<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.20549
FORM 10-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the quarter ended March 31, 1999 Commission file number 1-11013
SPECIALTY CHEMICAL RESOURCES, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-1366838
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(State of incorporation) (I.R.S. Employer I.D. No.)
9055 S. Freeway Drive, Macedonia, Ohio 44056
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 468-1380
--------------
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 No X .
---- ----
The number of outstanding shares of the registrant's common stock as of
April 30, 1999 was 4,257,101. The registrant has no other class of stock
outstanding.
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Page 1 of 14
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Specialty Chemical Resources, Inc.
Form 10-Q
For the quarter ended March 31, 1999
Index
<TABLE>
<CAPTION>
Part I Financial Information Page
<S> <C>
Item 1. Financial Statements.........................................................................3
Condensed Balance Sheets...................................................................3-4
Condensed Statements of Operations, 3 Months.................................................5
Condensed Statements of Cash Flows, 3 Months.................................................6
Notes to Financial Statements..............................................................7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............................................9-13
Part II Other Information
Item 1. Legal Proceedings...........................................................................13
Item 6. Exhibits & Reports on Form 8-K..............................................................13
</TABLE>
Page 2 of 14
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Specialty Chemical Resources, Inc.
Condensed Balance Sheets
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
(Unaudited) (Audited)
------------- -----------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 3,100 $ 3,100
Accounts Receivables 5,250,271 4,511,220
Receivable - other 420,170 359,747
Inventories - LIFO 6,509,951 6,520,852
Prepaid expenses 233,581 215,498
------------ ------------
Total current assets 12,417,073 11,610,417
Property, plant and equipment
At cost 18,299,867 18,277,245
Less accumulated depreciation
and amortization (6,924,904) (6,666,274)
------------ ------------
11,374,963 11,610,971
Other assets
Goodwill 859,219 866,239
Product Formulation 337,574 408,638
Deferred Financing Cost 504,866 461,630
Other 49,467 211,536
------------ ------------
1,751,126 1,948,044
------------ ------------
Total assets $ 25,543,162 $ 25,169,432
============ ============
</TABLE>
See accompanying Notes to Financial Statements.
Page 3 of 14
<PAGE> 4
Specialty Chemical Resources, Inc.
Condensed Balance Sheets (continued)
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
(Unaudited) (Audited)
------------ ---------
<S> <C> <C>
Current liabilities
Current Maturities $ 1,014,093 $ 1,176,503
Accounts payable 4,391,623 3,898,411
Accrued expenses 845,835 736,291
------------ ------------
Total current liabilities 6,251,551 5,811,205
Long-term obligations 16,346,811 16,296,680
Stockholders' equity
Preferred stock - $.01 par value;
authorized 1,996,500 shares
Common Stock - $.10 par value;
authorized 13,000,000 shares;
issued 4,257,101 and
3,947,764 shares respectively 425,710 394,777
Additional paid in capital 41,902,820 41,935,125
Less common stock in treasury,
at cost; 65,500 shares -- (118,722)
Accumulated deficit (39,383,730) (39,149,633)
------------ ------------
2,944,800 3,061,547
------------ ------------
$ 25,543,162 $ 25,169,432
============ ============
</TABLE>
See accompanying Notes to Financial Statements.
Page 4 of 14
<PAGE> 5
Specialty Chemical Resources, Inc.
Condensed Statements of Operations
(Unaudited)
For the 3 month periods ended:
<TABLE>
<CAPTION>
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Net Sales $ 7,752,091 $ 10,071,986
Cost of Goods Sold 6,142,833 8,266,891
------------ ------------
Gross profit 1,609,258 1,805,095
Selling, general and administrative
Expenses 1,384,815 1,776,882
Amortization of intangibles 106,133 106,550
------------ ------------
Operating profit (loss) 118,310 (78,337)
Other income (expense)
Interest expense (352,407) (394,448)
Other - 0- -0-
------------ ------------
(352,407) (394,448)
------------ ------------
Earnings (loss) before income
Taxes (234,097) (472,785)
Income taxes - -
------------ ------------
Earnings (loss) $ (234,097) $ (472,785)
============ ============
Earnings (loss) per common share: $ (.06) $ (.12)
Weighted average shares outstanding 4,011,427 3,882,261
</TABLE>
See accompanying Notes to Financial Statements.
Page 5 of 14
<PAGE> 6
Specialty Chemical Resources, Inc.
Condensed Statements of Cash Flows
(Unaudited)
For the 3 month periods ended:
<TABLE>
<CAPTION>
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Net cash provided by
operating activities $ 171,851 $ (724,107)
Net cash (used) by
investing activities 27,544 (326,903)
Cash flows from financing activities:
Payments on revolver (7,983,968) (13,507,045)
Proceeds from revolver 7,784,573 14,558,055
------------ ------------
Net cash provided (used) by
financing activities (199,395) 1,051,010
------------ ------------
Net increase (decrease) in cash
and cash equivalents -0- -0-
Cash and cash equivalents at
beginning of period 3,100 3,100
------------ ------------
Cash and cash equivalents at end
of period $ 3,100 $ 3,100
============ ============
</TABLE>
See accompanying Notes to Financial Statements.
Page 6 of 14
<PAGE> 7
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, 1998 and March 31, 1999
and the results of operations and cash flows for the interim periods ended March
31, 1999 and 1998.
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>
March 31, December 3l,
1999 1998
---- ----
<S> <C> <C>
Raw materials $3,637,428 $3,737,239
Finished goods 3,562,127 3,473,217
---------- ----------
Total FIFO cost 7,199,555 7,210,456
Less: Excess of FIFO cost over
LIFO 689,604 689,604
---------- ----------
Total LIFO cost $6,509,951 $6,520,852
---------- ----------
</TABLE>
Page 7 of 14
<PAGE> 8
Note C - Treasury Shares
The Company's Treasury Shares consisted of the following at:
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
-------- -----------
<S> <C> <C>
Treasury Shares (at cost) ---- $118,722
(65,500 shares)
</TABLE>
On February 11, 1999, the Company used common stock to pay $112,500 of
interest accrued through January 31, 1999 on three $500,000 subordinated
promissory notes for indebtedness, one each to Edwin Roth, Martin Trust and CEW
Partners. A total of 375,000 shares consisting of 309,500 newly issued shares
and 65,500 of Treasury shares at the fair market value of $.30 per share were
issued equally among Edwin Roth, Martin Trust and CEW Partners.
(See Liquidity and Capital Resources).
Note D - Legal Proceedings
There have been no material changes in the status of legal proceedings
pending against the Company other than that which was reported on the Company's
most recent Form 10-K.
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>
Three Months Ended
March 31,
---------
1999 1998
---- ----
<S> <C> <C>
Net sales .................................. 100.0% 100.0%
Cost of goods sold ......................... 79.2% 82.1%
----- -----
Gross profit ........................... 20.8% 17.9%
Selling, general and administrative expenses 17.9% 17.6%
Operating profit (loss) ................ 1.5% (.8)%
Interest expense ........................... 4.5% 3.9%
</TABLE>
Page 8 of 14
<PAGE> 9
THREE MONTHS ENDED MARCH 31, 1999 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
1998:
Net sales of $7,752,000 for the three-month period ended March 31,
1999, were $2,320,000, or 23%, below the comparable period in the prior year.
The decrease was entirely due to reduced volume that resulted primarily from
production shortfalls in the last six months of 1997 that caused a loss of
customers and a loss of business from several continuing customers throughout
1998. No additional significant business was lost during the first quarter of
1999.
Cost of goods sold dollars decreased by $2,124,000 for the three months
ended March 31, 1999, as compared to the same period in the prior year.
Approximately 64% of the dollar decrease in the 1999 period is due to lower
volume, with 24% due to lower manufacturing labor costs, 9% due to improved
material efficiencies and 3% related to lower manufacturing overhead costs. Cost
of goods sold decreased as a percentage of net sales from 82.1% to 79.2% for the
three-month period ended March 31, 1999, as compared to the same period of the
prior year. Approximately 86% of the decreased percentage was due to improved
material efficiencies, while 14% was due to the January 4, 1999 implementation
of a new downsized manufacturing configuration that more than offset the effects
of the reduced volume.
Selling, general and administrative expenses were $1,385,000 for the
three-month period March 31, 1999, or 17.9% of net sales. Selling, general and
administrative expenses were $1,777,000, or 17.6% of net sales for the same
period in 1998. Approximately 48% of the decrease in selling, general and
administrative expense dollars is due to overhead reduction programs implemented
throughout 1998, with 33% due to staffing reductions implemented throughout 1998
and with a downsizing at the beginning of 1999 and 17% was due to reduced
freight and commission costs.
Interest expense was $352,000 for the three months ended March 31,
1999, a decrease of $42,000 from the three months ended March 31, 1998. The
decrease in interest expense is due to decreased borrowings under the senior
credit facility. See "Liquidity and Capital Resources". Interest expense for the
three months ended March 31, 1999, was 4.5% of net sales versus 3.9% for the
comparable period in the prior year.
The Company experienced a net loss for the three months ended March 31,
1999, of $234,097, or $.06 loss per share on weighted average shares outstanding
of 4,011,427. This compared to a net loss of $472,785, or $.12 loss per share on
weighted average shares outstanding of 3,882,261 for the same period in the
prior year. The reduced loss is due to the cost improvements mentioned above
more than offsetting the effects of the volume decrease.
Page 9 of 14
<PAGE> 10
Liquidity and Capital Resources
As of March 31, 1999, the Company's ratio of current assets to current
liabilities was 1.99 to 1 and the quick ratio (cash, cash equivalents, and
accounts receivable, divided by current liabilities) was .91 to 1.
During the three months ended March 31, 1999, the Company incurred
$352,000 in interest expense of which $87,000 was accrued to the carrying value
of the subordinated debentures. Total accrued interest reflected in the carrying
value of the subordinated debentures was $614,000 at March 31, 1999. Cash
interest payments totaled $271,000. Accrued interest payable to banks at March
31, 1999, was $86,000.
On May 22, 1997 the Company executed an amendment to its current
agreement dated September 18, 1996 (the "Credit Agreement") with its senior
lender Star Bank, N.A. (now Firstar) The amended Credit Agreement provided for a
$15,000,000 facility which expires on December 31, 2000, comprised of a
revolving line of credit and three term loans. Borrowings on the revolving line
of credit and two of the term loans bear interest at the prime rate plus 1.5%,
subject to decrease if certain ratios and financial tests are met. The first of
these two term loans for $2,680,000 amortizes in forty-seven consecutive monthly
installments of $55,833 commencing June 1, 1998 with a forty-eighth and final
principal payment of $55,849. The second of these term loans was paid off in
1997. The third term loan bears interest at the prime rate plus 4.5%, subject to
decrease if certain financial tests are met. This term loan for $1,000,000
amortizes in seventeen consecutive monthly installments of $55,555 commencing
July 1, 1997 with an eighteenth and final installment of $55,565.
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
Amendment to the Credit Agreement, to allow the Company to issue $1,800,000 of
new Subordinated Convertible Notes pursuant to a rights offering to its
stockholders, 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 the payments, but restructures the
application of the payments 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. On February 15, 1999, Specialty Chemical and its senior lender
executed a Fifth Amendment to the Credit Agreement reducing the amount of the
new Subordinated Convertible Notes from $1,800,000 to $1,360,000 and permitting
the issuance of three unsecured subordinated promissory notes to Edwin Roth,
Martin Trust and CEW Partners in the aggregate amount of $304,800.
Page 10 of 14
<PAGE> 11
Based on 1998 financial performance, the senior lender has revised the
various covenants in a Sixth Amendment to the Credit Agreement. Such covenants
extend through June 30, 1999. The Company is currently in compliance with all
covenants set by the Sixth Amendment to the Credit Agreement. Such amendment
reduces the total loan facility from $14 million to $12 million and requires
Specialty Chemical to obtain an additional $1 million of cash contributions
through either equity or unsecured subordinated debt by June 30, 1999.
Subsequent to Specialty Chemical's receipt of the cash contribution, the senior
lender will establish financial covenants beyond June 30, 1999 consistent with
the Company's financial projections. As of March 31, 1999, approximately
$540,000 was unused and available under the Credit Agreement. On April 28, 1999,
Specialty Chemical executed an unsecured subordinated note with Harris Trust and
Savings Bank permitting the Company to borrow up to $1 million. Interest on the
balance of this note is payable monthly at the prime rate of Harris Trust and
Savings Bank. The note is due March 31, 2000 and is guaranteed and
collateralized by Edwin Roth, Martin Trust and CEW Partners. On April 30, 1999,
Specialty Chemical borrowed $500,000 under this note and $500,000 remains unused
and available.
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 12% 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
were originally due December 15, 1998, but were extended to March 15, 1999.
Interest accrued on the Subordinated Notes through January 31, 1999 was paid in
common stock of the Company on February 11, 1999. The Investors and the Company
agreed at the time these loans were made that the Subordinated 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 (as defined below). On
March 15, 1999, the Company completed an offering of subscription rights to
purchase an aggregate principal amount of $1,360,000 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 were
approximately $1,160,000. The net proceeds of the rights offering were used to
repay a portion of the loans made to the Company by the Investors. As agreed to
by the Investors and the Company, the Company canceled the Subordinated Notes as
payment of each Investor's subscription price for the New Notes. After the
rights offering, Specialty Chemical issued an aggregate of $304,800 in new 12%
subordinated notes on March 15, 1999, due January 15, 2001. These new
subordinated notes were issued to the Investors in an amount equal to the
principal amount of the subordinated notes that exceeded each Investor's
subscription price for the New Notes purchased by each Investor.
Page 11 of 14
<PAGE> 12
The principal and accrued interest on the new subordinated notes will be
payable at maturity in cash, or at the holder's option, in shares of Common
Stock based upon the fair market value of the Common Stock. However, the
noteholders may demand full payment of principal and accrued interest on the new
subordinated notes at any time after the Company has authorized, unissued and
unreserved shares of Common Stock sufficient to pay, in full, the outstanding
principal and interest under all the new subordinated notes. The fair market
value will be the average closing price of the Common Stock on five consecutive
trading days prior to the day immediately before the date that the stockholders
authorize the issuance of Common Stock sufficient to pay all the outstanding
principal and interest due under the new subordinated notes.
Net capital expenditures were $23,000 for the three months ended March
31, 1999. In addition, the Company expects to spend approximately $180,000 in
capital expenditures for the balance of the current fiscal year to be funded
from operating cash flows and borrowings under the senior credit facility. Under
current business conditions, the Company expects no significant change in its
liquidity position during the current fiscal year, and the Company believes that
cash from operations, the senior credit facility and the Harris Trust facility
will be adequate to satisfy the Company's liquidity needs during the balance of
fiscal 1999.
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 operations 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 recently replaced its vendor for outsourced payroll systems.
Specialty Chemical intends to begin replacing financial computer systems and
software products in April, 1999 and believes that new systems and products will
be tested and in place by June 30, 1999.
During 1998 and the first quarter of 1999, Specialty Chemical made no
expenditures relating to Year 2000 issues and used internal personnel to
complete all work on such issues. In the second quarter of 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.
Page 12 of 14
<PAGE> 13
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.
Part II - Other Information
ITEM 1. LEGAL PROCEEDINGS
There have been no material changes in the status of legal proceedings pending
against the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company filed a Form 8-K/A-2 on January 20, 1999, on which it revised
Proforma Financial Information.
Page 13 of 14
<PAGE> 14
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.
Specialty Chemical Resources, Inc.
By:/s/ David F. Spink May 17, 1999
- ------------------------------------------------
David F. Spink
Vice President, Chief Financial Officer,
Treasurer, and Asst. Secretary
Page 14 of 14
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000703645
<NAME> SPECIALTY CHEMICAL RESOURCES,INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 3,100
<SECURITIES> 0
<RECEIVABLES> 5,670,441
<ALLOWANCES> 0
<INVENTORY> 6,509,951
<CURRENT-ASSETS> 12,417,073
<PP&E> 18,299,867
<DEPRECIATION> (6,924,904)
<TOTAL-ASSETS> 25,543,162
<CURRENT-LIABILITIES> 6,251,551
<BONDS> 16,346,811
0
0
<COMMON> 425,710
<OTHER-SE> 2,944,800
<TOTAL-LIABILITY-AND-EQUITY> 25,543,162
<SALES> 7,752,091
<TOTAL-REVENUES> 7,752,091
<CGS> 6,142,833
<TOTAL-COSTS> 6,142,833
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 352,407
<INCOME-PRETAX> (234,097)
<INCOME-TAX> 0
<INCOME-CONTINUING> (234,097)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (234,097)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
