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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[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, 1997 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 23218-2189
(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,
1997: 118,443,835.
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ETHYL CORPORATION
I N D E X
Page
Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets - March 31, 1997 and December
31, 1996 3 - 4
Consolidated Statements of Income - Three Months
Ended March 31, 1997 and 1996 5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1997 and 1996 6
Notes to Financial Statements 7 - 8
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 9 - 11
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 12
ITEM 5. Other Information 12
ITEM 6. Exhibits and Reports on Form 8-K 12
SIGNATURE 13
2
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
March 31
1997 December 31
ASSETS (unaudited) 1996
----------- ------------
Current assets:
Cash and cash equivalents $ 20,149 $ 20,148
Accounts receivable, less allowance for
doubtful accounts (1997 - $2,365; 1996 -
$2,375) 167,244 177,788
Inventories:
Finished goods and work-in-process 188,351 179,322
Raw materials 21,796 21,498
Stores, supplies and other 9,997 9,782
----------- ------------
220,144 210,602
Deferred income taxes and prepaid expenses 24,639 18,627
----------- ------------
Total current assets 432,176 427,165
----------- ------------
Property, plant and equipment, at cost 755,841 764,145
Less accumulated depreciation and
amortization (337,947) (333,268)
----------- ------------
Net property, plant and equipment 417,894 430,877
----------- ------------
Other assets and deferred charges 164,377 159,470
Goodwill and other intangibles - net of
amortization 72,475 77,657
--------- ------------
Total assets $ 1,086,922 $ 1,095,169
========== ============
See accompanying notes to financial statements.
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ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
March 31
1997 December 31
LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 1996
------------ ------------
Current liabilities:
Accounts payable $ 90,727 $ 74,939
Accrued expenses 57,764 64,167
Cash dividends payable 14,806 14,806
Long-term debt, current portion 6,714 6,701
Income taxes payable 29,319 20,298
-------- ----------
Total current liabilities 199,330 180,911
Long-term debt 303,019 325,480
Other noncurrent liabilities 84,438 84,502
Deferred income taxes 59,970 64,376
Shareholders' equity:
Common stock ($1 par value)
Issued - 118,443,835 in 1997 and 1996 118,444 118,444
Additional paid-in capital 2,799 2,799
Foreign currency translation adjustments (7,407) (1,888)
Retained earnings 326,329 320,545
-------- ----------
440,165 439,900
-------- ----------
Total liabilities and shareholders' equity $ 1,086,922 $ 1,095,169
========= =========
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
--------------------
1997 1996
-------- --------
Net sales $265,713 $ 242,185
Cost of goods sold 189,688 166,128
-------- --------
Gross profit 76,025 76,057
Selling, general and administrative expenses 22,259 23,843
Research, development and testing expenses 16,397 16,312
-------- --------
Operating profit 37,369 35,902
Interest and financing expenses 5,298 5,925
Other (income), net (338) (530)
-------- --------
Income before income taxes 32,409 30,507
Income taxes 11,820 11,477
-------- --------
Net income $ 20,589 $ 19,030
======= ========
Earnings per share $ .17 $ .16
======= =======
Shares used to compute earnings per share 118,444 118,456
======= =======
Cash dividends per share of common stock $ .125 $ .125
======= =======
See accompanying notes to financial statements.
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ETHYL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
(Unaudited)
Three Months Ended
March 31
--------------------
1997 1996
-------- --------
Cash and cash equivalents at beginning of year $ 20,148 $ 29,972
-------- --------
Cash flows from operating activities:
Net income 20,589 19,030
Adjustments to reconcile net income to cash flows
from operating activities:
Depreciation and amortization 16,912 13,415
Working capital decreases, net of effects from
acquisition 5,314 4,047
Other, net (47) 1,107
-------- --------
Cash provided from operating activities 42,768 37,599
-------- --------
Cash flows from investing activities:
Acquisition of business (net of $1,245 cash acquired) - (133,032)
Capital expenditures (5,607) (10,162)
Other, net 145 (371)
-------- --------
Cash used in investing activities (5,462) (143,565)
-------- --------
Cash flows from financing activities:
Additional long-term debt - 126,000
Repayment of long-term debt (22,500) -
Cash dividends paid (14,805) (14,805)
-------- --------
Cash (used in) provided from financing activities (37,305) 111,195
-------- --------
Increase in cash and cash equivalents 1 5,229
-------- --------
Cash and cash equivalents at end of period $ 20,149 $ 35,201
======== ========
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,
1997 and the consolidated results of operations and the consolidated
cash flows for the three-month periods ended March 31, 1997 and 1996.
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,
1996, Annual Report. The December 31, 1996, 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,
1997, 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 $134.3 million 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 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 January 1, 1996, 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 period ended March 31, 1996.
Three Months Ended
March 31
1996
----------
Net Sales $291,360
Net Income $ 21,920
Earnings Per Share $.19
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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
1997 1996
-------- -----------
Variable-rate bank loans (average effective
interest rate was 5.9% for the three-month
period ended March 31, 1997 and for the
year 1996) $276,500 $299,000
8.6% to 8.86% Medium-Term Notes due through
2001 33,750 33,750
------- -------
Total long-term debt 310,250 332,750
Less unamortized discount (517) (569)
------- -------
Net long-term debt $309,733 $332,181
Less current portion (6,714) (6,701)
------- -------
Long-term debt $303,019 $325,480
======= =======
(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, 1997 or December 31, 1996 consolidated balance sheets.)
4. Effective December 31, 1997, the Company will adopt Financial Accounting
Standards Board ("FASB") Statement No. 128 "Earnings Per Share" which will
supersede Accounting Principles Board ("APB") Opinion No. 15 "Earnings Per
Share." This new statement requires that "basic earnings per share" be
computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding for the period. "Diluted
earnings per share," if different, reflect potential dilution if stock
options or other contracts would result in the issue or exercise of
additional shares of common stock that shared in the earnings. "Basic
earnings per share" and "diluted earnings per share" will replace "primary
earnings per share" and "fully diluted earnings per share," respectively, as
described under APB Opinion No. 15, and must be reported on the income
statement.
FASB Statement No. 128 may not be adopted for quarterly periods prior to
December 31, 1997, but supplemental pro forma disclosure of the impact of
FASB Statement No. 128 may be reported.
Presently, management does not anticipate any material change in the
earnings per share amounts as a result of FASB Statement No. 128.
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following is management's discussion and analysis of certain significant
factors affecting the Company's results of operations during the periods
included in the accompanying consolidated statements of income and changes in
the Company's financial condition since December 31, 1996. The Company's
results of operations for the first quarter of 1997 and the first quarter of
1996 include the results of the lubricant additives business of Texaco Inc.
("Texaco") since it was acquired on February 29, 1996, while the balance sheets
at March 31, 1997, and December 31, 1996, include an allocation of the purchase
price and other purchase accounting adjustments as well as borrowing used to
finance the acquisition.
Some of the information presented in the following discussion constitutes
forward-looking comments within the meaning of the Private Securities
Litigation Reform Act of 1995. Although the Company believes its expectations
are based on reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual results will not
differ materially from its expectations. Factors which could cause actual
results to differ from expectations include, without limitation, the timing of
orders received from customers, the gain or loss of significant customers,
competition from other manufacturers, changes in the demand for the Company's
products, increases in the cost of the product, changes in the market in
general and significant changes in new product introduction resulting in an
increase in capital project requests and approvals leading to additional
capital spending.
Results of Operations
First Quarter 1997 Compared to First Quarter 1996
Net sales for the first quarter of 1997 amounted to $265.7 million, up $23.5
million (10%) from $242.2 million in the 1996 first quarter. The increase in
net sales was due to higher shipments ($25.3 million), partially offset by the
impact of lower selling prices ($1.8 million). The increased sales reflected
the inclusion of revenues from the worldwide lubricant additives business of
Texaco for three months in the 1997 period versus only one month in the 1996
period, and also higher shipments of certain other lubricant and fuel additives
as well as higher selling prices for lead antiknocks. These increases were
partly offset by lower shipments of lead antiknocks, reflecting market decline
as well as fluctuations in orders and shipping patterns, and slightly lower
selling prices of lubricant and certain other fuel additives.
Cost of goods sold in 1997 of $189.7 million increased $23.6 million (14%) from
$166.1 million in the 1996 quarter. The increase primarily reflected the
inclusion of cost of goods sold of the worldwide lubricant additives business
acquired from Texaco for three months in the 1997 quarter versus one month in
the 1996 quarter. The overall increase was due to higher shipments ($28.3
million), primarily lubricant additives shipments partly offset by lower lead
antiknock shipments, as well as the impact of lower costs ($4.7 million),
including lower per unit raw material costs in the 1997 quarter.
Gross profit amounted to $76.0 million in 1997 versus $76.1 million in 1996.
However, as a result of a 10% increase in net sales and a 14% increase in cost
9
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of goods sold in 1997 over 1996, the gross profit margin decreased to 28.6% in
the 1997 quarter from 31.4% in the 1996 quarter. The lower margins mainly
reflected a change in product mix, due to an increase in the extent to which
sales and profits come from lubricant additives and nonlead fuel additives, and
a net unfavorable foreign currency effect.
Selling, general and administrative expenses combined with research,
development and testing expenses amounted to $38.7 million in the first quarter
1997, down $1.5 million from $40.2 million in the first quarter 1996,
reflecting the Company's continuing application of strict cost controls. The
decrease primarily results from lower expenses related to marketing activities
for HITEC (R) 3000 performance additive ("MMT") and lower selling and
administrative expenses for lead antiknocks. Research, development and testing
expenses were about the same as in the prior period. As a percentage of net
sales, selling, general and administrative expenses, including research,
development and testing expenses decreased to 14.5% during the 1997 quarter
from 16.6% during the 1996 quarter.
Operating profit in the 1997 quarter increased to $37.4 million, up $1.5
million (4%) from $35.9 million in the 1996 quarter. Most of the increase
resulted from the benefit of the acquired lubricant additives business, offset
in part by lower operating profit from lead antiknocks, lower margins in the
1997 quarter and an unfavorable foreign currency effect. The lower margins
reflect a change in the product mix due to the increase in the extent to which
profits come from lubricant additives and nonlead fuel additives. Profit from
lead antiknocks for the second quarter of 1997 is expected to be below the
second quarter of 1996 due to a declining market as well as continuing
fluctuations in lead orders and shipping patterns.
Interest expense in 1997 decreased 11% to $5.3 million from $5.9 million in the
1996 quarter. The $0.6 million decline reflects approximately $0.1 million
lower interest cost from lower average interest rates for variable-rate debt as
well as approximately $0.6 million from a decrease in average debt outstanding,
reflecting the use of the Company's strong cash flow to reduce long-term debt,
offset to the extent of approximately $0.1 million by a reduction in the amount
of interest costs capitalized.
Other income, net, decreased to $338 thousand in the 1997 quarter from $530
thousand other income, net, in the 1996 quarter. The decrease reflects changes
in a number of immaterial nonoperating items.
Income Taxes
Income taxes in the first quarter 1997 increased 3% from the first quarter
1996, primarily due to a 6% increase in income before income taxes partly
offset by the impact of a slightly lower effective income tax rate (36.5% in
the 1997 quarter versus 37.6% in the 1996 quarter), primarily due to lower
state income taxes.
Financial Condition and Liquidity
Cash and cash equivalents at March 31, 1997, and year-end 1996 were about $20.1
million. Cash flows were more than sufficient to cover operating
10
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activities during the 1997 period. Cash flows from operating activities of
$42.8 million, were used to cover capital expenditures of $5.6 million and cash
dividends to shareholders of $14.8 million, as well as repayments of $22.5
million in long-term debt. Management anticipates that cash provided from
operations in the future will be sufficient to cover the Company's operating
expenses, service debt obligations, including reducing long-term debt, and make
dividend payments to shareholders.
The noncurrent portion of Ethyl's long-term debt amounted to $303.0 million at
March 31, 1997, representing a decrease in long-term debt of about $22.5
million from December 31, 1996. The Company also has a contingent note
associated with the 1996 lubricant additives acquisition of up to $60 million
payable to Texaco. The actual amount due on the contingent note will be
determined using an agreed upon formula based on volumes of certain acquired
product lines shipped during calendar years 1996 through 1998. The Company's
long-term debt as a percent of total capitalization was approximately 40.8% at
March 31, 1997, excluding the effect of the contingent note, compared to 42.5%
at December 31, 1996. The Company targets a range of 30% to 50% for its
long-term debt to total capitalization ratio, and currently intends to continue
to utilize a portion of its cash flow to reduce long-term debt.
The Company's capital spending program over the next three to five years is
expected to be somewhat higher than in 1996. Capital spending for environmental
and safety projects on plant expansion and replacement related construction
will likely be about the same as current levels. The capital spending is
expected to be financed with cash provided from operations.
Recent Developments
In Canada, legislation was introduced in May 1995 in the Canadian Parliament to
restrict the interprovincial transport of MMT in Canada as well as the import
of MMT into Canada. The legislation passed the House of Commons in December
1996 and passed the Senate in April 1997. It was signed into law on April 25,
1997, and becomes effective after 60 days.
On September 10, 1996, the Company served notice of intent on the Canadian
government that the Company intended to file a claim against the Canadian
government for damages under the arbitration provisions of the North American
Free Trade Agreement ("NAFTA"). The NAFTA allows a company to bring before an
arbitration panel claims against a NAFTA government for alleged violations of
that country's obligations toward foreign investors as required by the Treaty.
The Company's management contends the legislation violates Canada's obligations
relating to national treatment and performance requirements and constitutes
expropriation which would cause a significant impact on the Company's
investment in Ethyl Canada, Inc., the Toronto-based subsidiary of Ethyl. The
Company filed its NAFTA claim on April 14, 1997.
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PART II - Other Information
ITEM 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on April 24, 1997, the
shareholders elected the directors nominated in the Proxy with the
following affirmative votes and votes withheld:
Director Affirmative Votes Votes Withheld
-------- ----------------- --------------
William W. Berry 107,201,216 1,264,295
Phyllis L. Cothran 107,173,694 1,291,817
Bruce C. Gottwald 107,204,681 1,260,830
Thomas E. Gottwald 107,203,909 1,261,601
Gilbert M. Grosvenor 107,196,730 1,268,781
Sidney Buford Scott 107,221,525 1,243,986
Charles B. Walker 107,190,565 1,274,946
The shareholders also approved the selection of Coopers &
Lybrand as the Company's auditors with 108,097,127 affirmative
votes, 209,486 votes against and 158,898 abstentions.
ITEM 5. Other Information
Refer to "Recent Developments" in Item 2 "Management's Discussion
and Analysis of Results of Operations and Financial Condition" on
page 11.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
12
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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 5, 1997 By: s/ Charles B. Walker
Charles B. Walker
Vice Chairman of the Board,
Chief Financial Officer
and Treasurer
(Principal Financial Officer)
Date: May 5, 1997 By: s/ Wayne C. Drinkwater
Wayne C. Drinkwater
Controller
(Principal Accounting Officer)
13
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