EX-99.2 4 pahc-20241031xex99d2.htm EX-99.2

Exhibit 99.2

Medicated Feed Additives Product Portfolio of Zoetis Inc.

Special Purpose Statements of Assets Acquired and Liabilities Assumed as of June 30, 2024 (Unaudited) and December 31, 2023

and Interim Special Purpose Statements of Revenue and Direct Expenses for the Six Months Ended June 30, 2024 (Unaudited) and June 30, 2023 (Unaudited)

_________________________________________________________________________________

1


Exhibit 99.2

Medicated Feed Additives Product Portfolio of Zoetis Inc.

Interim Special Purpose Statements of Revenue and Direct Expenses

(Unaudited)

(Dollars in thousands)

Six Months Ended June 30,

2024

2023

Revenue

$

177,786

$

200,087

Direct expenses:

Cost of sales

118,758

117,947

Selling, general and administrative expenses

11,155

12,745

Research and development expenses

637

2,718

Amortization of intangible assets

333

1,051

Other (income)/deductions, net

464

6

Total direct expenses

131,347

134,467

Revenue less direct expenses

$

46,439

$

65,620

See accompanying Notes to Interim Special Purpose Financial Statements

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Exhibit 99.2

Medicated Feed Additives Product Portfolio of Zoetis Inc.

Special Purpose Statements of Assets Acquired and Liabilities Assumed

(Dollars in thousands)

June 30,

2024

(Unaudited)

December 31,

2023

Assets acquired

Cash and cash equivalents

$

639

$

1,364

Accounts receivable, net

551

411

Inventories

174,326

185,681

Other current assets

237

116

Total current assets

175,753

187,572

Property, plant and equipment, less accumulated depreciation

104,849

108,202

Identifiable intangible assets, less accumulated amortization

25,646

25,979

Other noncurrent assets

12,782

12,263

Total assets acquired

$

319,030

$

334,016

Liabilities assumed

Accounts payable

$

7,017

$

4,938

Accrued expenses

9,391

9,270

Accrued compensation and related items

598

766

Other current liabilities

1,066

1,326

Total current liabilities

18,072

16,300

Other noncurrent liabilities

8,200

8,246

Total liabilities assumed

$

26,272

$

24,546

See accompanying Notes to Interim Special Purpose Financial Statements

3


Exhibit 99.2

Medicated Feed Additives Product Portfolio of Zoetis Inc.

Notes to Interim Special Purpose Financial Statements

(Unaudited)

(Amounts in thousands, unless otherwise indicated)

1. Business Description

Zoetis Inc. and its subsidiaries (collectively referred to as the “Company”, “Zoetis”, or “Parent”) is a global leader in the animal health industry, focused on the discovery, development, manufacture and commercialization of medicines, vaccines, diagnostic products and services, biodevices, genetic tests and precision animal health. Zoetis’ business is diversified, marketing products across eight core species: dogs, cats, horses, cattle, swine, poultry, fish, and sheep; and within seven major product categories: parasiticides, vaccines, dermatology, other pharmaceutical, anti-infectives, animal health diagnostics and medicated feed additives.  

The medicated feed additives product portfolio of Zoetis Inc. is comprised of the medicated feed additives major product category and certain water-soluble products (collectively, the “Business”). The Business sells products added to animal feed that provide medicines to livestock. These products are typically bags of ‘pellets’ imbued with medication to prevent, control or treat bacterial infections, coccidiosis and worms, and to prevent mortality in livestock across species. The sale and distribution of the Business’ products span across various domestic and international markets.  

On April 28, 2024, the Company announced that it has entered into a definitive agreement (the “Purchase Agreement”) where Phibro Animal Health Corporation (the “Buyer”) will acquire the Business for $350 million, subject to customary closing adjustments. The transaction includes the Company’s existing assets and rights related to the Business’ six manufacturing plants (Chicago Heights, Illinois; Eagle Grove, Iowa; Salisbury, Maryland; Willow Island, West Virginia; Medolla, Italy; and Suzhou, China), certain commercial warehouses, supply and distribution contracts, customer relationships, and more than 300 employees who support the Business’ manufacturing, distribution, and commercial activities. The transaction is subject to regulatory approvals and other customary closing conditions. At or near closing, Zoetis and the Buyer will enter into various agreements including contract manufacturing arrangements whereby Zoetis will manufacture certain finished goods for the Buyer and certain distribution agreements for markets whereby Zoetis will distribute finished goods for Phibro for a fixed period of time.

2. Basis of Presentation

The accompanying Interim Special Purpose Financial Statements (referred to as the “Financial Statements”) are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and have been prepared for inclusion in the 8-K filing of the Buyer as required by Rule 3-05(e), “Financial statements of businesses acquired or to be acquired”, of the United States Securities and Exchange Commission’s (“SEC”) Regulation S-X. It is impracticable to prepare complete financial statements related to the Business as it was not a separate legal entity of the Company and was never operated as a stand-alone business, division or subsidiary. The Company has never prepared full stand-alone or full carve-out financial statements for the Business and has never maintained distinct and separate accounts necessary to prepare such financial statements. The Financial

Statements are based upon the Purchase Agreement and relief under SEC Rule 3-05(e) as the acquisition by the Buyer meets the qualifying conditions established by the SEC to provide abbreviated financial statements in lieu of full financial statements of the acquired business.

The Financial Statements have been derived from the accounting records of the Company using historical results of operations and financial position information. The Financial Statements have been prepared to reflect the assets acquired and liabilities assumed by the Buyer in accordance with the Purchase Agreement and include costs directly associated with producing revenue, including a reasonable allocation of certain direct expenses, and exclude expenses not directly involved in revenue producing activities, such as corporate overhead unrelated to the operational activities, interest, and income tax expense. Therefore, the

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Exhibit 99.2

Financial Statements are not intended to be a complete presentation of the financial position or results of operations of the Business in conformity with GAAP. The Financial Statements are not indicative of the financial condition or results of operations of the Business on a go-forward and stand-alone basis. As the Business has historically been managed as part of the operations of the Company and has not been operated as a stand-alone entity, information about the Business’ operating, investing, and financing cash flows is not available. As such, statements of cash flows are not presented in the Financial Statements.

The Financial Statements include revenue generated by the Business less expenses directly attributable to the Business and certain allocations of direct expenses incurred by the Company. Direct expenses attributed to the Business include employee costs, share-based compensation expense, warehousing, freight, shipping and handling, research and development, facility related, and other manufacturing costs. Direct expenses allocated to the Business include certain freight and shipping and handling costs, research and development costs, and selling and marketing expenses. The allocated expenses that directly supported the revenue generation of the Business were allocated based on a percentage of revenue, headcount, or other methodologies deemed to be reasonable by management. Management believes such allocations reflect the costs to support the revenue generation of the Business. Allocations of the Company’s corporate overhead expenses, such as information technology, facilities, legal, finance, human resources, and business development, not directly related to the operations of the Business have been excluded from the Financial Statements.

The Special Purpose Statements of Assets Acquired and Liabilities Assumed include only the assets acquired by the Buyer pursuant to the Purchase Agreement or otherwise agreed upon between Zoetis and the Buyer. Certain assets and liabilities related to the Business will not be sold per the terms of the Purchase Agreement and are therefore not included in the Special Purpose Statements of Assets Acquired and Liabilities Assumed. The Financial Statements also exclude goodwill, as there was no goodwill specifically identifiable to the Business.

As permitted under SEC requirements, certain footnotes or other financial information normally required under GAAP have been condensed or omitted for these interim financial statements. The financial information of the Business from subsidiaries of the Company operating outside the United States is included as of and for the six months ended May 31, 2024 and 2023. All significant intercompany balances and transactions between the legal entities that comprise the Business have been eliminated.

Revenue, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these Financial Statements may not be representative of those for the full year.

The Financial Statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Business’ financial position and operating results.  

The operations of the Business are included in the consolidated federal income tax return of the Parent, to the extent appropriate, and are included in the foreign, state and local returns of certain other subsidiaries of the Parent. A provision for income taxes has not been presented in the Financial Statements as permissible under Rule 3-05(e).

3. Summary of Significant Accounting Policies

Estimates and Assumptions

In preparing the Financial Statements, management uses certain estimates and assumptions that affect reported amounts and disclosures. These estimates and underlying assumptions can impact all elements of the Financial Statements. For example, in the Interim Special Purpose Statements of Revenue and Direct Expenses, estimates are used when accounting for deductions from revenue (such as sales allowances, product returns and discounts), determining cost of sales, allocating cost in the form of depreciation and amortization and estimating the impact of contingencies. On the Special Purpose Statements of Assets Acquired and Liabilities Assumed, estimates are used in determining the valuation and recoverability of assets, such as accounts receivables, net, inventories, fixed assets, and identifiable intangible assets, and estimates are used in determining the reported amounts of

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Exhibit 99.2

liabilities, such as the impact of contingencies, and deductions from revenue, all of which also impact the Interim Special Purpose Statements of Revenue and Direct Expenses.  

Management estimates are often based on complex judgments, probabilities and assumptions that are deemed to be reasonable but that can be inherently uncertain and unpredictable. If estimates and assumptions are not representative of actual outcomes, results could be materially impacted.  

As future events and their effects cannot be determined with precision, management’s estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause a necessary change in those estimates and assumptions. Operations of the Business are subject to risks and uncertainties that may cause actual results to differ from estimated amounts, such as changes in competition, litigation, legislation and regulations. Management regularly evaluates estimates and assumptions using historical experience and expectations about the future, and adjusts estimates and assumptions when facts and circumstances indicate the need for change. Those changes generally will be reflected in the Financial Statements on a prospective basis unless they are required to be treated retrospectively under relevant accounting standards. It is possible that others, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.


Revenue Recognition

Revenue is recognized from product sales when control of the goods has transferred to the customer, which is typically once the goods have shipped and the customer has assumed title. Revenue reflects the total consideration to which the Business expects to be entitled (i.e., the transaction price), in exchange for products sold, after considering various types of variable consideration including sales allowances, product returns, rebates and discounts.

Variable consideration is estimated and recorded at the time that related revenue is recognized. Estimates reflect the amount by which variable consideration is expected to impact revenue recognized and are generally based on contractual terms or historical experience, adjusted as necessary to reflect the Business’ expectations about the future. Customer payment terms generally range from 30 to 90 days.  

Estimates of variable consideration utilize a complex series of judgments and assumptions to determine the amount by which the Business expects revenue to be reduced, for example;

for sales returns, the Business performs calculations in each market that incorporate the following, as appropriate: local returns policies and practices; historic returns as a percentage of revenue; estimated shelf life by product; an estimate of the amount of time between shipment and return or lag time; and any other factors that could impact the estimate of future returns, product recalls, discontinuation of products or a changing competitive environment; and
for revenue incentives, the Business uses historical experience with similar incentives programs to estimate the impact of such programs on revenue for the current period.

Although the amounts recorded for these deductions from revenue are dependent on estimates and assumptions, historically adjustments to actual results have not been material. The sensitivity of estimates can vary by program, type of customer and geographic location.  

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from Revenue. Shipping and handling costs incurred after control of the purchased product has transferred to the customer are accounted for as a fulfillment cost, within Selling, general and administrative expenses.

The Business also records estimates for bad debts. The Business periodically assesses the adequacy of the allowance for doubtful accounts by evaluating the collectability of outstanding receivables based on factors such as past due history, historical and

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Exhibit 99.2

expected collection patterns, the financial condition of our customers, the robust nature of the Business’ credit and collection practices and the economic environment.

Amounts recorded for sales deductions and bad debts can result from a complex series of judgments about future events and uncertainties and can rely on estimates and assumptions. For information about the risks associated with estimates and assumptions, see Estimates and Assumptions.


Cost of Sales and Inventories

Inventories are carried at the lower of cost or net realizable value. The cost of finished goods, work-in-process and raw materials is determined using average actual cost. Inventories are regularly reviewed for impairment and adjustments are recorded when necessary.


Selling, General and Administrative Expenses

Selling, general and administrative costs are expensed as incurred and primarily consists of direct and allocated shipping and handling, field selling, other marketing, and advertising and promotion costs.  

Shipping and handling costs totaled approximately $4.2 million and $4.3 million for the six months ended June 30, 2024 and 2023, respectively.


Research and Development Expenses

Research and development (“R&D”) costs are expensed as incurred. Research is the effort associated with the discovery of new knowledge that will be useful in developing a new product or in significantly improving an existing product. Development is the implementation of the research findings.  


Amortization of Intangible Assets, Depreciation and Certain Long-Lived Assets

Long-lived assets include:

Identifiable intangible assets, less accumulated amortization—these acquired assets are recorded at cost. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Identifiable intangible assets with indefinite lives that are associated with marketed products are not amortized until a useful life can be determined. The useful life of an amortizing asset generally is determined by identifying the period in which substantially all of the cash flows are expected to be generated.
Property, plant and equipment, less accumulated depreciation––these assets are recorded at cost and are increased by the cost of any significant improvements after purchase. Property, plant and equipment assets, other than land and construction-in-progress, are depreciated on a straight-line basis over the estimated useful life of the individual assets. Depreciation begins when the asset is ready for its intended use.

Amortization expense related to finite-lived identifiable intangible assets that contribute to the ability to sell, manufacture, research, market and distribute products, compounds and intellectual property are included in Amortization of intangible assets as they benefit multiple business functions. Depreciation expense related to Property, plant and equipment, less accumulated depreciation is included in Cost of sales.

All long-lived assets are evaluated for impairment indicators throughout the year and detailed testing is performed whenever impairment indicators are present. When necessary, charges are recorded for impairments. For indefinite-lived identifiable intangible assets, the Business tests for impairment at least annually, or more frequently if impairment indicators exist, by first assessing qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If the Business concludes it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of the indefinite-lived intangible asset with its carrying value is performed.

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Exhibit 99.2

If the fair value is less than the carrying amount, an impairment loss is recognized. The Business records an impairment loss, if any, for the excess of book value over fair value.

Cash Equivalents

Cash equivalents include items almost as liquid as cash, such as money market funds, certificates of deposit and time deposits with maturity periods of three months or less when purchased.

Accounts Receivable, net

The recorded amounts of accounts receivable approximate fair value because of their relatively short-term nature. Accounts receivable, net for the Business are limited to the accounts receivable, net balances in the dedicated international legal entities of the Business which are conveying. Other accounts receivable, net balances related to the Business are not conveying and as such, have not been reflected in the Financial Statements.  

Asset Retirement Obligations

Accruals for the legal obligations associated with the retirement of tangible long-lived assets are recorded, including obligations under the doctrine of promissory estoppel and those that are conditioned upon the occurrence of future events. These obligations generally result from the acquisition, construction, development and/or normal operation of long-lived assets. The fair value of these obligations are recognized in the period in which they are incurred by increasing the carrying amount of the related asset. Over time, expenses are recorded for the accretion of the liability and for the amortization of the asset. Amounts recorded for asset retirement obligations can result from a complex series of judgments about future events and uncertainties and can rely on estimates and assumptions.

As of June 30, 2024 and December 31, 2023, accruals for asset retirement obligations are $5.4 million, and are included in Other noncurrent liabilities. Refer to Note 9 for further details.

Legal and Environmental Contingencies

Contingencies arising in the ordinary course of business, such as product liability and other product-related litigation, commercial litigation, patent litigation, environmental claims and proceedings, government investigations and guarantees and indemnifications. Accruals for these contingencies are recorded to the extent that a loss is both probable and reasonably estimable. If some amount within a range of loss appears to be a better estimate than any other amount within the range, that amount is accrued. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the lowest amount in the range is accrued. Anticipated recoveries under existing insurance contracts are recorded when recovery is assured. Management does not believe that any of the matters impacting the Business will have a material adverse effect on the financial position. As of June 30, 2024 and December 31, 2023, the Business had legal accruals totaling approximately $1.5 million and $1.1 million, respectively, related to environmental contingencies at Chicago Heights, Illinois and Willow Island, West Virginia.

Purchase commitments pertaining to the Business are not significant as of June 30, 2024.  

Leases

The Company determines if a contract contains a lease at inception. Material leases are recorded as a right of use asset, as of the lease commencement date, in an amount equal to the present value of future payments over the lease term. A corresponding lease liability is also recorded. The Business has elected not to recognize right of use assets and lease liabilities for short-term leases of vehicles and equipment with a lease term of twelve months or less. Operating lease right of use assets are contained within Other noncurrent assets.  

Options to extend or terminate a lease are considered in the lease term to the extent that the option is reasonably certain of exercise. The present value of future payments is discounted using the rate implicit in the lease, when available. When the implicit rate is not available, as is frequently the case with the lease portfolio, the present value is calculated using our incremental borrowing

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Exhibit 99.2

rate, which is determined on the commencement date. The incremental borrowing rate represents the rate of interest that would be expected to be paid on a collateralized basis to borrow an amount equal to the lease payments under similar terms. As there is no borrowing on a collateralized basis, the non-collateralized borrowing rate is used as an input in deriving the incremental borrowing rate.

The lease portfolio consists of operating leases, in which fixed lease payments are recognized on a straight-line basis over the lease term. Operating lease assets are recorded within Other noncurrent assets with the corresponding operating lease liabilities recorded within Other current liabilities and Other noncurrent liabilities on the Special Purpose Statements of Assets Acquired and Liabilities Assumed. Variable payments are recognized in the period incurred. Variable lease payments include real estate taxes and charges for other non-lease services due to lessors that are not dependent on an index or rate and utilization-based charges associated with fleet vehicles.

Our real estate lease contracts may include fixed consideration attributable to both lease and non-lease components, including non-lease services provided by the vendor, which are accounted for as a single fixed minimum payment. For leases of certain classes of machinery and equipment, contract consideration is allocated to lease and non-lease components on the basis of relative standalone price.

Foreign Currency Translation

For most of the Business’ international operations, local currencies have been determined to be the functional currencies. Functional currency assets and liabilities are translated to their U.S. dollar equivalents at exchange rates in effect at the balance sheet date and functional currency income and expense amounts are translated to their U.S. dollar equivalents at average exchange rates for the period. For operations in highly inflationary economies, monetary items are translated at rates in effect at the balance sheet date and non-monetary items are translated at historical rates.

4. Revenue

The Business offers a diversified portfolio of products to capitalize on local and regional customer needs. Generally, the products are promoted to veterinarians and livestock producers and then sold directly by the Business or through distributors, retailers or e-commerce outlets. The depth of the product portfolio allows the Business to address the varying needs of customers in different species and geographies. The Business refers to all different brands of a particular product, or its dosage forms for all species, as a product line. The Business’ products primarily help prevent or treat diseases and conditions to allow veterinarians and producers to care for their animals and to enable the cost-effective production of safe, high-quality animal protein. The Business has approximately 30 comprehensive product lines.  

5. Leases

The Business has facilities under various non-cancellable operating leases with third parties. The operating leases generally have remaining terms ranging from 1 to 2 years, inclusive of renewal options that are reasonably certain of exercise. The Business does not have any finance leases.

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Exhibit 99.2

Supplemental information related to leases is as follows:

(Thousands of Dollars)

Operating Leases

June 30, 2024

December 31, 2024

Other noncurrent assets

$

532

$

913

Other current liabilities

687

796

Other noncurrent liabilities

61

343

Weighted-average remaining lease term (years)

1.03

1.49

Weighted-average discount rate

3.60%

3.54%

6. Inventories

Inventories as of June 30, 2024 and December 31, 2023 are summarized by major category as follows:

(Thousands of Dollars)

June 30, 2024

December 31, 2024

Finished goods

$

93,724

$

94,940

Work-in-process

71,502

79,802

Raw materials and supplies

9,100

10,939

Inventories

$

174,326

$

185,681

7. Property, Plant and Equipment

The components of property, plant, and equipment follow:

(Thousands of Dollars)

Useful Lives

(Years)

June 30,

2024

December 31,

2023

Land

$

2,760

$

2,760

Buildings

33-37

63,023

63,057

Machinery, equipment and fixtures

3-20

186,910

185,132

Construction-in-process

15,784

15,709

268,477

266,658

Less: Accumulated Depreciation

(163,628)

(158,456)

Property, plant, and equipment, less accumulated depreciation

$

104,849

$

108,202

Depreciation expense was $5.5 million in 2024 and $5.5 million in 2023.

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Exhibit 99.2

8. Intangible Assets

Intangible assets consisted of the following as June 30, 2024:

(Thousands of Dollars)

Gross Carrying Amount

Accumulated Amortization

Identifiable
Intangible Assets,
Less Accumulated
Amortization

Finite-lived intangible assets:

Developed technology rights

$

38,900

$

(38,900)

$

-

Brands and tradenames

14,145

(9,547)

4,598

Other

2,313

(2,264)

49

Total finite-lived intangible assets

55,358

(50,711)

4,647

Indefinite-lived intangible assets:

Brands and tradenames

20,999

-

20,999

Total indefinite-lived intangible assets

20,999

-

20,999

Identifiable intangible assets

$

76,357

$

(50,711)

$

25,646

Intangible assets consisted of the following as December 31, 2023:

(Thousands of Dollars)

Gross Carrying Amount

Accumulated Amortization

Identifiable
Intangible Assets,
Less Accumulated
Amortization

Finite-lived intangible assets:

Developed technology rights

$

38,900

$

(38,699)

$

201

Brands and tradenames

14,145

(9,427)

4,718

Other

2,346

(2,285)

61

Total finite-lived intangible assets

55,391

(50,411)

4,980

Indefinite-lived intangible assets:

Brands and tradenames

20,999

-

20,999

Total indefinite-lived intangible assets

20,999

-

20,999

Identifiable intangible assets

$

76,390

$

(50,411)

$

25,979

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Exhibit 99.2

Developed Technology Rights

Developed technology rights represent the amortized cost associated with developed technology, which has been acquired from third parties and which can include the right to develop, use, market, sell and/or offer for sale the product, compounds and intellectual property that the Business acquired with respect to products, compounds and/or processes that have been completed.

Brands and Tradenames

Brands and tradenames represent the amortized or unamortized cost associated with product name recognition, as the products themselves do not receive patent protection. The most significant finite-lived brands and tradenames are related to Melengestrol Acetate. The most significant indefinite-lived brands and tradenames were acquired from the Linco family of products.

The weighted average remaining life of the Business’ total finite-lived intangible assets is approximately 18 years.

Total amortization expense for finite-lived intangible assets was $0.3 million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively.

9. Supplemental Financial Information

Other noncurrent liabilities are comprised of the following:

(Thousands of Dollars)

June 30.

2024

December 31,
2023

Asset retirement obligations

$ 5,378

$ 5,371

Environmental liabilities

1,534

1,147

Other

1,288

1,728

Other noncurrent liabilities

$ 8,200

$ 8,246

10. Subsequent Events

Subsequent events have been evaluated through October 21, 2024, the date the Financial Statements were available for issuance. There are no subsequent events which have not been disclosed in the Financial Statements.

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