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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-13404
GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 22-3649282
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 929-2606
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 _____
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GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 2000
INDEX
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PAGE NO.
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PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Statements of Operations - Three Months
And Six Months Ended June 30, 1999 and 2000........................... 1
Consolidated Balance Sheets - December 31, 1999 and
June 30, 2000......................................................... 2
Consolidated Statements of Cash Flows - Six Months
Ended June 30, 1999 and 2000.......................................... 3
Notes to Consolidated Financial Statements............................. 4-5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................. 6-7
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K.................................. 7
SIGNATURES................................................................. 8
EXHIBIT INDEX.............................................................. 9
EXHIBITS ................................................................. 10
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- ------------------------
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues.............................................. $69,165 $65,774 $130,637 $119,954
Cost of sales............................................. 53,922 56,624 105,226 102,502
Selling, general and administrative expense............... 6,242 4,070 10,257 8,255
------- ------- -------- --------
Operating profit.......................................... 9,001 5,080 15,154 9,197
Interest expense.......................................... 3,433 3,892 6,102 7,773
Interest income........................................... 284 238 581 544
Other (income) expense, net............................... (34) 61 (149) 72
------- ------- -------- --------
Income before income taxes and minority interest.......... 5,886 1,365 9,782 1,896
Minority interest......................................... 2,920 2,375 5,507 5,426
------- ------- -------- --------
Income (loss) before income taxes......................... 2,966 (1,010) 4,275 (3,530)
Income tax provision (benefit)............................ 671 (1,195) 1,001 (2,459)
------- ------- -------- --------
Net income (loss).............................. $ 2,295 $ 185 $ 3,274 $ (1,071)
======= ======= ======== ========
</TABLE>
See the accompanying notes to consolidated financial statements.
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GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
ASSETS
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DECEMBER 31, JUNE 30,
1999 2000
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(UNAUDITED)
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Current assets:
Cash and cash equivalents........................................... $ 24,688 $ 17,278
Receivables, net.................................................... 57,970 63,827
Inventories......................................................... 25,291 23,169
Deferred income taxes............................................... 6,089 6,074
Other current assets................................................ 4,816 9,768
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Total current assets............................................. 118,854 120,116
Property, plant and equipment, net......................................... 150,038 145,872
Other assets 22,322 22,013
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Total assets..................................................... $ 291,214 $ 288,001
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LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable..................................................... $ 27,625 $ 29,554
Accrued liabilities.................................................. 31,778 29,034
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Total current liabilities........................................ 59,403 58,588
Long-term debt............................................................. 150,919 149,920
Other liabilities.......................................................... 87,557 88,471
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Total liabilities................................................ 297,879 296,979
Minority interest.......................................................... 42,079 41,010
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Equity (Deficit):
Common Stock, $.01 par value; authorized 1,000 shares; issued:
1,000 shares at December 31, 1999 and June 30, 2000, respectively.. -- --
Capital deficit...................................................... (53,940) (53,895)
Accumulated other comprehensive income............................... 36 (182)
Retained earnings.................................................... 5,160 4,089
Total equity (deficit)............................................... (48,744) (49,988)
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Total liabilities and equity (deficit)........................... $ 291,214 $ 288,001
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See the accompanying notes to consolidated financial statements.
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GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
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SIX MONTHS ENDED
JUNE 30,
1999 2000
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Cash flows from operating activities:
Net income (loss) ....................................................... $ 3,274 $(1,071)
Adjustments to reconcile net income (loss) to net cash provided (used) by
operating activities
Depreciation and amortization ......................................... 8,570 9,741
Increase in receivables ............................................... (7,514) (5,857)
Decrease in inventories ............................................... 4,122 2,122
Increase in accounts payable ......................................... 5,705 1,929
Increase (decrease) in accrued liabilities ............................ 4,863 (2,744)
Decrease in income taxes payable ...................................... (1,988) --
Decrease in other liabilities and assets, net ......................... (5,955) (4,252)
Decrease in minority interest ......................................... (3,436) (1,069)
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Net cash provided (used) by operating activities .................. 7,641 (1,201)
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Cash flows from investing activities:
Capital expenditures .................................................... (9,346) (6,254)
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Net cash used for investing activities ............................ (9,346) (6,254)
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Cash flows from financing activities:
Net transactions with GenTek ............................................ (117,854) --
Proceeds from long-term debt ............................................ 145,439 --
Other financing activities .............................................. (444) 45
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Net cash provided by financing activities ......................... 27,141 45
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Increase (decrease) in cash and cash equivalents ............................... 25,436 (7,410)
Cash and cash equivalents at beginning of period ............................... 1,127 24,688
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Cash and cash equivalents at end of period ..................................... $ 26,563 $17,278
========= =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest .............................................................. $ 310 $ 7,361
</TABLE>
See the accompanying notes to consolidated financial statements.
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GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
General Chemical Industrial Products Inc. (the "Company" or "GCIP") is
a leading North American supplier of soda ash and calcium chloride to a broad
range of industrial and municipal customers. The primary end markets for soda
ash include glass production, sodium-based chemicals, powdered detergents, water
treatment and other industrial end uses. Calcium chloride is mainly used for
dust control and roadbed stabilization during the summer and melting ice during
the winter.
The Company is a wholly-owned subsidiary of The General Chemical
Group Inc ("GCG"). The Company was formed on April 30, 1999 as part of the
separation by GCG of its Manufacturing and Performance Products business from
its soda ash and calcium chloride business through a distribution of stock of
GenTek Inc. ("GenTek") to stockholders of GCG (the "Spinoff"). In connection
with the Spinoff, GCG transferred its soda ash and calcium chloride business
to GCIP and transferred its Manufacturing and Performance Products business to
a wholly-owned subsidiary, GenTek and distributed the stock of GenTek to
shareholders of GCG. On April 30, 1999, GCG and GenTek became separate
publicly-traded companies on the New York Stock Exchange. GCG continues to trade
using the GCG symbol. GCG owns and operates the Company, and GenTek owns and
operates the businesses comprising the Manufacturing and Performance Products
segments.
These unaudited financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. The financial
statements do not include certain information and footnotes required by
generally accepted accounting principles. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for the
six months ended June 30, 2000 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000. The Company's
financial statements should be read in conjunction with the financial statements
and the notes thereto for the year ended December 31, 1999 included in the Form
10-K.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin: No. 101 - Revenue Recognition in Financial Statements
("SAB 101"), which provides guidance related to revenue recognition based on
interpretation and practices followed by the SEC. SAB 101 is effective for the
Company during the fourth fiscal quarter of the current year. The Company does
not expect the adoption of SAB 101 to have a material effect on the Company's
results of operations or financial condition or cash flows.
Certain prior-period amounts have been reclassified to conform with the
current-year presentation.
NOTE 2 - COMPREHENSIVE INCOME (LOSS)
Total comprehensive income (loss) is comprised of net income (loss) and
foreign currency translation gains and (losses). Total comprehensive income
(loss) for the six months ended June 30, 1999 and 2000 was $3,301 and $(1,289),
respectively.
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GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 3 - ADDITIONAL FINANCIAL INFORMATION
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The components of inventories were as follows: DECEMBER 31, JUNE 30,
1999 2000
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(UNAUDITED)
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Raw materials...................................... $ 3,603 $ 2,469
Work in process.................................... 1,301 2,404
Finished products.................................. 12,704 9,856
Supplies and containers............................ 7,683 8,440
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$ 25,291 $ 23,169
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NOTE 4 - RELATED PARTY TRANSACTIONS
MANAGEMENT AGREEMENT
GCG is party to a management agreement with Latona Associates (which is
controlled by a stockholder of the Company) under which the Company receives
corporate supervisory and administrative services and strategic guidance for a
quarterly fee. The Company's share of this management fee is $738 and $773 for
the six months ended June 30, 1999 and 2000, respectively.
TRANSITION SUPPORT AGREEMENT
GCG and GenTek have entered into various transition agreements that
provide mechanisms for an orderly transition after the Spinoff. For the
six-months ended June 30, 1999 and 2000, the Company paid GenTek $618 and
$900 related to these transition agreements.
OTHER TRANSACTIONS
The Company supplies soda ash to GenTek. For the six months ended June
30, 1999 and 2000, sales to GenTek amounted to $5,106 and $2,422, respectively.
NOTE 5 - GEOGRAPHIC INFORMATION
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TOTAL REVENUES OPERATING PROFIT
JUNE 30, JUNE 30,
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1999 2000 1999 2000
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United States............................. $ 93,312 $ 89,479 $ 9,391 $10,174
Foreign ................................. 51,790 46,434 5,838 (977)
Elimination .............................. (14,465) (15,959) (75) --
-------- -------- ------- -------
$130,637 $119,954 $15,154 $ 9,197
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</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
June 30, 2000 Compared with December 31, 1999
Financial Condition
Cash and cash equivalents were $17.3 million at June 30, 2000 compared
with $24.7 million at December 31, 1999. During the first six months of 2000,
the Company used cash flow from operating activities of $1.2 million, and used
cash of $6.3 million for capital expenditures.
The Company had working capital of $61.5 million at June 30, 2000 as
compared with $59.5 million at December 31, 1999. The increase in working
capital principally reflects higher receivables and other current assets
partially offset by lower cash and inventory balances.
Results of Operations
June 30, 2000 Compared with December 31, 1999
Net revenues for the three and six month periods ended June 30, 2000
decreased 4.9 percent and 8.1 percent to $65.8 million and $120.0 million,
respectively, from $69.2 million and $130.6 million for the comparable prior
year periods. Net revenues were negatively affected by lower calcium chloride
volumes due to warm winter weather and wet spring weather as well as lower soda
ash prices.
Gross profit for the three month period ended June 30, 2000 decreased
$6.0 million to $9.2 million from $15.2 million for the comparable prior year
period. Gross profit as a percentage of net revenues for the three-month period
ended June 30, 2000 decreased to 14.0 percent from 22.0 percent for the same
period in 1999. Gross profit for the six- month period ended June 30, 2000
decreased $7.9 million to $17.5 million from $25.4 million for the comparable
prior year period. Gross profit as a percentage of net revenues for the
six-month period ended June 30, 2000 decreased to 14.6 percent from 19.5 percent
for the same period in 1999. These decreases were primarily due to the
above-mentioned decrease in net revenues as well as higher energy costs.
Selling, general and administrative expense decreased $2.2 million and
$2.0 million for the three and six month periods ended June 30, 2000 as compared
to the prior period principally due to the $1.9 million one-time charge related
to the Spinoff in the second quarter of 1999. Selling, general and
administrative as a percentage of net revenues for the three and six month
period ended June 30, 2000 and 1999 decreased to 6.2 percent from 9.0 percent
and to 6.9 percent from 7.9 percent primarily due to the above-mentioned
one-time charge.
Interest expense for the three and six month periods ended June 30,
2000 was $3.9 million and $7.8 million, which was $0.5 million and $1.7 million
higher, respectively, than the comparable prior period levels as a result of the
issuance of the Senior Subordinated Notes and borrowings under the Credit
Facility.
Minority interest for the three and six month periods ended June 30,
2000 was $2.4 million and $5.4 million, respectively, versus $2.9 million and
$5.5 million for the same period in 1999. The decreases in both periods reflect
lower earnings due to lower soda ash pricing of General Chemical (Soda Ash)
Partners.
Net income (loss) was $0.2 million and ($1.1) million for the three and
six-month periods ended June 30, 2000, respectively, versus net income of $2.3
million and $3.3 million for the comparable prior year periods, for the
foregoing reasons, net of available income tax benefits.
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QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not expect to enter into financial instruments for
trading purposes. The Company anticipates periodically entering into interest
rate swap agreements to effectively convert all or a portion of its
floating-rate debt to fixed-rate debt in order to reduce its exposure to
movements in interest rates. Such agreements would involve the exchange of fixed
and floating interest rate payments over the life of the agreement without the
exchange of the underlying principal amounts. The Company also anticipates
periodically entering into currency agreements to partially reduce its exposure
to movements in currency exchange rates. Swap agreements will only be entered
into with strong creditworthy parties.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27.01 Financial Data Schedule
(b) No reports were filed on Form 8-K.
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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.
GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
Registrant
Date August 11, 2000 /s/ De Lyle W. Bloomquist
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DE LYLE W. BLOOMQUIST
President and Chief Executive Officer
(Principal Executive Officer) and Director
Date August 11, 2000 /s/ David S. Graziosi
--------------- -------------------------------------------
DAVID S. GRAZIOSI
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
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27 Financial Data Schedule.................................................. 10
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