<PAGE> 1
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Quarter Ended September 30, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from ___________________ to ______________
Commission File Number: 333-15789
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ChemFirst Inc.
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(Exact name of registrant as specified in its charter)
Mississippi 64-0679456
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 North Street, Jackson, MS 39202-3095
--------------------------------------------------------------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's Telephone Number, including Area Code: 601/948-7550
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Class Outstanding at October 31, 2000
-------------------------- --------------------------------
Common Stock, $1 Par Value 14,822,504
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ChemFirst Inc.
Consolidated Balance Sheets (Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
------------ ------------
<S> <C> <C>
Assets:
Current assets
Cash and cash equivalents $ 8,228 14,551
Accounts receivable 50,675 67,913
Inventories:
Finished products 50,404 36,860
Work in process 3,190 3,565
Raw materials and supplies 20,373 22,238
------------ ------------
Total inventories 73,967 62,663
------------ ------------
Prepaid expenses and other current assets 10,235 9,794
Net current assets of discontinued operations -- 2,532
------------ ------------
Total current assets 143,105 157,453
------------ ------------
Investments and other assets 18,554 19,189
Property, plant and equipment 401,545 390,329
Less: accumulated depreciation and amortization 184,850 164,584
------------ ------------
Property, plant and equipment, net 216,695 225,745
------------ ------------
$ 378,354 402,387
============ ============
Liabilities and Stockholders' Equity:
Current liabilities
Notes payable $ 8,164 7,668
Accounts payable 21,713 18,919
Deferred revenue 100 373
Accrued expenses and other current liabilities 14,575 17,523
Net current liabilities of discontinued operations 322 --
------------ ------------
Total current liabilities 44,874 44,483
------------ ------------
Long-term debt 37,423 24,224
Other long-term liabilities 26,717 26,130
Deferred income taxes 22,787 18,178
Minority interest 649 649
Stockholders' equity:
Common stock 14,869 17,901
Additional paid-in capital 27,370 25,543
Accumulated other comprehensive income 270 287
Retained earnings 203,395 244,992
------------ ------------
Total stockholders' equity 245,904 288,723
------------ ------------
$ 378,354 402,387
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
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ChemFirst Inc.
Consolidated Statements of Operations (Unaudited)
(In Thousands of Dollars and Shares, Except Per Share Amounts)
<TABLE>
<CAPTION>
3 Months Ended 9 Months Ended
September 30 September 30
-------------------------- --------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales $ 90,548 79,275 285,029 229,460
Cost of sales 69,349 54,514 212,492 163,066
---------- ---------- ---------- ----------
Gross margin 21,199 24,761 72,537 66,394
General, selling and administrative expenses 13,907 12,805 42,601 36,573
Research and development expenses 1,891 1,914 5,801 5,455
Other operating income (expense), net 3,558 (212) 5,092 2,669
---------- ---------- ---------- ----------
Operating earnings 8,959 9,830 29,227 27,035
Interest income 91 122 279 945
Interest expense 755 435 2,156 1,921
Other expense, net (51) (109) (111) (337)
---------- ---------- ---------- ----------
Earnings from continuing operations before income taxes 8,244 9,408 27,239 25,722
Income tax expense 3,092 3,446 10,215 9,646
---------- ---------- ---------- ----------
Earnings from continuing operations 5,152 5,962 17,024 16,076
Gain on disposal of business, net of taxes -- -- 9,656 --
---------- ---------- ---------- ----------
Net earnings $ 5,152 5,962 26,680 16,076
========== ========== ========== ==========
Earnings per common share:
Continuing operations $ 0.34 0.33 1.06 0.88
Gain on disposal of business, net of taxes 0.00 0.00 0.60 0.00
---------- ---------- ---------- ----------
Net earnings $ 0.34 0.33 1.66 0.88
========== ========== ========== ==========
Average shares outstanding 15,253 18,152 15,990 18,266
Earnings per common share, assuming dilution:
Continuing operations $ 0.33 0.32 1.06 0.87
Gain on disposal of business, net of taxes 0.00 0.00 0.59 0.00
---------- ---------- ---------- ----------
Net earnings $ 0.33 0.32 1.65 0.87
========== ========== ========== ==========
Average shares outstanding, assuming dilution 15,470 18,411 16,135 18,482
Cash dividend declared
per share $ 0.10 0.10 0.30 0.30
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
ChemFirst Inc.
Consolidated Statements of Cash Flows (Unaudited)
(In Thousands of Dollars)
<TABLE>
<CAPTION>
9 Months Ended
September 30
--------------------------
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operations:
Net earnings $ 26,680 16,076
Adjustments to reconcile net earnings to
net cash provided by operations:
Depreciation and amortization 21,829 19,523
Provision for losses on receivables 61 133
Gain on disposal of business, net of taxes (9,656) --
Gain on disposal of equity investee -- (750)
Deferred taxes and other items 5,411 9,259
Change in current assets and liabilities, net
of effects of dispositions 3,671 (26,410)
---------- ----------
Net cash provided by continuing operations 47,996 17,831
Net cash provided by discontinued operations -- 20,312
---------- ----------
Net cash provided by operating activities 47,996 38,143
---------- ----------
Cash flows from investing activities:
Proceeds from sale of business 12,582 --
Capital expenditures (11,215) (16,932)
Proceeds from collection of note receivable 1,468 29,569
Other investing activities (928) (3,000)
---------- ----------
Net cash provided by investing activities 1,907 9,637
---------- ----------
Cash flows from financing activities:
Net borrowings (repayments) on notes payable 13,696 (33,796)
Dividends (4,680) (5,463)
Purchase of common stock (66,732) (9,830)
Proceeds from issuance of common stock 1,608 1,338
---------- ----------
Net cash used in financing activities (56,108) (47,751)
---------- ----------
Effect of exchange rate changes on cash (118) 75
---------- ----------
Net increase (decrease) in cash and cash equivalents (6,323) 104
Cash and cash equivalents at beginning of period 14,551 11,226
---------- ----------
Cash and cash equivalents at end of period $ 8,228 11,330
========== ==========
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest, net of amounts capitalized $ 1,822 1,909
========== ==========
Income tax payments (refunds), net $ (3,816) 1,947
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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ChemFirst Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited. In Thousands of Dollars)
Note 1 - General
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and Securities and Exchange Commission regulations. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Certain prior year
amounts have been reclassified to conform to the 2000 presentation. In the
opinion of management, the financial statements reflect all adjustments (all are
of a normal and recurring nature) which are necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods. These financial statements should be read in conjunction with the
Annual Report of the Company and Form 10-K for the year ended December 31, 1999.
Note 2 - Discontinued Operations
The net assets and liabilities of discontinued operations included in
the consolidated financial statements are classified as current liabilities and
current assets at September 30, 2000 and December 31,1999, respectively, as
follows:
<TABLE>
<CAPTION>
Engineered Products
and Services
Steel and Other Totals
---------- ---------- ----------
<S> <C> <C> <C>
At September 30, 2000:
Net current liabilities of discontinued operations $ 281 41 322
========== ========== ==========
At December 31, 1999:
Net current assets of discontinued operations $ 12,459 (9,927) 2,532
========== ========== ==========
</TABLE>
The statements of operations have been reclassified to separate
discontinued and continuing operations. The gain on disposal of business in the
first quarter of the current year, net, in the amount of $9,656, was primarily
due to an adjustment in the provision for income taxes related to the
discontinued operations of Getchell Gold Corporation. The Company reevaluated
its tax exposure during the quarter ended March 31, 2000, when various statutes
governing the handling of the disposition for tax purposes expired.
5
<PAGE> 6
Note 3 - Effect Of Adopting Accounting Changes
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial
Statements. SAB 101 provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements. In June 2000, the SEC issued SAB
No. 101B, Second Amendment: Revenue Recognition in Financial Statements. SAB
101B delays the implementation date of SAB 101 for registrants with fiscal years
that begin between December 16, 1999 and March 15, 2000 until the fourth quarter
of 2000. The Company's existing practice, as outlined by generally accepted
accounting principles, has been to recognize revenue only when realized or
realizable and earned. As such, SAB 101 is not expected to have a material
effect on consolidated financial position or results of operations.
Statement of Financial Accounting Standards ("SFAS") No. 133 -
"Accounting for Derivative Instruments and Hedging Activities," was issued in
June 1998 and, as amended, is effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000. The statement establishes accounting and
reporting standards for derivative instruments and for hedging activities. All
derivatives are required to be recognized as either assets or liabilities in the
statement of financial position and measured at fair value. Changes in fair
value will be reported either in earnings or outside earnings depending on the
intended use of the derivative and the resulting designation. Entities applying
hedge accounting are required to establish at the inception of the hedge the
method used to assess the effectiveness of the hedging derivative and the
measurement approach for determining the ineffective aspect of the hedge. The
Company currently follows SFAS No. 52, "Foreign Currency Translation," and
applies hedge accounting treatment to certain foreign currency transactions by
entering into foreign currency option contracts and forward exchange contracts.
Gains and losses associated with currency rate changes on contracts hedging
foreign currency transactions are recorded in income and generally offset the
transaction losses or gains on the foreign currency cash flows that they are
intended to hedge. Gains and losses on contracts hedging firm sales commitments
are deferred until the related transactions are consummated. The effect of
adopting the Statement is currently being evaluated, however, based on current
activity, the Company does not believe the effects of adoption will be material
to its financial position or results of operation.
Note 4 - Earnings Per Share
Basic EPS is based on the average number of common shares outstanding
during each period. Diluted EPS includes the effect of outstanding common stock
equivalents ("CSEs"). The following is a reconciliation of the numerators
(income) and denominators (weighted-average shares) of the basic and diluted per
share computations for net earnings:
<TABLE>
<CAPTION>
Three Months Ended September 30
2000 1999
------------------------ ------------------------
Income Shares EPS Income Shares EPS
------ ------ ------ ------ ------ ------
(Thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Earnings per Common Share:
Basic $5,152 15,253 $ 0.34 $5,962 18,152 $ 0.33
Dilutive effect of CSEs -- 217 (.01) -- 259 (.01)
------ ------ ------ ------ ------ ------
Diluted $5,152 15,470 $ 0.33 $5,962 18,411 $ 0.32
====== ====== ====== ====== ====== ======
</TABLE>
6
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<TABLE>
<CAPTION>
Nine Months Ended September 30
2000 1999
--------------------------- ---------------------------
Income Shares EPS Income Shares EPS
------- ------- ------- ------- ------- -------
(Thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Earnings per Common Share:
Basic $26,680 15,990 $ 1.66 $16,076 18,266 $ 0.88
Dilutive effect of CSEs -- 145 (.01) -- 216 (.01)
------- ------- ------- ------- ------- -------
Diluted $26,680 16,135 $ 1.65 $16,076 18,482 $ 0.87
======= ======= ======= ======= ======= =======
</TABLE>
Note 5 - Comprehensive Income
Total comprehensive income for the three months ended September 30,
2000 and 1999, was $5.1 million and $6.0 million, respectively. Comprehensive
income for the nine months ended September 30, 2000 and 1999, was $26.7 million
and $16.2 million, respectively. Total comprehensive income for the Company
includes net income and foreign currency translation adjustments.
Note 6 - Commitments and Contingencies
In June 2000 an explosion disrupted the supply of hydroxylamine from the Nissin
Chemical plant in Japan. This is a key ingredient in the Company's patented
HDA(R) remover products for the semiconductor industry. The Nissin plant was the
Company's sole supplier and until last year the only producer of hydroxylamine.
However, the Company has qualified hydroxylamine from a new BASF plant that
started up in late 1999. BASF's current supply capabilities are less than the
worldwide demand for hydroxylamine. As a result, BASF is allocating
hydroxylamine to its customers, including the Company, which in turn has put its
customers on allocation. BASF, which increased production capacity through
debottlenecking efforts in September, has recently announced that it will
further increase capacity during the first quarter of 2001 from 4,000 metric
tons p.a. to 5,700 metric tons p.a. (calculated as a 50% solution). Such
expansion may result in additional supplies of hydroxylamine in the first half
of 2001, however, it is unclear at this time how BASF's increased capacity will
be allocated among its customers, exactly when additional product will be
available and what impact it will have on the Company. Although Nissin and
Honeywell International Inc. have both announced plans to construct new
hydroxylamine plants, the timing for construction and start-up of these
anticipated plants is not known with certainty. An insurance claim to recover
lost profits and additional expenses has been filed under the Company's business
interruption policy. The claims process may be lengthy and its final outcome
cannot be predicted with certainty. At September 30, 2000, $2.4 million, after
meeting a $1 million deductible, was recorded as the initial installment of the
claim. The $2.4 million is reflected in the accompanying consolidated statement
of operations as Other Operating Income.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Nine months ended September 30, 2000 compared to the
nine months ended September 30, 1999
Consolidated Results
Results from continuing operations for the nine months ended September
30, 2000, were earnings of $17.0 million or $1.06 per diluted share, up 6% and
22%, respectively, from earnings of $16.1 million or $0.87 per diluted share
from the same period of the prior year. Earnings rose on better results in
Polyurethane operations, driven by increased volume. Earnings per share were up
due to the higher earnings and a reduction in shares outstanding due to share
repurchases.
Segment Operations
Segment Information
(In Thousands of Dollars)
<TABLE>
<CAPTION>
9 Months Ended
September 30
2000 1999
---------- ----------
<S> <C> <C>
Sales:
Electronic and Other Specialty Chemicals $ 149,647 126,646
Polyurethane Chemicals 135,382 102,814
---------- ----------
Total $ 285,029 229,460
========== ==========
Operating profit before income taxes:
Electronic and Other Specialty Chemicals $ 11,091 12,092
Polyurethane Chemicals 26,034 24,060
---------- ----------
37,125 36,152
Unallocated corporate expenses (7,898) (9,117)
Interest expense, net (1,877) (976)
Other expense, net (111) (337)
---------- ----------
Total $ 27,239 25,722
========== ==========
</TABLE>
Electronic and Other Specialty Chemicals pretax operating profits for
the current year were $11.1 million, down 8% versus the same period of the prior
year. Sales were up 18% over last year on higher electronic chemical volumes.
Operating results were hurt by higher energy and raw materials costs and lower
volumes and margins in agricultural specialty chemicals. Demand for
semiconductor chemicals remains strong, but sales were hurt by a shortage of
hydroxylamine raw material caused by an explosion in June 2000 at the Nissin
Chemical plant supplying the material. The effect on earnings was offset by net
insurance of $2.4 million, after meeting a $1.0 million deductible. The Company
anticipates that its insurance should significantly reduce lost profits
associated with the disruption.
Polyurethane Chemicals pretax operating profits for the nine months
were up 8% to $26.0 million on a 32% increase in sales versus the same period
last year. Sales were up on a 5% increase in volume and a 25% increase in
average unit price. The higher volume reflects continued strong
8
<PAGE> 9
aniline demand. The higher unit sales price primarily reflects the pass-through
to customers of the increase in the cost of benzene.
Unallocated corporate expenses for the current year were $7.9 million,
down from $9.1 million in the prior year, primarily related to a reduction in
benefit expense. Net interest expense for the year was up $0.9 million from the
prior year to $1.9 million on lower interest income.
Results of Operations - Three months ended September 30, 2000
compared to the three months ended September 30, 1999
Consolidated Results
Results from continuing operations for the three months ended September
30, 2000, were earnings of $5.2 million or $0.33 per diluted share. Results for
the same quarter of the prior year were earnings of $6.0 million or $0.32 per
diluted share. Earnings declined on lower polyurethane chemical volume and
higher costs and lower volumes in agricultural specialty chemicals. Sales were
up 14% for the period, primarily due to higher energy and raw material
pass-throughs. Earnings per share were up on fewer shares outstanding.
9
<PAGE> 10
Segment Operations
Segment Information
(In Thousands of Dollars)
<TABLE>
<CAPTION>
3 Months Ended
September 30
2000 1999
---------- ----------
<S> <C> <C>
Sales:
Electronic and Other Specialty Chemicals $ 42,796 39,231
Polyurethane Chemicals 47,752 40,044
---------- ----------
Total $ 90,548 79,275
========== ==========
Operating profit before income taxes:
Electronic and Other Specialty Chemicals $ 3,363 4,251
Polyurethane Chemicals 8,135 8,815
---------- ----------
11,498 13,066
Unallocated corporate expenses (2,539) (3,236)
Interest expense, net (664) (313)
Other expense, net (51) (109)
---------- ----------
Total $ 8,244 9,408
========== ==========
</TABLE>
Electronic and Other Specialty Chemicals pretax operating profits for
the current year were down 21% versus the same quarter of the prior year to $3.4
million, with sales up 9%. Sales were up over last year on higher volumes of
electronic chemical residue removers and deep ultra violet resins. Operating
results were hurt, however, by lower margins in other specialty chemicals,
primarily due to higher energy and raw material costs and product mix.
Polyurethane Chemicals pretax operating profits for the quarter were
down 8% to $8.1 million versus the same quarter last year. Sales were up 19% as
a 38% increase in average unit price offset a 14% decrease in volume. The higher
unit sales price primarily reflects the pass-through to customers of the
increase in the cost of benzene. The Company's Baytown aniline facility shut
down in mid-October due to an interruption in the supply of nitric acid raw
material but re-started on October 28. . The earnings impact is expected to be
negligible.
Unallocated corporate expenses for the current quarter were $2.5
million, down from $3.2 million for the same period in the prior year on reduced
insurance and benefit expenses. Net interest expense for the current quarter was
up $0.4 million from the prior year on higher average debt due to current year
share repurchases.
Discontinued Operations
A gain of $9.7 million on disposal of discontinued operations was
recorded during the quarter ended March 31, 2000. The gain included $10.1
million from a reduction in estimated tax liabilities related to the
distribution of Getchell Gold Corporation in 1995. The reduction in estimated
tax liabilities resulted from the Company's reevaluation of tax exposure items
associated with the Getchell Gold Corporation distribution. The Company
reevaluated its tax exposure during the quarter ended March 31, 2000, when
various statutes governing the handling of the disposition for tax purposes
expired. Also, during the first quarter of the current year, the Company
recorded an additional $0.4 million loss on disposal of discontinued operations
related to final settlement of post-closure issues associated with the
dispositions of Callidus Technology, Inc. and FirstMiss Steel, Inc.
10
<PAGE> 11
Capital Resources and Liquidity
Cash flow from continuing operations for the current year was $48.0
million, up from $17.8 million in the prior year. Prior year operating cash flow
was lower primarily due to increased working capital. Net cash provided by
investing activities in the current year included $12.6 million in proceeds from
the sale of the Company's steel business and $1.5 million collected on a note
related to a previous property sale. These proceeds were used to assist in
repurchasing shares of the Company's stock. During the current year, $66.7
million was expended under the Company's authorized repurchasing program versus
$9.8 million for the same period of the prior year. The Company has
approximately $23.3 million remaining for additional share repurchases under the
current authorization.
Forward-Looking Statements
Certain statements included in this Form 10-Q which are not historical
in nature, may constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements, as well as other forward-looking statements made from time to time
by the Company, or in the Company's press releases, conference calls and filings
with the U.S. Securities and Exchange Commission, are based on certain
underlying assumptions and expectations of management. These forward-looking
statements are subject to risks and uncertainties which could cause actual
results to differ materially from those expressed in such forward-looking
statements. Such risks and uncertainties include, but are not limited to,
general economic conditions, availability and pricing of raw materials including
hydroxylamine and nitric acid, supply/demand balance for key products, new
product development, manufacturing efficiencies, conditions of and product
demand by key customers, the timely completion and start up of construction
projects, pricing pressure as a result of domestic and international market
forces and insurance coverage and timing of any claim payments related to the
disruption in supply of hydroxylamine, the interruption in the supply of nitric
acid at the Baytown, TX facility and other factors as may be discussed in the
company's Form 10-K for the fiscal year ended December 31, 1999.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to changes in financial market conditions in the
normal course of its business, including changes in interest rates and foreign
currency exchange rates. At September 30, 2000, the Company's derivative and
other financial instruments related to foreign operations included a series of
yen option collars representing total option puts and calls of 80 million yen
each, with a minimum U.S. dollar value of $0.7 million and a maximum U.S. dollar
value of $0.9 million, and contract expiration dates ranging from October 2000
through January 2001. The Company also has short-term debt denominated in
Japanese yen with a current U.S. dollar value of $8.2 million. Due to the
short-term nature and amount of these yen obligations, the Company does not
consider its exposure to fluctuations in foreign currency exchange rates or
interest rates to be material.
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<PAGE> 12
The Company utilizes fixed and variable-rate debt to maintain liquidity
and fund its domestic business operations, with the terms and amounts based on
business requirements, market conditions and other factors. At September 30,
2000, this included long-term debt denominated in U.S. dollars and long-term
revolving credit facility borrowings. The market value of the Company's fixed
rate borrowings was approximately $24.0 million. A 100 basis point change in
interest rates (all other variables held constant) as of September 30, 2000,
would result in an approximate $1.0 million annualized change in fair market
value but would not affect interest expense or cash flow. At September 30, 2000,
the Company had $13.0 million in variable-rate debt. A 100 basis point change in
interest rates (all other variables held constant) on this portion of the
Company's debt would result in an annualized change in interest expense of
approximately $0.13 million.
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
Exhibit 27.1 - Restated Financial Data Schedule
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Registrant during the
three months ended September 30, 2000.
12
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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.
CHEMFIRST INC.
November 13, 2000 /s/ J. Kelley Williams
------------------ ----------------------
Date J. Kelley Williams
Chairman and Chief Executive Officer
November 13, 2000 /s/ Troy B. Browning
------------------- ---------------------
Date Troy B. Browning
Controller (Principal Accounting Officer)
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
27 Financial Data Schedule
27.1 Restated Financial Data Schedule
</TABLE>
