<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
QUARTERLY REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the quarter ended September 30, 1998 Commission file number 1-11013
SPECIALTY CHEMICAL RESOURCES, INC.
----------------------------------
Exact name of registrant as specified in its charter
Delaware 34-1366838
---------------------- ------------------------
State of incorporation I.R.S. Employer I.D. No.
9055 S. Freeway Drive; Macedonia, Ohio 44056
---------------------------------------------
Address of principal executive offices and zip code
(330)468-1380
--------------
Registrant's telephone number, including area code
Indicate by a 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 twelve (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 ninety(90) days. Yes X No .
--- -----
The number of outstanding shares of the Registrant's common stock as of
October 16, 1998 was 3,882,260.
- ------------------------------------------------------------------------------
- ---------------------------------Page 1 of 15--------------------------------
<PAGE> 2
Specialty Chemical Resources, Inc.
Form 10-Q/A
For the quarter ended September 30, 1998
Index
Part I Financial Information Page
Item 1. Financial Statements......................................3
Condensed Balance Sheets..................................3
Condensed Statements of Operations, 3 months..............5
Condensed Statements of Operations, 9 months..............6
Condensed Statements of Cash Flows, 3 months..............7
Condensed Statements of Cash Flows, 9 months..............8
Notes to Financial Statements.............................9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............10
Page 2 of 15
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Specialty Chemical Resources, Inc.
Condensed Balance Sheets
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
(Unaudited) (Audited)
------------------ -----------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 3,100 $ 3,100
Accounts receivables 4,604,941 5,338,168
Receivable - Other 459,706 343,657
Inventories - LIFO 7,362,040 8,944,905
Prepaid expenses 437,015 360,196
------------ ------------
Total current assets 12,866,802 14,990,026
Property, plant and equipment
At cost 18,214,557 17,740,267
Less accumulated depreciation
and amortization (6,517,278) (5,536,789)
------------ ------------
11,697,279 12,203,478
Other assets
Goodwill 873,259 894,319
Product formulation 479,702 692,894
Deferred financing 394,414 435,117
Other 286,404 302,044
------------ ------------
2,033,779 2,324,374
------------ ------------
Total assets $ 26,597,860 $ 29,517,878
============ ============
</TABLE>
See accompanying Notes to Financial Statements.
Page 3 of 15
<PAGE> 4
Specialty Chemical Resources, Inc.
Condensed Balance Sheets
(continued)
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
(Unaudited) (Audited)
------------ ------------
Current liabilities
<S> <C> <C>
Current maturities $ 1,153,355 $ 1,057,497
Accounts payable 3,765,637 6,893,119
Accrued expenses 401,742 624,759
------------ ------------
Total current liabilities 5,320,734 8,575,375
Long-term obligations 16,789,312 15,445,820
Stockholders' equity
Preferred stock - $.01 par value;
authorized 1,996,500 shares
Common stock - $.10 par value;
authorized 13,000,000 shares;
issued and outstanding 3,947,760
and 3,947,760 394,777 394,777
Additional paid in capital 41,935,125 41,935,125
Less common stock in treasury,
At cost; 65,500 shares (118,722) (118,722)
Accumulated deficit (37,723,366) (36,714,497)
------------ ------------
4,487,814 5,496,683
------------ ------------
$ 26,597,860 $ 29,517,878
============ ============
</TABLE>
See accompanying Notes to Financial Statements.
Page 4 of 15
<PAGE> 5
Specialty Chemical Resources, Inc.
Condensed Statements of Operations
(Unaudited)
For the 3 month periods ended:
<TABLE>
<CAPTION>
September 30, 1998 September 30, 1997
------------------ ------------------
<S> <C> <C>
Net sales $ 8,611,291 $ 10,554,727
Cost of goods sold 6,958,350 8,685,176
------------ ------------
Gross profit 1,652,941 1,869,551
Selling, general and administrative
expenses 1,548,668 1,794,787
Amortization of intangibles 106,584 257,361
------------ ------------
Operating profit (loss) (2,311) (182,597)
Other (income) expense
Interest expense 439,363 415,029
Other -0- (16,562)
------------ ------------
439,363 398,467
------------ ------------
Earnings (loss) before income
taxes (441,674) (581,064)
Income taxes -0- -0-
------------ ------------
Earnings (loss) (441,674) (581,064)
============ ============
Earnings (loss) per common share: $ (.11) $ (.15)
Weighted average shares outstanding 3,882,260 3,882,264
</TABLE>
See accompanying Notes to Financial Statements.
Page 5 of 15
<PAGE> 6
Specialty Chemical Resources, Inc.
Condensed Statements of Operations
(Unaudited)
For the 9 month periods ended:
<TABLE>
<CAPTION>
September 30, 1998 September 30, 1997
------------------ ------------------
<S> <C> <C>
Net sales $ 27,997,442 $ 30,107,509
Cost of goods sold 22,443,297 24,386,515
------------ ------------
Gross profit 5,554,145 5,720,994
Selling, general and administrative
expenses 5,002,429 4,786,326
Amortization of intangibles 319,718 772,683
------------ ------------
Operating profit 231,998 161,985
Other (income) expense
Interest expense 1,240,867 1,014,206
Other -0- (66,139)
------------ ------------
1,240,867 948,067
Earnings (loss) before income
taxes (1,008,869) (786,082)
Income taxes (benefit) -0- -0-
------------ ------------
Earnings (loss) (1,008,869) (786,082)
Earnings (loss) per common share: $ (.26) $ (.20)
Weighted average shares outstanding 3,882,261 3,882,264
</TABLE>
See accompanying Notes to Financial Statements.
Page 6 of 15
<PAGE> 7
Specialty Chemical Resources, Inc.
Condensed Statements of Cash Flows
(Unaudited)
For the 3 month periods ended:
<TABLE>
<CAPTION>
September 30, 1998 September 30, 1997
------------------ ------------------
<S> <C> <C>
Net cash provided (used) by operating
activities $ 620,959 $ 911,182
Cash flows from investing activities:
Capital expenditures, other (21,538) (109,496)
Purchase of assets from Hysan Corp. -0- (224,437)
------------ ------------
Net cash (used) by investing
activities (21,538) (333,933)
Cash flows from financing activities:
Payments on revolver (9,558,009) (12,001,221)
Proceeds on revolver 8,958,588 11,384,463
------------ ------------
Net cash provided (used) by
financing activities (599,421) (616,758)
------------ ------------
Net increase (decrease) in cash
and cash equivalents -0- (39,509)
Cash and cash equivalents at beginning
of period 3,100 42,609
------------ ------------
Cash and cash equivalents at end
of period $ 3,100 $ 3,100
============ ============
</TABLE>
See accompanying Notes to Financial Statements.
Page 7 of 15
<PAGE> 8
Specialty Chemical Resources, Inc.
Condensed Statements of Cash Flows
(Unaudited)
For the 9 month periods ended:
<TABLE>
<CAPTION>
September 30, 1998 September 30, 1997
------------------ ------------------
<S> <C> <C>
Net cash provided (used) by operating
activities $ (709,514) $ 3,364,362
Cash flows from investing activities:
Capital expenditures, other (507,986) (685,293)
Purchase of assets from Hysan Corp. -0- (7,009,437)
------------ ------------
Net cash (used) by investing
activities (507,986) (7,694,730)
Cash flows from financing activities:
Proceeds from notes 1,500,000 -0-
Payments on revolver (31,329,938) (34,690,721)
Proceeds on revolver 31,047,438 38,855,548
------------ ------------
Net cash provided (used) by
financing activities 1,217,500 4,164,827
------------ ------------
Net increase (decrease) in cash
and cash equivalents -0- (165,541)
Cash and cash equivalents at beginning
of period 3,100 168,641
------------ ------------
Cash and cash equivalents at end
of period $ 3,100 $ 3,100
============ ============
</TABLE>
See accompanying Notes to Financial Statements.
Page 8 of 15
<PAGE> 9
Specialty Chemical Resources, Inc.
Notes to Financial Statements
Note A - Summary of Significant Accounting Policies
The accompanying audited and unaudited financial statements have been
prepared in conformity with generally accepted accounting principles and all
adjustments are of a normal recurring nature and are, in the opinion of
management, necessary to present fairly the financial position of Specialty
Chemical Resources, Inc. (the "Company") at December 31, 1997 and September 30,
1998 and the results of operations and cash flows for the interim periods ended
September 30, 1998 and 1997.
Any significant accounting policies employed in the preparation of the
financial statements are included in the Company's most recent Form 10-K.
Note B - Inventories
Inventories are stated at the lower of cost or market determined by the
last-in, first-out (LIFO) method for raw materials and the first-in, first-out
(FIFO) method for finished goods.
The Company's inventories consisted of the following at:
<TABLE>
<CAPTION>
September 30, December 3l,
1998 1997
------------- ------------
<S> <C> <C>
Raw materials $4,385,036 $5,416,048
Finished goods 3,672,561 4,224,414
---------- ----------
Total FIFO cost 8,057,597 9,640,462
Less: Excess of FIFO cost over
LIFO 695,557 695,557
---------- ----------
Total LIFO cost $7,362,040 $8,944,905
---------- ----------
</TABLE>
Note C - Legal Proceedings
There have been no material changes in the status of legal proceedings
pending against the Company from that which was reported on the Company's
most recent Form 10-K, except as follows:
1. 9150 GROUP V. AEROSOL SYSTEMS, INC., A DIVISION OF SPECIALTY CHEMICAL
RESOURCES, INC., Case No. 297562, now pending in the Cuyahoga County Court of
Common Pleas. Since discovery was not completed, the May 19, 1998 trial date
for the case was continued. No new trial date has been set.
2. HYSAN ASSET PURCHASE TRANSACTION CLAIMS:
In August, 1998, Hysan Corporation filed a demand for arbitration
before the American Arbitration Association in Chicago in connection with its
asset purchase agreement with the Company. In its demand, Hysan Corporation
seeks compensatory damages from the Company (from a post-closing escrow account)
in the amount of $251,000. The Company has denied the material allegations in
the arbitration demand and has asserted a counterclaim against Hysan
Corporation seeking $542,863.96 from the post-closing escrow account and, to
the extent that the amount sought exceeds the escrow account, from Hysan
Corporation.
3. MACEDONIA PLANT ISSUES:
A. With regard to the closure plan which the Company submitted to the
Ohio Environmental Protection Agency ("the Ohio EPA") to address contamination
identified at the Macedonia Plant, the Company believes that, as of September
23, 1998, the total costs of necessary closure activities are consistent with
previously disclosed cost estimates which range from $1,526,300 to $2,000,000.
Based on a recent risk assessment performed by one of the Company's
environmental consultants, the Company believes that necessary remedial
activities have been substantially completed.
B. The Company is currently negotiating with the Attorney General
regarding the Company's alleged violations of the 1990 Consent Order.
C. On May, 21, 1998, the Company received a letter from the Ohio EPA
alleging that odors from the Macedonia Plant and dust from its unpaved parking
lot constitute a nuisance. Further, the Ohio EPA contends that the Company must
submit revised permit applications for its can filling and gassing lines, which
according to the Ohio EPA have been erroneously granted permits to allow the
filling part of each line to be a separate emissions unit. The Company does not
believe that odors from its Macedonia Plant or dust from its parking lot
constitute a nuisance as defined by applicable law. However, the Ohio EPA's
request for the Company to re-evaluate and re-submit its existing air permits
ultimately may require the addition of supplemental air pollution control
technology at the Macedonia Plant or lead to litigation regarding such permit
issues.
Page 9 of 15
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
The following table sets forth, for the periods indicated, the
percentage relationship to net sales of certain items included in the Company's
Statement of Operations.
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
------------- -------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales................................... 100.0% 100.0% 100.0% 100.0%
Cost of goods sold.......................... 80.2% 81.0% 80.8% 82.3%
Gross profit.............................. 19.8% 19.0% 19.2% 17.7%
Selling, general and administrative expenses 17.9% 15.9% 18.0% 17.0%
Operating profit.(loss).................... .8% .5% 0.0% (1.7%)
Interest expense............................ 4.4% 3.4% 5.1% 3.9%
</TABLE>
Net sales of $27,997,000 for the nine months ended September 30, 1998
were $2,111,000, or 7.0% below the comparable period in the prior year. The
decrease is due to reduced unit volume of the Company's Janitorial/Sanitation
and Automotive Products.
For the third quarter ended September 30, 1998, net sales of $8,611,000
were $1,944,000, or 18.4% below the comparable period in the prior year. The
decrease in net sales is due to the same reasons discussed above with respect to
the nine-month period.
Cost of goods sold for the nine-month period ended September 30, 1998,
decreased by $1,944,000 as compared to the same period in the prior year. This
decrease was due principally to reduced unit volume discussed above and cost
reduction efforts initiated earlier this year. Cost of goods sold decreased as a
percentage of net sales from 81.0% to 80.2% for the nine-month periods ended
September 30, 1997 and 1998, respectively, due to cost reduction efforts that
include improved labor productivity, as well as improved material utilization
efficiencies.
Page 10 of 15
<PAGE> 11
Cost of goods sold decreased by $1,727,000 for the three-months ended
September 30, 1998 as compared to the same period in the prior year. This
decrease was due principally to the reduced unit volume discussed above and cost
reduction efforts. Cost of goods sold decreased as a percentage of net sales
from 82.3% to 80.8% for the three-months ended September 30, 1998 as compared to
the same period in the prior year. The decrease as a percentage of net sales was
due to cost reduction efforts that include improved labor productivity, as well
as improved material utilization efficiencies.
Selling, general and administrative expenses were $5,002,000 for the
nine-month period September 30, 1998, or 17.9% of net sales. Selling, general
and administrative expenses were $4,786,000 or 15.9% of net sales for the
nine-month period ended September 30, 1997. The increase in selling, general and
administrative expense dollars is due to increased staffing and compensation
costs which were the result of the acquisition of the Hysan assets in May, 1997.
See "Liquidity and Capital Resources". The increased percentage is due to the
increased costs and the decrease in sales.
Selling, general and administrative expenses were $1,549,000 for the
quarter ended September 30, 1998, or 18.0% of net sales. Selling, general and
administrative expenses were $1,795,000, or 17.0% of net sales for the
three-month period ended September 30, 1997. The decrease in selling, general
and administrative expense is due to cost reduction initiatives undertaken by
the Company and a reduction of volume-related selling expenses. The increased
percentage is due to the decrease in sales.
Interest expense for the nine-months ended September 30, 1998, was 4.4% of
net sales versus 3.4% for the comparable period in the prior year. Interest
expense was $1,241,000 for the nine-months ended September 30, 1998 as compared
to $1,014,000 for the nine-months ended September 30, 1997. The increase in
interest expense is due to increased borrowing under the Company's senior credit
facility which was due to the acquisition of the Hysan assets in May, 1997. See
"Liquidity and Capital Resources".
Interest expense for the quarter ended, September 30, 1998, was 5.1% of net
sales versus 3.9% for the comparable period in the prior year. Interest expense
was $439,000 for the quarter ended September 30, 1998 as compared to $415,000
for the same period in 1997. The increase in interest expense is due to
increased borrowings under the Company's senior credit facility. See "Liquidity
and Capital Resources".
Page 11 of 15
<PAGE> 12
The Company recorded a net loss for the nine-months ended September 30,
1998 of $1,008,869, or $.26 per share on weighted average shares outstanding of
3,882,261. This compared to a net loss of $786,082, or $.20 per share on
weighted average shares outstanding of 3,882,264 for the same period in the
prior year.
For the quarter ended September 30, 1998, the Company had a net loss of
$441,674, or $.11 per share on weighted average shares outstanding of 3,882,260
as compared to a net loss of $581,064, or $.15 per share on weighted average
shares outstanding of 3,882,264 for the same period in the prior year.
Liquidity and Capital Resources
As of September 30, 1998, the Company's ratio of current assets to current
liabilities was 2.42 to 1 and the quick ratio (cash, cash equivalents, and
accounts receivable, divided by current liabilities) was .97 to 1.
During the nine-months ended September 30, 1998, the Company incurred
$1,241,000 in interest expense and made interest payments totaling $1,013,000.
Accrued interest at September 30, 1998 was $100,000. Most of the Company's
interest expense is related to the Company's credit agreement with a bank, the
$4,000,000 of 6% subordinated convertible debt, issued October, 1996 and the
$1,500,000 12% subordinated notes, issued June 15, 1998.
On May 22, 1997 the Company, in connection with the acquisition of the
Hysan Assets, executed an amendment to its current credit agreement (the "Credit
Agreement") with its senior lender Star Bank, N.A. The amended Credit Agreement
provides for a $15,000,000 facility which expires on December 31, 2000,
comprised of a revolving line of credit and three term loans, one of which has
been repaid. Borrowings on the revolving line of credit and one of the remaining
term loans bears interest at the prime rate plus 1.5%, subject to decrease if
certain ratios and financial test are met, while the other term loan bears
interest at the prime rate plus 4.5%. Under the terms of the Credit Agreement,
the Company is required to comply with various covenants, the most restrictive
of which relates to the maintenance of certain financial ratios, levels of
tangible net worth, limits on capital expenditures and restrictions on
distributions from the Company to its stockholders. On April 14, 1998, the
Company and the senior lender executed a Second Amendment to the Credit
Agreement whereby the senior lender revised the various financial covenants and
required that the Company provide an acceptable plan to the bank to provide
additional capital for the Company. On May 20, 1998 the Company and its senior
lender executed a third amendment to the Credit Agreement related to the
implementation of the Company's recapitalization plan. On November 12, 1998, the
Company and its senior lender executed a Fourth
Page 12 of 15
<PAGE> 13
Amendment to the Credit Agreement, to allow the Company to issue $1,800,000 of
new Subordinated Convertible Notes, to reduce the total credit facility from $15
million to $14 million, to revise repayment schedules for the two continuing
term loans and to revise certain financial covenants. The revised term loan
repayment schedule does not alter the monthly amount of repayment, but
restructures the application of repayment to pay off the higher interest bearing
(prime +4.5%) term loan first and then commence repayment of the lower interest
(prime +1.5%) term loan. The Company is currently in compliance with all
covenants set by the Fourth Amendment to the Credit Agreement.
As of September 30, 1998, approximately $204,000 was unused and available
under the Credit Agreement.
During January, 1998, the Company refinanced the mortgage on its
distribution center and corporate offices with a $1,125,000 note with a new
bank. The note, which bears interest at 8.75%, requires twelve monthly interest
only payments until February 1, 1999. Commencing on February 1, 1999, the note
requires 167 monthly principal and interest payments of $11,790, the final
payment being due on November 1, 2012. The borrowing is collateralized by a
facility which serves as the Company's distribution center and corporate
offices.
On May 20, 1998, the Company issued three $150,000 principal amount
subordinated promissory notes to Martin Trust, CEW Partners and Edwin M. Roth,
respectively (the "Investors"). Such notes were due June 22, 1998. On June 15,
1998, the Company issued three $500,000 principal amount promissory notes
subordinated to the bank (the "Subordinated Notes") to such Investors in part to
refinance the original notes issued on May 20, 1998. Such Subordinated Notes are
due December 15, 1998. The Investors and the Company agreed at the time these
loans were made that the Bridge Notes would be refinanced with the net proceeds
of a pro rata rights offering of Company debt to its stockholders and its
holders of Original Notes. On November 3, 1998, the Company filed a registration
statement for an offering of subscription rights to purchase an aggregate
principal amount of $1,800,000 of 6% Convertible Subordinated Notes due in
ten years (the "New Notes") to stockholders and holders of the 6% Convertible
Subordinated Notes due 2006 (the "Original Notes"). The net proceeds available
to the Company from the Rights Offering are anticipated to be approximately
$1,600,000. Such net proceeds will be used to repay certain indebtedness, along
with accrued interest, to the Investors. The Investors may cancel all or a
portion of the indebtedness represented by the Bridge Notes as payment of the
Subscription Price. In this case, the net proceeds available to the Company will
be less than $1,600,000 and the indebtedness to be repaid with such net proceeds
will be reduced by the same amount.
Page 13 of 15
<PAGE> 14
The Company spent $508,000 on capital improvements and other investing
activities during the nine-month period ended September 30, 1998. In addition,
the Company expects to spend up to $50,000 on capital improvements during the
balance of the current fiscal year, which are to be funded from operating cash
flows and borrowings under the credit agreement. Subject to the Company's
ability to refinance the Subordinated Convertible Notes through the rights
offering referred to above, or otherwise, the Company believes it has funds
available to it under its Credit Agreement and from operations that will enable
it to satisfy its operating needs and capital improvements for the current
fiscal year.
Year 2000
Many computer systems and software products will have trouble processing
data related to the Year 2000. Specialty Chemical has reviewed all of its
information technology and non-information technology computer systems, computer
chips and software products for Year 2000 problems and has determined that its
operational systems and products relating to production and shipments should not
have Year 2000 problems, but that certain financial systems and products and
outsourced payroll systems should be upgraded or replaced. Specialty Chemical
is currently in the process of replacing its vendor for outsourced payroll
systems. Specialty Chemical intends to begin replacing financial computer
systems and software products in early 1999 and believes that new systems and
products will be in place by the middle of 1999.
During 1998, Specialty Chemical made no expenditures relating to Year 2000
issues and used internal personnel to complete all work on such issues. In 1999,
Specialty Chemical expects to spend approximately $80,000 to complete its Year
2000 compliance efforts, which will be funded from operating cash flows and
borrowings under its credit agreement.
Specialty Chemical has received verbal and written responses from its
material suppliers and vendors regarding their Year 2000 compliance efforts. All
have responded that they either are compliant or have plans to be compliant
prior to the Year 2000. Specialty Chemical's contingency plan for uninterrupted
material supply sources includes maintaining multiple suppliers for most of its
raw materials and identifying back up suppliers for all key materials. However,
if Specialty Chemical's upgrade and replacement plan is not successful, or its
material suppliers or vendors develop Year 2000 problems, then Specialty
Chemical may suffer significant losses which would have a material adverse
effect on its business.
Forward-Looking Statements
Certain statements contained herein that are not statements of historical
facts are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are thus prospective. Such
forward-looking statements include, without limitation, statements regarding
expected financial performance, ongoing business strategies and possible future
action that the Company intends to pursue in order to achieve strategic
objectives. Such forward-looking statements are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from
future results expressed or implied by such forward-looking statements.
Important factors that could cause actual results to differ materially from the
results expressed or implied by any forward-looking statements ("Cautionary
Statements") include general economic conditions, conditions in the Company's
industry, the uncertainty of availability of net operating loss carryovers, the
outcomes of certain environmental and legal proceedings and the adequacy of Year
2000 compliance measures. All subsequent written and oral forward-looking
statements relating to the matters described herein and attributable to the
Company or to persons acting on behalf of the Company are expressly qualified in
their entirety by the Cautionary Statements.
Page 14 of 15
<PAGE> 15
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.
Specialty Chemical Resources, Inc.
By:/s/ DAVID F. SPINK January 18, 1999
-------------------------------
David F. Spink
Vice President, Chief Financial
Officer
Page 15 of 15
