MIRA INFORM REPORT

 

 

Report Date :

04.03.2008

 

 

IDENTIFICATION DETAILS

 

Name :

AGAN CHEMICAL MANUFACTURERS LTD

 

 

Registered Office :

P.O. Box 262, Northern Industrial Zone, Ashdod 77102 

 

 

Country :

Israel

 

 

Financials (as on) :

31.12.2006

 

 

Date of Incorporation :

1945

 

 

Legal Form :

Private Limited Company

 

 

Line of Business :

Manufacturers, Exporters and Marketers of Chemicals for Agricultural Purposes

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Status :

Good

 

 

Payment Behaviour :

No Complaints

 

 

Litigation :

Clear

 

 

name & address

 

AGAN CHEMICAL MANUFACTURERS LTD.

Telephone    972 8 851 52 11

Fax 972 8 851 53 88

P.O. Box 262

Northern Industrial Zone

ASHDOD 77102  ISRAEL

 

 

HISTORY

 

Originally established in 1945 as a non-registered business.

Converted into a private limited company and registered as such as per file
No. 51-012503-2 on the 7.5.1954.

 

Converted into a public limited liability company and registered as such as per file No. 52-003405-9 on the 17.12.1982.

At a later date published a prospectus offering shares to the public and its shares were listed on the Tel Aviv Stock Exchange.

 

As of May 1998, due to change of ownership, subject's shares were delisted from trade on the Tel Aviv Stock Exchange, following which subject converted into a private limited company (registration number remain the same).

 

 

SHARE CAPITAL

 

Authorized share capital NIS 50,000,000.00, divided into - 50,000,000 ordinary shares of NIS 1.00 each, of which shares amounting to NIS 15,065,980.00 were issued.

 

 

SHAREHOLDERS

 

Company is fully owned by MAKHTESHIM – AGAN INDUSTRIES LTD. (hereinafter M.A.), a subsidiary of KOOR INDUSTRIES LTD., both public limited liability companies, whose shares are traded on the Tel Aviv Stock Exchange. KOOR is also traded on the Nasdaq Stock Exchange and is part of the I.D.B concern, controlled by Nochi Dankner.

 

 

DIRECTORS

 

1.         Avraham Biger, Chairman and of the MAKHTESHIM AGAN Group,

2.    Ran Midan, CFO of M.A. Group,

3.    Hen Lichtenstein,

4.    Morris Zelkha,

5.    Ehud Marom,

6.    Danni Porat,

7.    Yoram Hadad.

       

GENERAL MANAGER

 

David Nir (also of sister company MAKHTESHIM CHEMICAL WORKS).

 

 

BUSINESS

 

Subject is part of the MAKTESHIM-AGAN (M.A.) Group.

Manufacturers, exporters and marketers of chemicals for agricultural purposes, i.e. plant growth regulators, plant protection chemicals, herbicides, etc.

Subject exports 90% of its production to more than 100 countries.

Subject acquired know how from Australian company CROP CARE.

 

Among local suppliers: APPLIED CHEM, S. COHEN METAL WORKS, MODCHEM, CHEMIART, etc.

 

Operating from an owned plant on an area of 33,000 sq. meters in the Northern Industrial Zone, Ashdod. Also operating from M. A. Group rented headquarters offices in Golan Street, Arava House, AirPort City Park, near the Ben Gurion International Airport.

M. A. Group also operates from 2 plants in Brazil (subsidiary MILLENIA) and smaller manufacturing facilities in Colombia, Spain and Greece.

Distribution through 23 marketing companies and offices worldwide.

 

Having 600 employees in subject and 3,184 employees serving the M.A. Group.

 

 

MEANS

 

MAKTESHIM-AGAN current market value US$ 3,804 million.

 

In December 2006, M.A. completed a capital raise of NIS 2.35 billion with bonds issue through the Tel Aviv Stock Exchange.

 

Subject is an “Approved Enterprise” and as such enjoys tax benefits and State incentives. Israeli Investment Centre Administration approved an investment plan of US$ 6 million in subject's Ashdod plant in October 1997.

 

In June 2004, the investment center approved a further US$ 14.7 million investment plan for the expansion of subject’s plant.

 

There are 5 charges for unlimited amounts registered on the company’s assets, in favor of a foreign company.

 

Financial data is included in the consolidated financial statements of parent company, MAKHTESHIM – AGAN INDUSTRIES LTD., which shows:

 

 

 

 

                                                                                                    US$ (thousands)

                                                                                               30.09.2007             31.12.2006

ASSETS

Current assets

       Cash and cash equivalents                                                    265,375                324,362

       Short term investments                                                           99,985                    1,706

       Trade receivables                                                                 632,318                 486,368

       Other receivables                                                                 146,556                 106,372

       Inventory                                                                          __611,881             __607,328

                                                                                               1,756,115              1,526,136

 

Investments, loans and long term receivables                                  64,133                   48,621

Fixed assets (net)                                                                       513,174                 511,410

Other assets and deferred expenses (net)                                  __539,146             __532,755

                                                                                               2,872,568              2,618,922

                                                                                             ========            ========

 

LIABILITIES

Current liabilities                                                                         810,781                 752,892

Long term liabilities                                                                     718,839                 704,100

Minority rights                                                                               34,185                   30,212

Equity                                                                                     1,308,763              1,131,718

                                                                                               2,872,568              2,618,922

                                                                                             ========            ========

 

 

ANNUAL SALES

Subject ended 2002 with a net profit of NIS 172,036,000.

Subject ended 2003 with a net profit of NIS 259,867,000.

Subject ended 2004 with a net profit of US$ 87,892,000.

Subject ended 2005 with a net profit of US$ 131,493,000.

(Subject's above mentioned net income is consolidated with its subsidiaries).

Subject's (itself) 2005 sales were US$ 530,000,000, making a net profit of
US$ 73,000,000.

Subject ended 2006 with a net profit of US$ 22,855,000 (consolidated).

 

 

                                                                 MAKHTESHIM-AGAN INDUSTRIES LTD.

                                                                           Consolidated Statement of Income

                                                                                      US$ (thousands)

                                                                                      Year ended 31.12

                                                                             2004                   2005                   2006

Sales                                                                1,539,702            1,740,717            1,778,756

 

Gross profit                                                          595,794              681,002              606,739

 

Operating income                                                 289,187              331,071              203,794

 

Pre-tax income                                                     218,881              252,286                84,909

 

Net income                                                          165,527              205,493                83,919

                                                                        =======            =======            =======

 

 

M.A. consolidated sales for the first 3 quarters of 2007 were US$ 1,605,414,000 (18% increase comparing to the parallel period of 2006), making a gross profit of  NIS 550,748,000, an operating profit of NIS 251,042,000, making with a net profit of NIS 158,037,000.

M.A. estimates 2007 sales to reach circa US$ 2.07 billion, with net profit to exceed US$ 170 million.

 

 

OTHER COMPANIES

 

AGAN MARKETING CHEMICALS LTD., 100%,

AGAN AROMA & FINE CHEMICALS LTD., 100%, developers, manufacturers, marketers and exporters of aroma substances for detergents.

 

M.A. INDUSTRIES LTD. also controls, among many others (all fully owned by unless otherwise stated):

MAKHTESHIM CHEMICAL WORKS LTD., which together with subject is responsible for the Group's main activities, developers, manufacturers and marketers of crop protection products - pesticides, insecticides, herbicides, polyester resins, photo-chemicals, etc.

MAKHTESHIM AGAN HEALTH AND FOOD ADDITIVES LTD.

 

 

LYCORED LTD., 98%, holds 100% of LYCORED BIO LTD., jointly leading the non-agro activities (e.g. natural food additives, micro encapsulation of natural health materials) of the MAKHTESHIM-AGAN Group.

DALIDAR PHARMA ISRAEL (1995) LTD., developers, manufacturers and marketers of photo pharmaceuticals (herbal based remedies).

MAB PARTICIPACOES S/C LTD.

MILENIA PARTICIPACOES S.A., incorporated in August 1998, merging the activities Brazilian companies DEFENSA and HERBITECHNICA.

MAGAN ARGENTINA S.A., Argentina

ARAGONESAS AGRO S.A., Spain

IRVITA PLANT PROTECTION N.V.

QUENA PLANT PROTECTION N.V.

FAHRENHEIT HOLDINGS B.V.,

MAKHTESHIM AGAN HOLDING B.V.

MAKHTESHIM AGAN HUNARIA KFT

MAKHTESHIM AGAN COSTA RICA SA

MAKHTESHIM AGAN ESPANA SA

MAKHTESHIM AGAN NORTH AMERICA INC

MAKHTESHIM AGAN FRANCE SARL

MAKHTESHIM AGAN U.K. LTD

MAKHTESHIM AGAN ROMANIA SRL

MAKHTESHIM AGAN THILAND LTD

MAKHTESHIM AGAN ITALIA SRL

MAKHTESHIM AGAN SOUTH AFRICA PTY LTD.

MAKHTESHIM AGAN INDIA PRIVATE LTD.

MAKHTESHIM AGAN POLAND SP.ZO.O.

MAKHTESHIM AGAN SWEDEN AB

MAKHTESHIM AGAN PORTUGAL LTD.

PROFICOL S.A., 57.5%, holding PROFICOL ANDINA N.V. and PROFICOL VENEZUELA S.A.

MAGAN JAPAN CO. LTD.

MAGAN HB B.V.

MAGAN ITALIA SRL

MAGAN HOLDING GERMANY GMBH

MAGAN KOREA CO. LTD.

AGAN ENGINEERING ENTERPRISES (1988) LTD.

KOLANT S.P.A.

FEINCHEMIE SCHWEBDA GMBH

MA U.S. HOLDING INC., USA

AGRONICA AUSTRALASIA PTY LTD. and FARMOZ PTY LTD., Australia.

 

 

BANKERS

 

Bank Leumi LeIsrael Ltd., Central Branch (No. 800), Tel Aviv,
account No. 293827/75.

Bank Hapoalim Ltd., Ashdod Branch (No. 658), Ashdod, account No. 132806.

Israel Discount Bank Ltd., Ashdod Branch (No. 004), Ashdod,
account No. 99929.

A check with the Central Banks' database did not reveal any negative information regarding subject's a/m accounts.

 

Citibank Ltd., Central Branch (No. 001), Tel Aviv.

 

 

CHARACTER AND REPUTATION

 

Nothing unfavorable learned.

 

Having ISO 9000, 9002, ISO 14001 (Environmental Management Standard) and
TA-LUFT standard, GLP German certification.

 

Subject was awarded the 1999 Environmental Shield of industrial excellence in preserving and improving the ecology.

 

MAKHTESHIM AGAN is considered the world’s largest producer of generic products for plant conservation and one of the leading companies in the agro-chemical sector, ranked 7th in world sales in the agro-chemical field (in 2004 and 2005) with 4.3% of global sales.

 

In June 2002, parent company completed the acquisition of FEINCHIMI, of Germany, for a sum of US$ 21 million. The German company’s 2001 sales were

US$ 40 million.

 

In August 2000 M. A. completed its acquisition of MILENIA PARTICPACOES S.A. of Brazil, the company through which M.A. operates in Brazil, one of subject’s strongest markets, for a sum of US$ 45 million.

 

In June 2004, it was reported that the M.A. Group acquired 45% in CONTROL SOLUTIONS INC. (CSI), an American pesticide company, for a sum of US$ 13.5 million. In August 2005, it was reported that it acquired further 15% in CSI. CSI's sales in 2003 amounted to US$ 45 million.

 

In July 2004, parent acquired FARMOZ, Australia 4th larges Agrochemical Company.

 

In September 2004, subject's parent acquired 50.1% of RICECO of the USA, developers and manufacturers of herbicides for rice growing.

 

In March 2005, subject's parent acquired 49% of Dutch company MABENO in a shares swap deal (with an option to increase stakes up to 55%).

 

In May 2005, subject's parent acquired 70% of Hungarian distribution company BIOMARK TRADING, with an option to increase stakes up to 100%.

 

In April 2005, M.A. signed a strategic deal to distribute BAYER CropScience’s agricultural insecticides.

 

In the framework of its expansion program in the non-agricultural pesticide products, subject's parent M.A. acquired in 2006 shares in 2 foreign companies (30% of ALLIGARE of the USA, and 60% of Italian KOLLANT).

 

In November 2006 M.A. acquired a Czech distributing company (AGROVITA), and in parallel completed the establishment of a new subsidiary in Russia. This is in the framework of expanding penetration into the Eastern European markets, where the M.A. Group sees large potential for its agro-chemical products.

 

In February 2007 it was reported that subject will purchase raw materials from China during 2007 in volume of US$ 110-120 million, which is 25% of the total raw materials purchasing (the whole M.A. Group will purchase from China in volume of US$ 200 million of raw materials).

 

In 2006, the M.A. Group suffered from a bad year in the world agro-chemical field, which was a major reason to the losses on the 4th quarter of 2006. That, and the entrance of a new general manager to the Group (Avraham Biger, Chairman and General Manager of the M.A. Group since the end of 2006), led to a strategic plan issued in March 2007, which includes organization structural changes (unifying the operations of subject and MAKHTESHIM CHEMICAL WORKS LTD.), streamlining measures and sales promotion.

In the framework of re-organization, the M.A. Group moved its headquarters from Tel Aviv to new offices in AirPort City. The management also plans to move tens of MAKHTESHIM's management, marketing, finance and R&D staff from the plant location in Beer Sheva to the new premises.

 

Subject is part of the I.D.B. Group, one of Israel's largest concerns, which controls the KOOR Group, as well as many other companies in Israel and abroad. During the first half of 2006 businessman Nochi Dankner, who controls the I.D.B. Group, increased his stake in KOOR INDUSTRIES LTD. (which controls subject's parent M.A. with 37%) from 10% to 44% (from the Bronfman Group), thus becoming the main shareholder of KOOR. In December 2006 I.D.B. increased its holdings in KOOR to 52%.

 

In April 2007 parent M.A. announced it is negotiating with the owners of a foreign company (where they so far have no significant presence) the possibility to acquire control in the foreign company, which deals in the area of plant protection products manufacturing and marketing. The target company has annual turnover of less than US$ 100 million, however the negations are still in a very early stages.

 

Israel's Electricity Authority approved in January 2008 the erection of a private power plant for subject's plant. The 124MW power plant will be constructed by ASHDOD ENERGY for subject, with an estimated investment of US$ 120 million. The plan is still pending the final approval of the Minister of Infrasructure.

 

According to the Chairman of the Chemical, Pharmaceutical and Environment Division at the Industrialists Association, total sales of the branches in 2006 witnessed a remarkable 12.6% growth to US$ 17.4 billon, after in 2005 sales increased by 10% from 2004.

2006 exports of the branches were US$ 8.8 billion (35% of which for pharmaceuticals and drugs and some one third attributed to the chemical industry), a 15.7% increase from 2005, and sales to the local market reached US$ 8.6 billion, a 10% increase from 2005.

 

The chemical and pharmaceutical industries are the 2nd largest export branch (after the hi-tech) and comprise 30% of Israel’s industrial exports. The industry employs 28,700 employees.

Purchasing abroad amounted to US$ 1.5 billion in 2006.

 

The branch projected sales in 2007 include a 15% rise in sales for export (to  US$ 10 billion) and 12% rise in total sales (to US$ 19.5 billion).

 

 

 

 

 

SUMMARY 

 

Good for trade engagements.

Maximum unsecured credit recommended up to several US$ millions.

 

 

 

 

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions