR 6.2 million ($7.3 million at the
November 30, 2005 exchange rate), paid at closing;
(ii) the transfer to GSK of a majority of the employees of
the Belgium Plant and the corresponding responsibility for
statutory severance obligations; (iii) GSK agreed to be
responsible for cleaning-up, by demolition or otherwise, certain
buildings not to be used by it, but for PAH Belgium to reimburse
GSK up to a maximum of EUR 0.7 million ($0.8 million)
for such cleaning-up
costs; (iv) in recognition of the benefits to PAHC from the
proposed transaction, PAH Belgium agreed to pay to GSK
EUR 1.5 million ($1.8 million) within six months
from the closing date, EUR 1.5 million
($1.8 million) within eighteen months from the closing
date, EUR 1.5 million ($1.8 million) within
thirty months from the closing date, and EUR 0.5 million
($0.6 million) within
forty-two months from
the closing date; (v) PAH Belgium sold certain excess land
for its own account; (vi) PAH Belgium was responsible for
certain plant closure costs and legally required severance
indemnities in connection with workforce reductions; and
(vii) PAH Belgium retained certain equipment at the Belgium
Plant, and has transferred or will transfer such equipment,
together with other assets and rights related to the production
of virginiamycin, to Phibro Saude Animal Internacional Ltda.
(PAH Brazil) which owns a facility in Guarulhos,
Brazil or in connection with alternative production arrangements.
The Dutch Notes (as defined below) and related guarantees were
collateralized by a mortgage on the Belgium Plant which was
released in connection with the sale of the Belgium Plant to GSK.
As a result of the Belgium Plant Transactions, the Company
depreciated the Belgium Plant to its estimated salvage value,
recorded expense of early-retirement and severance programs for
those employees not transferred to GSK, other
transaction-related expenses, a curtailment gain on the Belgium
pension plan and a gain on the sales of the Belgium Plant and
excess land. Other transaction-related expenses were primarily
related to employee retention agreements, plant dismantling and
decommissioning, plant shutdown, and site demolition costs
payable to GSK.
28
The following table includes the amounts (in thousands) of these
charges and gains.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belgium Plant Transactions Costs | |
|
|
| |
|
|
Twelve | |
|
|
|
Nine | |
|
|
|
|
Months | |
|
Three Months Ended | |
|
Months | |
|
|
|
|
Ended | |
|
| |
|
Ended | |
|
|
|
|
June 30, | |
|
September 30, | |
|
December 31, | |
|
March 31, | |
|
March 31, | |
|
Cumulative | |
|
|
2005 | |
|
2005 | |
|
2005 | |
|
2006 | |
|
2006 | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Incremental depreciation
|
|
$ |
7,467 |
|
|
$ |
2,747 |
|
|
$ |
1,786 |
|
|
$ |
|
|
|
$ |
4,533 |
|
|
$ |
12,000 |
|
Employee termination expenses
|
|
|
12,808 |
|
|
|
287 |
|
|
|
699 |
|
|
|
|
|
|
|
986 |
|
|
|
13,794 |
|
Other transaction-related expenses
|
|
|
1,916 |
|
|
|
979 |
|
|
|
3,759 |
|
|
|
975 |
|
|
|
5,713 |
|
|
|
7,629 |
|
Net (gain) on the curtailment and settlement of the pension
plan
|
|
|
|
|
|
|
|
|
|
|
(432 |
) |
|
|
|
|
|
|
(432 |
) |
|
|
(432 |
) |
(Gain) on the sale of the Belgium Plant and excess land
|
|
|
|
|
|
|
(510 |
) |
|
|
(79 |
) |
|
|
|
|
|
|
(589 |
) |
|
|
(589 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,191 |
|
|
$ |
3,503 |
|
|
$ |
5,733 |
|
|
$ |
975 |
|
|
$ |
10,211 |
|
|
$ |
32,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All costs and gains of the Belgium Plant Transactions are
included in cost of goods sold on the Companys condensed
consolidated statements of operations and comprehensive income
(loss) in the periods as described in the table above.
As of March 31, 2006, accrued expenses and other long term
liabilities on the Companys condensed consolidated balance
sheet included $6.9 million payable to GSK and
$10.3 million payable for employee termination and other
transaction-related expenses.
The Company expects to record in future periods an estimated
additional $0.8 million of other transaction-related
expenses, primarily for plant dismantling and decommissioning,
primarily during the remainder of 2006.
In anticipation of transferring production of virginiamycin from
the Belgium Plant to an alternative production location, the
Company increased inventory levels of virginiamycin until the
Belgium Plant sale in November 2005 to ensure adequate supplies
during the transfer period. Virginiamycin inventories were
approximately $33.4 million at March 31, 2006 and
$38.8 million at June 30, 2005.
Risks and Uncertainties
The Companys ability to fund its operating plan depends
upon the continued availability of borrowing under its domestic
senior credit facility. The Company believes that it will be
able to comply with the terms of its covenants under the
domestic senior credit facility based on its forecasted
operating plan. In the event of adverse operating results and/or
violation of covenants under this facility, there can be no
assurance that the Company would be able to obtain waivers or
amendments on favorable terms, if at all. The Companys
2006 operating plan projects adequate liquidity throughout the
year, with periods of reduced availability around the dates of
the semi-annual interest payments due December 1 and
June 1 related to PAHCs 13% Senior Secured Notes
due 2007 and PAHCs
97/8
% Senior Subordinated Notes due 2008. The Company is
pursuing additional cost reduction activities, working capital
improvement plans, and sales of non-strategic assets to provide
additional liquidity. The Company also has availability under
foreign credit lines that would be available as needed. There
can be no assurance the Company will be successful in any of the
above-noted actions.
The use of antibiotics in medicated feed additives is a subject
of legislative and regulatory interest. The issue of potential
for increased bacterial resistance to certain antibiotics used
in certain food-producing animals is the subject of discussions
on a worldwide basis and, in certain instances, has led to
government
29
restrictions on the use of antibiotics in food-producing
animals. The sale of feed additives containing antibiotics is a
material portion of the Companys business. Should
regulatory or other developments result in further restrictions
on the sale of such products, it could have a material adverse
impact on the Companys financial position, results of
operations and cash flows.
The testing, manufacturing, and marketing of certain of the
Companys products are subject to extensive regulation by
numerous government authorities in the United States and other
countries.
The Company has significant assets located outside of the United
States, and a significant portion of the Companys sales
and earnings are attributable to operations conducted abroad.
The Company has assets located in Israel and a portion of its
sales and earnings are attributable to operations conducted in
Israel. The Company is affected by social, political and
economic conditions affecting Israel, and any major hostilities
involving Israel as well as the Middle East or curtailment of
trade between Israel and its current trading partners, either as
a result of hostilities or otherwise, could have a material
adverse effect on the Company.
The Companys operations, properties and subsidiaries are
subject to a wide variety of complex and stringent federal,
state, local and foreign environmental laws and regulations,
including those governing the use, storage, handling,
generation, treatment, emission, release, discharge and disposal
of certain materials and wastes, the remediation of contaminated
soil and groundwater, the manufacture, sale and use of
pesticides and the health and safety of employees. As such, the
nature of the Companys current and former operations and
those of its subsidiaries exposes the Company and its
subsidiaries to the risk of claims with respect to such matters.
Summary Consolidated Results of Continuing Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Nine Months Ended | |
|
|
March 31, | |
|
March 31, | |
|
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Net sales
|
|
$ |
100,905 |
|
|
$ |
90,255 |
|
|
$ |
293,211 |
|
|
$ |
269,169 |
|
Belgium plant transaction costs
|
|
|
975 |
|
|
|
4,372 |
|
|
|
10,211 |
|
|
|
13,908 |
|
Gross profit
|
|
|
24,463 |
|
|
|
18,751 |
|
|
|
63,868 |
|
|
|
54,487 |
|
Selling, general and administrative
|
|
|
17,527 |
|
|
|
17,019 |
|
|
|
49,372 |
|
|
|
49,771 |
|
Operating income
|
|
|
6,936 |
|
|
|
1,732 |
|
|
|
14,496 |
|
|
|
4,716 |
|
Interest expense, net
|
|
|
6,673 |
|
|
|
6,738 |
|
|
|
18,924 |
|
|
|
18,579 |
|
Other (income) expense, net
|
|
|
31 |
|
|
|
77 |
|
|
|
(2,561 |
) |
|
|
(691 |
) |
Provision for income taxes
|
|
|
1,591 |
|
|
|
773 |
|
|
|
4,298 |
|
|
|
699 |
|
Loss from continuing operations
|
|
$ |
(1,359 |
) |
|
$ |
(5,856 |
) |
|
$ |
(6,165 |
) |
|
$ |
(13,871 |
) |
Comparison of Three Months Ended March 31, 2006 and
2005
Net Sales of $100.9 million increased
$10.7 million, or 12%. Animal Health and Nutrition sales of
$79.7 million grew $11.3 million, or 17%, due to
volume increases and also higher average selling prices for NFAs
related to cost increases. Specialty Chemical Group (comprised
of the Industrial Chemicals and Distribution segments) sales of
$21.2 million decreased $0.6 million due to lower unit
volumes offset in part by higher average selling prices.
Gross Profit of $24.5 million increased
$5.7 million, to 24.2% of net sales. The Belgium Plant
Transactions costs for the three months ended March 31,
2006 and 2005 were $1.0 million and $4.4 million,
respectively. Excluding these charges, Animal Health and
Nutrition gross profit improved due to increased unit volume,
favorable product mix and higher average selling prices offset
in part by higher unit costs. The Specialty Chemical
Groups gross profit decreased from last year due to lower
sales of wood treatment
30
products and lower production levels in the Industrial Chemicals
segment offset in part by increased sales of higher margin
products in the Distribution segment.
Selling, General and Administrative Expenses of
$17.5 million increased $0.5 million. Expenses
increased over the prior year due to higher salary costs offset
in part by reduced registration trials and reduced advertising
and promotional expenditures.
Operating Income of $6.9 million increased
$5.2 million from last year. Belgium Plant Transaction
costs were $1.0 million and $4.4 million,
respectively, generating $3.4 million of the income
increase. Operating income, excluding the Belgium Plant
Transactions, increased by $3.1 million in Animal Health
and Nutrition primarily due to improved margins from higher unit
volumes. Specialty Chemical Group operating income decreased
$0.9 million due to lower sales of wood treatment products
and lower production levels in the Industrial Chemicals segment
offset in part by higher margins in the Distribution segment.
Corporate expenses increased by $0.4 million which
partially offset the operating improvements.
Interest Expense, Net of $6.7 million was slightly
below the prior year due to a lower net effective interest rate
as overall debt levels approximated the prior year.
Other (Income) Expense, Net principally reflects foreign
currency transaction net (gains) losses related to
short-term inter-company balances and foreign currency
translation (gains) losses.
Income Taxes of $1.6 million were recorded on a
consolidated pre-tax income of $0.2 million. The tax rate
reflects income tax provisions in profitable foreign
jurisdictions and for state income taxes. A provision for
U.S. federal income taxes has not been recorded due to the
utilization of net operating loss carryforwards. The Company has
recorded valuation allowances related to substantially all
deferred tax assets. The Company will continue to evaluate the
likelihood of recoverability of these deferred tax assets based
upon actual and expected operating performance.
Comparison of Nine Months Ended March 31, 2006 and
2005
Net Sales of $293.2 million increased
$24.0 million, or 9%. Animal Health and Nutrition sales of
$233.5 million grew $29.8 million, or 15%, due to
volume increases and also higher average selling prices for NFAs
related to cost increases. Specialty Chemical Group (comprised
of the Industrial Chemicals and Distribution segments) sales of
$59.7 million decreased $5.7 million due to lower unit
volumes offset in part by higher average selling prices.
Gross Profit of $63.9 million increased
$9.4 million, to 21.8% of net sales. The Belgium Plant
Transactions costs for the nine months ended March 31, 2006
and 2005 were $10.2 million and $13.9 million,
respectively. Excluding these charges, Animal Health and
Nutrition gross profit improved due to increased unit volume,
favorable product mix and higher average selling prices offset
in part by higher unit costs. The Specialty Chemical
Groups gross profit decreased over last year due to lower
sales of wood treatment products in the Industrial Chemicals
segment offset in part by increased sales of higher margin
products in the Distribution segment.
Selling, General and Administrative Expenses of
$49.4 million decreased $0.4 million. Expenses
decreased from the prior year due to reduced advertising and
promotional expenditures and registration trials offset in part
by higher salary costs.
Operating Income of $14.5 million increased
$9.8 million from last year. Belgium Plant Transaction
costs were $10.2 million and $13.9 million,
respectively , generating $3.7 million of the income
increase. Operating income, excluding the Belgium Plant
Transactions, increased by $7.5 million in Animal Health
and Nutrition primarily due to improved margins from higher unit
volumes and lower selling, general and administrative expenses.
Specialty Chemical Group operating income decreased
$0.5 million due to lower sales of wood treatment products
in the Industrial Chemicals segment offset in part by sales of
higher margin products in the Distribution segment. Corporate
expenses increased by $0.9 million which partially offset
the operating improvements.
31
Interest Expense, Net of $18.9 million increased
$0.3 million from last year, primarily due to lower
short-term borrowing levels offset in part by higher borrowing
levels associated with the issuance of additional Senior Secured
Notes and increased amortization of deferred financing costs.
Interest expense was also reduced by the reversal of
$0.6 million of accrued interest related to an excise tax
assessment resolved in the Companys favor in the period.
Other (Income) Expense, Net principally reflects foreign
currency transaction net (gains) losses related to
short-term inter-company balances and foreign currency
translation (gains) losses. During 2005, the Company
received a favorable ruling on an excise tax assessment and
reversed $2.0 million previously accrued.
Income Taxes of $4.3 million were recorded on a
consolidated pre-tax loss of $1.9 million. The tax rate
reflects income tax provisions in profitable foreign
jurisdictions and for state income taxes. A provision for
U.S. federal income taxes has not been recorded due to the
utilization of net operating loss carryforwards. The Company has
recorded valuation allowances related to substantially all
deferred tax assets. The Company will continue to evaluate the
likelihood of recoverability of these deferred tax assets based
upon actual and expected operating performance.
Operating Segments
The Animal Health and Nutrition segment manufactures and markets
MFAs and NFAs to the poultry, swine and cattle markets, and
includes the operations of the Phibro Animal Health business
unit, Prince Agriproducts, Koffolk and Planalquimica. The
Industrial Chemicals segment, through its Phibro-Tech
subsidiary, manufacturers and markets specialty chemicals for
use in the pressure treated wood and chemical industries and
also includes contract manufacturing of crop protection
chemicals. The Distribution segment markets a variety of
specialty chemicals, and includes PhibroChem and Ferro
operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Nine Months Ended | |
|
|
March 31, | |
|
March 31, | |
|
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Animal Health & Nutrition
|
|
$ |
79,733 |
|
|
$ |
68,405 |
|
|
$ |
233,471 |
|
|
$ |
203,699 |
|
Industrial Chemicals
|
|
|
10,264 |
|
|
|
13,412 |
|
|
|
31,992 |
|
|
|
40,047 |
|
Distribution
|
|
|
10,908 |
|
|
|
8,438 |
|
|
|
27,748 |
|
|
|
25,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
100,905 |
|
|
$ |
90,255 |
|
|
$ |
293,211 |
|
|
$ |
269,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Animal Health & Nutrition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excluding Belgium Plant Transactions
|
|
$ |
10,646 |
|
|
$ |
7,529 |
|
|
$ |
30,256 |
|
|
$ |
22,764 |
|
|
Belgium Plant Transactions
|
|
|
(975 |
) |
|
|
(4,372 |
) |
|
|
(10,211 |
) |
|
|
(13,908 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,671 |
|
|
|
3,157 |
|
|
|
20,045 |
|
|
|
8,856 |
|
Industrial Chemicals
|
|
|
(35 |
) |
|
|
1,371 |
|
|
|
2,078 |
|
|
|
3,541 |
|
Distribution
|
|
|
1,705 |
|
|
|
1,158 |
|
|
|
4,366 |
|
|
|
3,414 |
|
Corporate expenses and adjustments
|
|
|
(4,405 |
) |
|
|
(3,954 |
) |
|
|
(11,993 |
) |
|
|
(11,095 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
6,936 |
|
|
$ |
1,732 |
|
|
$ |
14,496 |
|
|
$ |
4,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Segments Comparison of Three Months Ended
March 31, 2006 and 2005
|
|
|
Animal Health and Nutrition |
Net Sales of $79.7 million increased
$11.3 million, or 17%. MFA net sales increased by
$5.1 million. Revenues were higher for all product types,
including antibiotics, antibacterials and anticoccidials. The
increase in MFA revenues was primarily due to higher unit
volumes. NFA net sales increased by $6.3 million
32
principally due to overall higher average selling prices (which
offset cost increases) and improved sales of higher margin
products.
Operating Income of $9.7 million increased
$6.5 million from last year. Operating income, excluding
the Belgium Plant Transactions costs, increased
$3.1 million due to higher unit volumes and average selling
prices which were partially offset by higher unit costs.
Selling, general and administrative expenses approximated the
prior period. Higher salary costs were offset by reduced
registration trials and reduced advertising and promotional
expenditures.
Industrial Chemicals net sales of $10.3 million
decreased $3.1 million, or 24%. Sales of copper-related
products to the wood treatment markets were below last year, but
were partially offset by higher sales of other specialty copper
products arising from capacity expansion. Revenues for contract
manufacturing decreased due to lower unit volumes offset in part
by higher average selling prices. Operating income of break-even
decreased by $1.4 million from last year due to lower unit
volumes. The Company has reduced the work force and operating
levels at our Sumter, South Carolina facility to mitigate these
sales volume declines.
Distribution net sales of $10.9 million increased
$2.5 million, or 29%. Higher domestic unit volumes and
higher average selling prices were offset in part by lower sales
volumes in Europe. Distribution operating income of
$1.7 million increased $0.5 million over the prior
year as increased sales of higher margin products offset unit
volume declines.
Operating Segments Comparison of Nine Months Ended
March 31, 2006 and 2005
|
|
|
Animal Health and Nutrition |
Net Sales of $233.5 million increased
$29.8 million, or 15%. MFA net sales increased by
$16.0 million. Revenues were higher for all product types,
including antibiotics, antibacterials and anticoccidials. The
increase in MFA revenues was primarily due to higher unit
volumes. NFA net sales increased by $13.8 million
principally due to overall higher average selling prices (which
offset cost increases) and improved sales of higher margin
products.
Operating Income of $20.0 million increased
$11.2 million from last year. Operating income, excluding
Belgium Plant Transaction costs, increased $7.5 million due
to higher unit volumes and average selling prices which were
partially offset by higher unit costs. Lower selling, general
and administrative expenses due to reduced registration trials
and reduced advertising and promotional expenditures were offset
by higher salary and related costs.
Industrial Chemicals net sales of $32.0 million
decreased $8.1 million, or 20%. Sales of copper-related
products to the wood treatment markets were below last year, but
were partially offset by higher sales of other specialty copper
products arising from capacity expansion. Revenues for contract
manufacturing decreased due to lower unit volumes offset in part
by higher average selling prices. Operating income of
$2.1 million decreased by $1.5 million from last year
due to lower unit volumes. The Company reduced the work-force
and operating levels at our Sumter, South Carolina facility to
mitigate these sales volume declines.
Distribution net sales of $27.7 million increased
$2.3 million, or 9%. Higher domestic unit volumes and
higher average selling prices were offset in part by lower sales
volumes in Europe. Distribution operating income of
$4.4 million improved $1.0 million due to increased
sales of higher margin products.
Discontinued Operations
The Company divested Wychem Ltd. (U.K.) (Wychem)
during 2005. Wychem has been classified as a discontinued
operation. The condensed consolidated financial statements have
been revised to report separately the operating results,
financial position and cash flows of the discontinued operation.
33
Operating results of Wychem were:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Nine Months Ended | |
|
|
March 31, 2005 | |
|
March 31, 2005 | |
|
|
| |
|
| |
|
|
(In thousands) | |
Net sales
|
|
$ |
1,487 |
|
|
$ |
3,908 |
|
Cost of goods sold
|
|
|
924 |
|
|
|
2,590 |
|
Selling, general and administrative expenses
|
|
|
174 |
|
|
|
511 |
|
Other expense
|
|
|
5 |
|
|
|
6 |
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
384 |
|
|
|
801 |
|
Provision for income taxes
|
|
|
112 |
|
|
|
226 |
|
|
|
|
|
|
|
|
Income from operations
|
|
$ |
272 |
|
|
$ |
575 |
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$ |
105 |
|
|
$ |
309 |
|
|
|
|
|
|
|
|
Liquidity and Capital Resources
Net Cash Provided (Used) by Operating Activities. Cash
provided (used) by operations for the nine months ended
March 31, 2006 and 2005 was $8.1 million and
($7.5) million, respectively. Cash provided by operations
increased due to improved operating performance and working
capital improvements, primarily in the reduction of Animal
Health and Nutrition inventories. These improvements were offset
in part by payments related to the Belgium Plant Transactions.
The Company increased its levels of virginiamycin inventory
until the Belgium Plant sale in November 2005 to support the
transition of production to PAH Brazil. Inventory levels are
expected to decline during the remainder of the year.
Net Cash Provided (Used) by Investing Activities. Net
cash provided (used) by investing activities for the nine
months ended March 31, 2006 and 2005 was
($1.4) million and ($4.0) million, respectively.
Capital expenditures of $11.2 million and $5.1 million
for 2006 and 2005, respectively, were for expansion of
production capacity in Brazil in 2006, for maintaining the
Companys existing asset base and for environmental, health
and safety projects. The Belgium Plant Transactions provided
funds of $8.0 million during 2006. Sales of assets provided
funds of $1.9 million and $1.4 million in 2006 and
2005, respectively.
Net Cash Provided (Used) by Financing Activities. Net
cash provided (used) by financing activities for the nine
months ended March 31, 2006 and 2005 was
($10.1) million and $13.2 million, respectively. The
decrease in short-term debt is due to the reduction of the
senior credit facility. Payments of long-term debt reflect the
repayments of Koffolk borrowings. Proceeds from long-term debt
reflect the borrowings of Koffolk and the issuance of additional
senior secured indebtedness in December 2004.
Working Capital and Capital Expenditures. Working capital
as of March 31, 2006 was $81.5 million compared to
$78.8 million at June 30, 2005, an increase of
$2.7 million. The increase in working capital primarily was
due to reduced short-term debt levels resulting from the
proceeds of the Belgium Plant Transactions.
The Company anticipates spending approximately
$15.0 million for capital expenditures in 2006, primarily
for expansion of virginiamycin production capacity at the Brazil
facility and to cover the Companys asset replacement
needs, to improve processes, and for environmental and
regulatory compliance, subject to the availability of funds.
Liquidity. At March 31, 2006, PAHC had no amounts
borrowed under its domestic senior credit facility and PAHC had
$17.5 million of borrowings available under the working
capital facility that is provided under its domestic senior
credit facility. At March 31, 2006 PAHC had
$15.9 million of letters of credit outstanding under its
domestic senior credit facility. In addition, a foreign
subsidiary also had availability totaling $9.1 million
under its loan agreements.
On October 28, 2005, PAHC amended its domestic senior
credit facility in connection with, among other things, yearly
determination of certain financial covenants to: (i) amend
the EBITDA definition to exclude
34
charges and expenses related to the sale of the Belgium Plant in
an aggregate amount not to exceed $33.2 million for
purposes of calculating a certain financial covenant;
(ii) establish the Minimum Domestic EBITDA for the
12 month periods ended July 31, 2005 through
June 30, 2006 at $17.5 million for purposes of
calculating a certain financial covenant; (iii) establish
the Consolidated Minimum EBITDA for the twelve month periods
ended July 31, 2005 through June 30, 2006 at
$32.0 million for purposes of calculating a certain
financial covenant; and (iv) amend the maximum aggregate
amount of borrowing available under the working capital and
letter of credit facilities from $32.5 million to
$35.0 million. The amount of aggregate borrowings available
under the working capital facility remained unchanged at
$17.5 million.
As of March 31, 2006, PAHC was in compliance with the
financial covenants of its domestic senior credit facility, as
amended. The domestic senior credit facility requires, among
other things, the maintenance of certain levels of trailing
consolidated and domestic EBITDA (earnings before interest,
taxes, depreciation and amortization) calculated on a monthly
basis, and an acceleration clause should an event of default (as
defined in the agreement) occur. In addition, there are certain
restrictions on additional borrowings, additional liens on
PAHCs assets, guarantees, dividend payments, redemption or
purchase of PAHCs stock, sale of subsidiaries stock,
disposition of assets, investments, and mergers and acquisitions.
The domestic senior credit facility contains a lock-box
requirement and a material adverse change clause should an event
of default (as defined in the agreement) occur. Accordingly, the
amounts outstanding have been classified as short-term and are
included in loans payable to banks in the condensed consolidated
balance sheet.
The Companys ability to fund its operating plan depends
upon the continued availability of borrowing under its domestic
senior credit facility. The Company believes that it will be
able to comply with the terms of its covenants under the
domestic senior credit facility based on its forecasted
operating plan. In the event of adverse operating results and/or
violation of covenants under this facility, there can be no
assurance that the Company would be able to obtain waivers or
amendments on favorable terms, if at all. The Companys
2006 operating plan projects adequate liquidity throughout the
year, with periods of reduced availability around the dates of
the semi-annual interest payments due December 1 and
June 1 related to PAHCs 13% Senior Secured Notes
due 2007 and PAHCs
97/8
% Senior Subordinated Notes due 2008. The Company is
pursuing additional cost reduction activities, working capital
improvement plans, and sales of non-strategic assets to provide
additional liquidity. The Company also has availability under
foreign credit lines that would be available as needed. There
can be no assurance the Company will be successful in any of the
above-noted actions.
The Companys contractual obligations at March 31,
2006 become due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 Year | |
|
Over 1 to 3 Years | |
|
Over 3 to 5 Years | |
|
Over 5 Years | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Loans payable to banks
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-term debt (including current portion)
|
|
|
223 |
|
|
|
176,451 |
|
|
|
|
|
|
|
|
|
|
|
176,674 |
|
Interest payments
|
|
|
21,954 |
|
|
|
18,247 |
|
|
|
|
|
|
|
|
|
|
|
40,201 |
|
Lease commitments
|
|
|
1,407 |
|
|
|
2,352 |
|
|
|
1,682 |
|
|
|
1,078 |
|
|
|
6,519 |
|
Acquisition of rights
|
|
|
350 |
|
|
|
550 |
|
|
|
|
|
|
|
|
|
|
|
900 |
|
Employee termination payments relating to the Belgium Plant
Transactions
|
|
|
10,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,333 |
|
Payments to GSK relating to the Belgium
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant Transactions
|
|
|
2,670 |
|
|
|
3,642 |
|
|
|
607 |
|
|
|
|
|
|
|
6,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$ |
36,937 |
|
|
$ |
201,242 |
|
|
$ |
2,289 |
|
|
$ |
1,078 |
|
|
$ |
241,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A significant portion of the Companys debt becomes due in
December 2007 and June 2008. The Company anticipates that it
will refinance these obligations prior to maturity.
35
Critical Accounting Policies
Critical accounting policies are those that require application
of managements most difficult, subjective or complex
judgments, often as a result of the need to make estimates about
the effect of matters that are inherently uncertain and may
change in subsequent periods.
Not all of these significant accounting policies require
management to make difficult, subjective or complex judgments or
estimates. However, management of the Company is required to
make certain estimates and assumptions during the preparation of
consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America.
These estimates and assumptions impact the reported amount of
assets and liabilities and disclosures of contingent assets and
liabilities as of the date of the consolidated financial
statements. Estimates and assumptions are reviewed periodically
and the effects of revisions are reflected in the period they
are determined to be necessary. Actual results could differ from
those estimates. The accounting policies and related risk
described in our Annual Report on
Form 10-K for the
year ended June 30, 2005 are those that depend most heavily
on these judgments and estimates. As of March 31, 2006
there have been no material changes to any of the critical
accounting policies contained therein.
New Accounting Pronouncements
The Financial Accounting Standards Board has released new and
revised standards. These standards will be adopted by the
Company during 2006 and 2007 and are discussed in the notes to
condensed consolidated financial statements included in this
Report.
Quantitative and Qualitative Disclosure About Market Risk
In the normal course of operations, the Company is exposed to
market risks arising from adverse changes in interest rates,
foreign currency exchange rates, and commodity prices. As a
result, future earnings, cash flows and fair values of assets
and liabilities are subject to uncertainty. The Company uses,
from time to time, foreign currency forward contracts as a means
of hedging exposure to foreign currency risks. The Company also
utilizes, on a limited basis, certain commodity derivatives,
primarily on copper used in its manufacturing processes, to
hedge the cost of its anticipated purchase requirements. The
Company does not utilize derivative instruments for trading
purposes. The Company does not hedge its exposure to market
risks in a manner that completely eliminates the effects of
changing market conditions on earnings, cash flows and fair
values. The Company monitors the financial stability and credit
standing of its major counterparties.
For financial market risks related to changes in interest rates,
foreign currency exchange rates and commodity prices, reference
is made to Part II, Item 7A, Quantitative and
Qualitative Disclosure about Market Risk, in our annual report
on Form 10-K for
the fiscal year ended June 30, 2005 and to Notes 2 and
19 to our Consolidated Financial Statements included therein.
Certain Factors Affecting Future Operating Results
|
|
|
Forward-Looking Statements |
This Report on
Form 10-Q contains
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. Statements that are not historical facts, including
statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements include
statements preceded by, followed by or that include the words
may, could, would,
should, believe, expect,
anticipate, plan, estimate,
target, project, intend, or
similar expressions. These statements include, among others,
statements regarding our expected business outlook, anticipated
financial and operating results, our business strategy and means
to implement the strategy, our objectives, the amount and timing
of capital expenditures, the likelihood of our success in
expanding our business, financing plans, budgets, working
capital needs and sources of liquidity.
Forward-looking statements are only predictions and are not
guarantees of performance. These statements are based on our
managements beliefs and assumptions, which in turn are
based on currently available
36
information. Important assumptions relating to the
forward-looking statements include, among others, assumptions
regarding demand for our products, the expansion of product
offerings geographically or through new applications, the timing
and cost of planned capital expenditures, competitive conditions
and general economic conditions. These assumptions could prove
inaccurate. Forward-looking statements also involve risks and
uncertainties, which could cause actual results that differ
materially from those contained in any forward-looking
statement. Many of these factors are beyond our ability to
control or predict. Such factors include, but are not limited
to, the following:
|
|
|
|
|
our substantial leverage and potential inability to service our
debt |
|
|
|
our dependence on distributions from our subsidiaries |
|
|
|
risks associated with our international operations and
significant foreign assets |
|
|
|
our dependence on our Israeli operations |
|
|
|
competition in each of our markets |
|
|
|
potential environmental liability |
|
|
|
potential legislation affecting the use of medicated feed
additives |
|
|
|
extensive regulation by numerous government authorities in the
United States and other countries |
|
|
|
our reliance on the continued operation and sufficiency of our
manufacturing facilities, including the transition of
virginiamycin production to our Brazil facility |
|
|
|
our reliance upon unpatented trade secrets |
|
|
|
the risks of legal proceedings and general litigation expenses |
|
|
|
potential operating hazards and uninsured risks |
|
|
|
the risk of work stoppages |
|
|
|
our dependence on key personnel |
See also the discussion under Risks, Uncertainties and
Liquidity in Note 1 of our Condensed Consolidated
Financial Statements included in this Report.
In addition, the issue of the potential for increased bacterial
resistance to certain antibiotics used in certain food producing
animals is the subject of discussions on a worldwide basis and,
in certain instances, has led to government restrictions on the
use of antibiotics in these food producing animals. The sale of
feed additives containing antibiotics is a material portion of
our business. Should regulatory or other developments result in
further restrictions on the sale of such products, it could have
a material adverse impact on our financial position, results of
operations and cash flows.
We believe the forward-looking statements in this Report are
reasonable; however, no undue reliance should be placed on any
forward-looking statements, as they are based on current
expectations. Further, forward-looking statements speak only as
of the date they are made, and we undertake no obligation to
update publicly any of them in light of new information or
future events.
|
|
Item 3. |
Quantitative and Qualitative Disclosures about Market
Risk |
Information regarding quantitative and qualitative disclosures
about market risk is set forth in Part I Item 2 of
this Form 10-Q.
|
|
Item 4. |
Controls and Procedures |
(a) Based upon an evaluation, under the supervision and
with the participation of our Principal Executive Officers and
our Principal Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures,
they have concluded that, as of the end of the period covered by
this
37
Report, our disclosure controls and procedures, as defined in
Rule 15d-15(e) of
the Securities Exchange Act of 1934, as amended, are effective.
(b) As of the end of the period covered by this Report
there have been no changes in our internal controls that have
materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
It should be noted that any system of internal controls, however
well designed and operated, can provide only reasonable, but not
absolute, assurance that the objectives of the system are met.
In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control
systems, there can be no assurance that any design will succeed
in achieving its stated goals under all potential conditions,
regardless of how remote.
PART II OTHER INFORMATION
|
|
Item 1. |
Legal Proceedings |
See Note 7 to the Condensed Consolidated Financial
Statements.
|
|
Item 5. |
Other Information |
On March 8, 2006, Mr. Richard C. Rosenzweig joined the
Company as Senior Vice President, General Counsel. Mr.
Rosenzweig is expected to be elected Secretary by the Board of
Directors in the near future.
|
|
|
|
|
Exhibit No. |
|
Description |
|
|
|
|
10.27.7 |
|
|
Amendment Number Seven dated April 18, 2006 to Loan and
Security Agreement dated October 21, 2003, by and among,
the lenders identified on the signature pages thereto, Wells
Fargo Foothill, Inc., and Registrant, and each of
Registrants Subsidiaries identified on the signature pages
thereto. |
|
31.1 |
|
|
Certification of Gerald K. Carlson, Chief Executive Officer,
required by Rule 15d-14(a) of the Act. |
|
31.2 |
|
|
Certification of Jack C. Bendheim, Chairman of the Board,
required by Rule 15d-14(a) of the Act. |
|
31.3 |
|
|
Certification of Richard G. Johnson, Chief Financial Officer,
required by Rule 15d-14(a) of the Act. |
|
32 |
|
|
Section 1350 Certifications of Phibro Animal Health
Corporation. |
38
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.
|
|
|
PHIBRO ANIMAL HEALTH CORPORATION |
|
|
|
|
|
Jack C. Bendheim |
|
Chairman of the Board |
Date: May 15, 2006
|
|
|
|
By: |
/s/ GERALD K. CARLSON |
|
|
|
|
|
Gerald K. Carlson |
|
Chief Executive Officer |
Date: May 15, 2006
|
|
|
|
By: |
/s/ RICHARD G. JOHNSON |
|
|
|
|
|
Richard G. Johnson |
|
Chief Financial Officer |
|
(Principal Financial Officer and |
|
Principal Accounting Officer) |
Date: May 15, 2006
39
Exhibit Index
|
|
|
|
|
Exhibit No. |
|
Description |
|
|
|
|
10.27.7 |
|
|
Amendment Number Seven dated April 18, 2006 to Loan and
Security Agreement dated October 21, 2003, by and among,
the lenders identified on the signature pages thereto, Wells
Fargo Foothill, Inc., and Registrant, and each of
Registrants Subsidiaries identified on the signature pages
thereto. |
|
31.1 |
|
|
Certification of Gerald K. Carlson, Chief Executive Officer,
required by Rule 15d-14(a) of the Act. |
|
31.2 |
|
|
Certification of Jack C. Bendheim, Chairman of the Board,
required by Rule 15d-14(a) of the Act. |
|
31.3 |
|
|
Certification of Richard G. Johnson, Chief Financial Officer,
required by Rule 15d-14(a) of the Act. |
|
32 |
|
|
Section 1350 Certifications of Phibro Animal Health
Corporation. |
40