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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Transition Period from to
For Quarter Ended March 31, 1996 Commission File Number 1-5112
ETHYL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0118820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
330 SOUTH FOURTH STREET
P. O. BOX 2189
RICHMOND, VIRGINIA 23219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (804) 788-5000
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
Number of shares of common stock, $1 par value, outstanding as of
April 30, 1996: 118,443,835.
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ETHYL CORPORATION
PURPOSE OF AMENDMENT: The purpose of this Form 10-Q/A is to correct a
clerical error in the pro forma net income and earnings per share included
in footnote 2 of Part I (Item 1) of the Form 10Q for the quarter ended
March 31, 1996 which was filed on May 14, 1996.
I N D E X
Page
Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets - March 31, 1996
and December 31, 1995 3 - 4
Consolidated Statements of Income - Three Months
Ended March 31, 1996 and 1995 5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1996 and 1995 6
Notes to Financial Statements 7 - 8
SIGNATURE 9
2
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ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
March 31
1996 December 31
ASSETS (unaudited) 1995
---------- -----------
Current assets:
Cash and cash equivalents $ 35,201 $ 29,972
Accounts receivable, less allowance for
doubtful accounts (1996 - $2,313; 1995 -
$2,317) 213,940 169,451
Inventories:
Finished goods 175,031 146,010
Raw materials 31,277 13,285
Stores, supplies and other 7,647 6,587
---------- -----------
213,955 165,882
Deferred income taxes and prepaid expenses 12,521 23,207
---------- -----------
Total current assets 475,617 388,512
---------- -----------
Property, plant and equipment, at cost 753,387 713,635
Less accumulated depreciation and
amortization (296,027) (285,327)
---------- -----------
Net property, plant and equipment 457,360 428,308
Other assets and deferred charges 152,724 151,833
Goodwill and other intangibles - net of
amortization 61,980 15,134
---------- -----------
Total assets $ 1,147,681 $ 983,787
========== ==========
See accompanying notes to financial statements.
3
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ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
March 31
1996 December 31
LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 1995
--------- -----------
Current liabilities:
Accounts payable $ 77,247 $ 55,903
Accrued expenses 65,990 58,682
Cash dividends payable 14,806 14,806
Income taxes payable 21,989 16,379
--------- ----------
Total current liabilities 180,032 145,770
Long-term debt 429,025 302,973
Other noncurrent liabilities 89,333 84,171
Deferred income taxes 36,299 40,745
Shareholders' equity:
Common stock ($1 par value)
Issued - 118,443,835 in 1996 and 1995 118,444 118,444
Additional paid-in capital 2,799 2,799
Foreign currency translation adjustments 729 2,090
Retained earnings 291,020 286,795
--------- ----------
412,992 410,128
--------- ----------
Total liabilities and shareholders' equity $ 1,147,681 $ 983,787
========== ==========
See accompanying notes to financial statements.
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ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited)
Three Months Ended
March 31
-------------------
1996 1995
------- --------
Net sales $242,185 $ 234,291
Cost of goods sold 166,128 152,112
------- --------
Gross profit 76,057 82,179
Selling, general and administrative expenses 23,843 23,400
Research, development and testing expenses 16,312 19,279
------- --------
Operating profit 35,902 39,500
Interest and financing expenses 5,925 6,264
Other (income), net (530) (400)
------- --------
Income before income taxes 30,507 33,636
Income taxes 11,477 12,143
------- --------
Net Income $ 19,030 $ 21,493
======= ========
Earnings per share $ .16 $ .18
======= ========
Shares used to compute earnings per share 118,456 118,438
======= ========
Cash dividends per share of common stock $ .125 $ .125
======= ========
See accompanying notes to financial statements.
5
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ETHYL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
(Unaudited)
Three Months Ended
March 31
--------------------
1996 1995
-------- --------
Cash and cash equivalents at beginning of year $ 29,972 $ 31,166
Cash flows from operating activities:
Net income 19,030 21,493
Adjustments to reconcile net income to cash flows
from operating activities:
Depreciation and amortization 13,415 10,932
Working capital decreases, net of effects from
acquistion 5,630 4,316
Other, net 1,107 848
-------- --------
Cash provided from operating activities 39,182 37,589
-------- --------
Cash flows from investing activities:
Acquisition of business (net of $1,245 cash acquired) (134,615) -
Capital expenditures (10,162) (13,541)
Other, net (371) 1,047
-------- --------
Cash used in investing activities (145,148) (12,494)
-------- --------
Cash flows from financing activities:
Additional long-term debt 126,000 -
Repayment of long-term debt - (2,500)
Cash dividends paid (14,805) (14,807)
Other, net - 196
-------- --------
Cash provided from (used in)financing activities 111,195 (17,111)
-------- --------
Increase in cash and cash equivalents 5,229 7,984
-------- --------
Cash and cash equivalents at end of period $ 35,201 $ 39,150
======== ========
See accompanying notes to financial statements.
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ETHYL CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(In Thousands Except Per-Share Amounts)
(Unaudited)
1. In the opinion of management, the accompanying consolidated
financial statements of Ethyl Corporation and Subsidiaries (the
"Company") contain all adjustments necessary to present fairly,
in all material respects, the Company's consolidated financial
position as of March 31, 1996, the consolidated results of
operations for the three-month periods ended March 31, 1996 and
1995 and the consolidated cash flows for the three-month periods
ended March 31, 1996 and 1995. All adjustments are of a normal,
recurring nature. These financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the December 31, 1995, Annual Report. The
December 31, 1995, consolidated balance sheet data was derived
from audited financial statements but does not include all
disclosures required by generally accepted accounting
principles. The results of operations for the three-month
period ended March 31, 1996, are not necessarily indicative of
the results to be expected for the full year.
2. On February 29, 1996, the Company completed the acquisition
of the worldwide lubricant additives business of Texaco Inc.,("Texaco")
including manufacturing and blending facilities, identifiable
intangibles and working capital. The acquisition, accounted for
under the purchase method, included a cash payment of $135.9
million (subject to adjustment based on final working capital
determinations) and a future contingent payment of up to $60
million. The cash payment was financed primarily under the
Company's revolving credit agreement. The payment of up to $60
million will become due on February 26, 1999, with interest
payable on the contingent debt until such date. The actual
amount of the contingent payment and total interest will be
determined using an agreed-upon formula based on volumes of
certain acquired product lines shipped during the calendar years
1996 through 1998, as specified in the contingent note
agreement. Texaco retained substantially all noncurrent
liabilities.
As the Company's 1996 financial statements only include one
month of operations of the recently acquired lubricant additive
business, the following selected unaudited pro forma information
is being provided to present a summary of the combined results
of the Company and the worldwide lubricant additives business of
Texaco as if the acquisition had occurred as of the beginning of
each respective period, giving effect to adjustments for
interest expense that would have been incurred to finance the
acquisition and other purchase accounting adjustments. The pro
forma data is for informational purposes only and may not
necessarily reflect the results of operations of Ethyl had the
acquired business operated as part of the Company for the
three-month periods ended March 31, 1996 and 1995.
Three Months Ended
March 31
1996 1995
------- -------
Net Sales $291,360 $321,527
Net Income $ 21,920 $ 24,146
Earnings Per Share $.19 $.20
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ETHYL CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (Cont'd.)
(In Thousands Except Per-Share Amounts)
(Unaudited)
3. Long-term debt consists of the following: March 31 December 31
1996 1995
-------- ---------
Variable-rate bank loans (average effective
interest rates were 6.0% for the three-month
period ended March 31, 1996 and 6.4% for
the year 1995) $387,000 $270,000
5.76% Bank Credit Agreement 9,000 -
8.6% to 8.86% Medium-Term Notes due through 2001 33,750 33,750
------- -------
Total long-term debt 429,750 303,750
Less unamortized discount (725) (777)
------- -------
Net long-term debt $429,025 $302,973
======= =======
(No portion of the contingent note payable principal related to the
purchase of the lubricant additives business from Texaco has been
recorded on the March 31, 1996 balance sheet.)
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SIGNATURE
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 there-unto duly authorized.
ETHYL CORPORATION
(Registrant)
Date: May 15, 1996 By: /s/ C. B. Walker
Vice Chairman of the Board,
Chief Financial Officer
and Treasurer
(Principal Financial Officer)
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