TRANS RESOURCES INC
10-Q, 1997-05-14
INDUSTRIAL INORGANIC CHEMICALS
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<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


[Mark One]

          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 1997

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For The Transition Period From To

                         Commission File Number 33-11634

                              TRANS-RESOURCES, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                           <C>   

                         Delaware                                           36-2729497
- -------------------------------------------------------------    -----------------------------------  
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
                                                    
                                       
9 West 57th Street, New York, New York                                         10019
- ----------------------------------------                                     ----------
(Address of principal executive offices)                                     (Zip Code)
</TABLE>
                                                      
                                                    
        Registrant's telephone number, including area code (212) 888-3044



Indicate by check mark whether  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 registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                                    Yes x  No
                                       ---   ---
At May 9, 1997, there were  outstanding  3,000 shares of common stock, par value
of $.01 per share, all of which were owned by TPR Investment Associates, Inc., a
privately-held Delaware corporation.


<PAGE>   2



                                                                   


                              TRANS-RESOURCES, INC.

                                 Form 10-Q Index

                                 March 31, 1997


<TABLE>
<S>        <C>                                                                      <C> 

PART I
- ------
                                                                                           Page
                                                                                          Number
                                                                                          ------
Item 1. -      Financial Statements (Unaudited):


               Consolidated Statements of Operations...................................      3
                                                                                          

               Consolidated Balance Sheets.............................................      4
                                                        

               Consolidated Statement of Stockholder's Equity..........................      5
                                                         

               Consolidated Statements of Cash Flows...................................      6
                                                         

               Notes to Unaudited Consolidated Financial Statements....................      7
                                                         

Item 2. -      Management's Discussion and Analysis of Financial Condition and
               Results of Operations...................................................      8

                                                         
PART II
- -------

Item 1. -      Legal Proceedings.......................................................     14

Item 6. -      Exhibits and Reports on Form 8-K........................................     14


Signatures     ........................................................................     15

                                                      
</TABLE>


                                        2

<PAGE>   3




                          PART I. FINANCIAL INFORMATION

Item 1. - Financial Statements
- ------------------------------
                     TRANS-RESOURCES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                 Three Month Period
                                                                                   Ended March 31,
                                                                                 -------------------
                                                                                1997               1996
                                                                                -----   (000's)    ----
<S>                                                                           <C>           <C>   

REVENUES...................................................................    $ 83,532          $118,242  
                                                                                                           
COSTS AND EXPENSES:                                                                                        
     Cost of goods sold....................................................      68,132            96,262  
     General and administrative............................................       9,466            11,645  
                                                                                -------           ------- 
OPERATING INCOME...........................................................       5,934            10,335  
     Interest expense......................................................      (7,204)           (8,713) 
     Interest and other income - net.......................................         926               530  
                                                                                -------           ------- 
INCOME (LOSS) BEFORE INCOME TAXES                                                                          
     AND EXTRAORDINARY ITEM................................................        (344)            2,152  
                                                                                -------           ------- 
INCOME TAX PROVISION (BENEFIT):                                                                            
     Current...............................................................         396               682  
     Deferred..............................................................         (15)              327  
                                                                                -------           -------     
                                                                                    381             1,009  
                                                                                -------           ------- 
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM....................................        (725)            1,143  
                                                                                                           
EXTRAORDINARY ITEM - Loss on repurchase of                                                                 
     debt (no income tax benefit)..........................................          -               (393) 
                                                                                -------           -------     
NET INCOME (LOSS) .........................................................    $   (725)              750  
                                                                                =======           =======      
</TABLE>

            See notes to unaudited consolidated financial statements.

                                        3

<PAGE>   4
\


                                                           
                     TRANS-RESOURCES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                      

                                                                                   March 31,               December 31,  
                                                                                     1997                     1996    
                                                                                  ------------             ------------   
                                                                                   (Unaudited)   
                                                      ASSETS                                     (000's)
<S>                                                                            <C>                        <C>  

CURRENT ASSETS:
     Cash and cash equivalents................................................    $ 17,700                  $  29,112 
     Accounts receivable......................................................      90,334                     71,551 
     Inventories:                                                                                                     
         Finished goods.......................................................      26,309                     33,618 
         Raw materials........................................................      17,253                     19,476 
     Other current assets.....................................................      30,753                     30,226 
     Prepaid expenses.........................................................      20,528                     14,635 
                                                                                  --------                   --------
         Total Current Assets.................................................     202,877                    198,618 
                                                                                                                      
PROPERTY, PLANT AND EQUIPMENT - net...........................................     198,125                    198,887 
                                                                                                                      
OTHER ASSETS..................................................................      29,674                     29,126 
                                                                                  --------                   --------         
         Total................................................................    $430,676                   $426,631 
                                                                                  ========                   ========
                                                                                  
      

     
                      LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
     Current maturities of long-term debt.....................................   $  17,595                  $  17,481 
     Short-term debt..........................................................      13,573                     15,348 
     Accounts payable.........................................................      50,523                     38,033 
     Accrued expenses and other current liabilities...........................      27,654                     33,321 
                                                                                  --------                   --------
         Total Current Liabilities............................................     109,345                    104,183 
                                                                                  --------                   -------- 
LONG-TERM DEBT - net:                                                                                                 
     Senior indebtedness, notes payable and other obligations.................     155,228                    152,539 
     Senior subordinated indebtedness - net...................................     114,202                    114,175 
                                                                                  --------                   --------
         Long-Term Debt - net.................................................     269,430                    266,714 
                                                                                  --------                   -------- 
OTHER LIABILITIES.............................................................      29,474                     29,480 
                                                                                  --------                   -------- 
STOCKHOLDER'S EQUITY:                                                                                                 
     Preferred stock, $1.00 par value, 100,000 shares                                                                 
         authorized, issued and outstanding...................................       7,960                      7,960 
     Common stock, $.01 par value, 3,000 shares authorized,                                                           
         issued and outstanding...............................................          -                          -      
     Additional paid-in capital...............................................       8,682                      8,682 
     Retained earnings........................................................       6,225                      9,345 
     Cumulative translation adjustment........................................        (179)                      (367)
     Unrealized gains (losses) on marketable securities.......................        (261)                       634 
                                                                                  --------                   --------
         Total Stockholder's Equity...........................................      22,427                     26,254 
                                                                                  --------                   -------- 
         Total................................................................    $430,676                   $426,631 
                                                                                  ========                   ======== 
                                                                                  
 </TABLE>    
     
            See notes to unaudited consolidated financial statements.

                                        4

<PAGE>   5



                                              


                     TRANS-RESOURCES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

                     Three Month Period Ended March 31, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              Additional                Cumulative       Unrealized
                                      Preferred     Common      Paid-In     Retained    Translation    Gains (Losses)
                                        Stock       Stock       Capital     Earnings    Adjustment     on Securities       Total
                                        -----       -----       -------     --------    ----------     -------------       -----

                                                                            (000's)                                      
<S>                                     <C>          <C>          <C>        <C>            <C>                  <C>     <C>


BALANCE, January 1, 1997............       $7,960       $   -       $8,682      $9,345         $(367)              $634    $26,254

Net loss ...........................                                             (725)                                       (725)

Dividends paid:
     Common stock...................                                           (1,970)                                     (1,970)
     Preferred stock................                                             (425)                                       (425)

Net change during period............                                                              188             (895)      (707)
                                           ------  ----------       ------      ------          -----             ------    -------

BALANCE, March 31, 1997.............       $7,960  $    -           $8,682      $6,225          $(179)            $(261)    $22,427
                                           ======  ==========       ======      ======          =====             =====     =======

</TABLE>





            See notes to unaudited consolidated financial statements.

                                        5

<PAGE>   6



                                                                 
                     TRANS-RESOURCES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                        Three Month Period
                                                                                           Ended March 31,
                                                                                           ---------------
                                                                                      1997              1996
                                                                                      ----              ----
                                                                                              (000's)
<S>                                                                              <C>                 <C> 
OPERATING ACTIVITIES AND WORKING CAPITAL
     MANAGEMENT:
 Operations:
     Net income (loss)........................................................     $   (725)           $     750 
     Items not requiring (providing) cash:                                                                       
         Depreciation and amortization........................................        4,859                6,107 
         Deferred taxes and other - net.......................................         (210)               2,065 
                                                                                   --------              ------- 
            Total...........................................................          3,924                8,922 
     Working capital management:                                                                                 
         Accounts receivable and other current assets.........................      (17,868)             (21,958)
         Inventories..........................................................        9,532                1,531 
         Prepaid expenses.....................................................       (5,893)              (1,376)
         Accounts payable.....................................................       12,490                2,907 
         Accrued expenses and other current liabilities.......................       (5,667)              (9,219)
              Cash used by operations and working                                  --------              ------- 
                  capital management..........................................       (3,482)             (19,193)
                                                                                   --------              ------- 
INVESTMENT ACTIVITIES:                                                                                           
     Additions to property, plant and equipment...............................       (3,857)              (3,026)
     Purchases of marketable securities and other short-term investments......       (4,898)              (3,261)
     Sales of marketable securities and other short-term investments..........        3,456                   93 
     Other - net  ............................................................       (1,264)               1,749 
                                                                                   --------              ------- 
              Cash used by investment activities..............................       (6,563)              (4,445)
                                                                                   --------              ------- 
FINANCING ACTIVITIES:                                                                                            
     Increase (decrease) in short-term debt...................................       (1,775)               7,457 
     Increase in long-term debt...............................................        6,500               41,708 
     Repurchases, payments and current maturities of long-term debt...........       (3,697)             (42,391)
     Dividends to stockholder.................................................       (2,395)              (2,081)
                                                                                   --------              ------- 
              Cash provided (used) by financing activities....................       (1,367)               4,693 
                                                                                   --------              -------  
DECREASE IN CASH AND CASH EQUIVALENTS.........................................      (11,412)             (18,945)
                                                                                                                 
CASH AND CASH EQUIVALENTS:                                                                                       
     Beginning of period......................................................       29,112               32,872 
                                                                                   --------              ------- 
                                                                                                                 
     End of period............................................................     $ 17,700              $13,927 
                                                                                   ========              ======= 
                                                                                                                 
                                                                                                       
</TABLE>

            See notes to unaudited consolidated financial statements.

                                        6

<PAGE>   7






                     TRANS-RESOURCES, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


BASIS OF PRESENTATION AND OTHER MATTERS

         The consolidated financial statements of Trans-Resources, Inc. ("TRI"),
include  TRI  and its  direct  and  indirect  wholly-owned  subsidiaries,  after
elimination  of  intercompany   accounts  and   transactions.   TRI's  principal
subsidiaries  are  Cedar  Chemical  Corporation   ("Cedar"),   and  Cedar's  two
wholly-owned  subsidiaries,  NMPC,  Inc.  (name  changed from New Mexico  Potash
Corporation  upon  completion  of the sale of its potash  operations  in August,
1996;  "NMPC"),  and Vicksburg Chemical Company  ("Vicksburg");  EDP, Inc. (name
changed  from  Eddy  Potash,  Inc.  upon  completion  of the sale of its  potash
operations in August,  1996; "EDP");  Na-Churs Plant Food Company  ("Na-Churs");
and Haifa  Chemicals  Ltd.  ("HCL")  and HCL's  wholly-owned  subsidiary,  Haifa
Chemicals  South,  Ltd.  ("HCSL").  TRI  is a  wholly-owned  subsidiary  of  TPR
Investment  Associates,  Inc.  ("TPR").  As used herein,  the term "the Company"
means TRI together  with its direct and  indirect  subsidiaries.  Certain  prior
period amounts have been  reclassified  to conform to the manner of presentation
in the current period.

         On August 16, 1996 NMPC and EDP sold  substantially all of their assets
for an aggregate  consideration of $56,154,000,  including a payment for working
capital  of  $11,154,000,  and the  assumption  of  specified  liabilities  (but
excluding, among other things, certain antitrust litigation).  Approximately 50%
of the  aggregate  sales  proceeds  were  applied to prepay debt  secured by the
assets of NMPC or EDP. In  connection  with the sale,  Vicksburg  entered into a
five year potash supply agreement,  at prevailing market rates during the period
(subject to certain adjustments), with the buyer.

         NMPC and EDP had conducted the Company's  potash mining and  production
operations.  During the three  month  period  ended March 31,  1996,  the potash
operations  contributed   approximately   $16,000,000  (14%)  to  the  Company's
consolidated revenues, after eliminating intercompany sales.

         See Item 2 below -  "Management's  Discussion and Analysis of Financial
Condition  and Results of  Operations  Other  Matters"  for certain  information
regarding a labor dispute and strike at HCL.

         In the opinion of  management,  the  unaudited  consolidated  financial
statements  for  the  three  month  periods  ended  March  31,  1997  and  1996,
respectively,  include all  adjustments,  which  comprise only normal  recurring
accruals, necessary for a fair presentation of the results for such periods. The
results of operations for the three month period

                                        7

<PAGE>   8



ended  March 31,  1997 are not  necessarily  indicative  of results  that may be
expected for any other  interim  period or the full fiscal year. It is suggested
that these unaudited  consolidated  financial  statements be read in conjunction
with the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 (the "Form 10-K") which
has been filed with the Securities and Exchange Commission.

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
         
         The  following  table sets forth,  as a percentage  of revenues and the
percentage dollar change of those items as compared to the prior period, certain
items  appearing  in the  unaudited  consolidated  financial  statements  of the
Company.
<TABLE>
<CAPTION>

                                                                             Percentage                Period
                                                                             of Revenues                 to
                                                                             Three Month                Period
                                                                            Period Ended               Changes
                                                                              March 31,               Increase
                                                                         1997          1996          (Decrease)
                                                                         ----          ----          ----------
<S>                                                                  <C>          <C>              <C>

Revenues.....................................................            100.0%        100.0%         (29.4)% 
                                                                                                              
                                                                                                              
Costs and expenses:                                                                                           
     Cost of goods sold......................................             81.6          81.4           (29.2) 
     General and administrative..............................             11.3           9.9           (18.7) 
                                                                          ----          ----                  
Operating income.............................................              7.1           8.7           (42.6) 
                                                                                                              
     Interest expense........................................             (8.6)         (7.4)          (17.3) 
     Interest and other income - net.........................              1.1            .5            74.7  
                                                                          ----          ----                  
Income (loss) before income taxes and extraordinary item.....              (.4)          1.8          (116.0) 
                                                                                                              
Income tax provision.........................................               .5            .8           (62.2) 
                                                                          ----          ----                  
Income (loss) before extraordinary item......................              (.9)          1.0          (163.4) 
                                                                                                              
Extraordinary item...........................................                -           (.4)          100.0  
                                                                          ----          ----                  
Net income (loss)............................................              (.9)%          .6%         (196.7)%
                                                                          ====          ====          ======       
</TABLE>


                                        8

<PAGE>   9





SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain   statements   herein   (and  in  the  Form  10-K)   constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are
not limited to, statements  concerning future revenues (e.g., impact of HCL work
stoppage  and strike and  inflation  in Israel);  expenses  (e.g.,  cost savings
resulting from HCL's new labor agreement, future environmental costs and capital
expenditures);   and  access  to  lending   sources   and   Israeli   Government
entitlements.  Such  forward-looking  statements  involve  unknown and uncertain
risks,  uncertainties  and other  factors  which may cause the  actual  results,
performance or achievements  of the Company to be materially  different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Such factors include, among others, the following:
political  stability,  inflation and currency  rates in those foreign  countries
(including,  without  limitation,  Israel)  in which  the  Company  generates  a
significant  portion of its  production,  sales and earnings;  current or future
environmental  developments  or  regulations  which would require the Company to
make substantial expenditures,  and changes in, or the failure of the Company to
comply with, such government  regulations;  the potentially  hazardous nature of
certain of the Company's products; the ability to achieve anticipated labor cost
reductions  at HCL; the  Company's  ability to continue to service and refinance
its debt; new plant start-up costs; competition; changes in business strategy or
expansion plans; raw material costs and  availability;  the final outcome of the
legal  proceedings  to  which  the  Company  is a  party  (see  Item  3-  "Legal
Proceedings" in the Form 10-K);  and other factors  referenced in this Form 10-Q
(or in the Company's Form 10-K).

LABOR DISRUPTION AT HCL

         Technicians   and  engineers  of  HCL  are  members  of  the  Union  of
Technicians and Engineers, which operates throughout Israel. The other employees
of HCL are members of the "Histadrut",  the dominant labor union in Israel.  The
terms of  employment  of all  employees  are  governed by a Specific  Collective
Agreement ("SCA")  negotiated by HCL with the Histadrut and the  representatives
of the  employees.  In 1994,  an agreement was signed with the  technicians  and
engineers for the three year period ended December 31, 1996. In 1995, an SCA was
signed with the Histadrut and the  representatives  of the employees for the two
year period ended December 31, 1996. In September,  1996, in accordance with its
rights   pursuant  to  the   above-mentioned   agreements,   HCL  announced  the
cancellation of such agreements  effective with their expiration dates. HCL also
announced  its intent to  negotiate a new SCA with basic  changes for the period
commencing after December 31, 1996.

                                        9

<PAGE>   10



         As a result of the  announced  cancellation  of the  labor  agreements,
during October,  1996 HCL suffered  several work stoppages and other job actions
which adversely  affected plant  productivity,  which was followed by a complete
work stoppage and plant shut-down from October 29 to November 14, 1996. Based on
a  decision  of a  regional  labor  court,  HCL's  plant was then  ordered to be
re-opened  temporarily.  The court also ordered HCL and  representatives  of the
workers  to  continue  to   negotiate  a  settlement   of  the  labor   dispute.
Nothwithstanding  the court's ruling,  HCL suffered  numerous job actions by its
workers  which  again  led to very low  productivity.  On  December  3, 1996 the
workers declared a strike and the plant was shut-down. The plant remained closed
until March 10, 1997 when a new SCA was signed for the three year period  ending
December  31,  1999.  Subsequent  to March 10,  1997,  HCL's plant  reopened and
gradually began  production.  By the end of April,  1997, HCL estimates that its
plant was operating at approximately 90% of capacity.

         As a  result  of the  strike  at HCL,  the  first  quarter  of 1997 was
significantly  impacted by a reduction in sales volume,  lower gross margins due
to reduced  productivity,  resulting in the  under-absorption of fixed overhead,
coupled with  inventory  shortages  requiring  purchases  from third parties and
increased general and  administrative  expenses arising from higher security and
other costs. This adverse impact was partially offset by lower labor costs.

         Management believes that the cost savings as a result of the changes in
the terms of the new SCA over the labor costs it would  otherwise  have incurred
during the next few years will  substantially  exceed the costs incurred  during
the period of labor  disruption.  Such savings will  commence  during the second
quarter of 1997.

 RESULTS OF OPERATIONS

         Three month period ended March 31, 1997  compared  with the three month
         period ended March 31, 1996:

         Revenues decreased by 29.4% to $83,532,000 in 1997 from $118,242,000 in
1996, a decrease of  $34,710,000,  resulting from  decreased  sales of specialty
plant nutrients and industrial  chemicals  ($18,700,000)  as a result of the HCL
strike and a decrease of sales of potash  ($16,000,000)  as a result of the sale
of the  Company's  potash  operations.  See "Labor  Disruption at HCL" above for
information  regarding  a labor  dispute and strike at HCL  commencing  October,
1996.

         Cost of goods sold as a percentage  of revenues  increased  slightly to
81.6% in 1997 compared with 81.4% in 1996.  Gross profit was $15,400,000 in 1997
compared with $21,980,000 in 1996 (18.4% of revenues in 1997 compared with 18.6%
of revenues in 1996), a decrease of $6,580,000. The primary factors resulting in
the decreased  gross profit were (i) less  favorable  currency rates in the 1997
period,  (ii) the  adverse  effect of the strike at HCL (net of HCL's  claim for
reimbursement  from an Israeli industrial  association for partial  contribution
towards  the costs  suffered  during  the  period  of the  strike)  (see  "Labor
Disruption at HCL" above) and (iii) the sale of the Company's

                                       10

<PAGE>   11



potash  operations.  These  decreases  were  partially  offset by higher organic
chemical  margins  in  the  1997  period.  General  and  administrative  expense
decreased to $9,466,000  in 1997 from  $11,645,000  in 1996,  but increased as a
percentage of revenues (11.3% of revenues in 1997 compared with 9.9% of revenues
in 1996).  During the 1997  period,  HCL's  general and  administrative  expense
(security costs,  communications  expenses,  etc.) was adversely effected by the
strike.
         As a result of the matters  described  above,  the Company's  operating
income   decreased  by  $4,401,000  to  $5,934,000  in  1997  as  compared  with
$10,335,000 in 1996.

         Interest expense  decreased by $1,509,000  ($7,204,000 in 1997 compared
with  $8,713,000  in 1996)  primarily  as a result  of (i) the  maturity  of the
Company's  outstanding Senior  Subordinated  Reset Notes in September,  1996 and
(ii) the  prepayment of senior bank debt upon the sale of the  Company's  potash
operations.  Interest  and  other  income  net  increased  in 1997 by  $396,000,
principally as the result of certain realized gains on marketable  securities in
the 1997 period.

         As a result  of the  above  factors,  income  before  income  taxes and
extraordinary item decreased by $2,496,000 in 1997. The Company's provisions for
income taxes are impacted by the mix between  domestic and foreign  earnings and
vary from the U.S.  Federal  statutory  rate  principally  due to the  impact of
foreign operations and certain losses for which there is no current tax benefit.

         In the 1996 period the Company acquired $11,237,000 principal amount of
its Senior Subordinated Reset Notes, which resulted in a loss of $393,000.  Such
loss (which has no current tax benefit) is classified as an  extraordinary  item
in the  accompanying  Consolidated  Statements of  Operations.  No such debt was
acquired in the 1997 period. 

CAPITAL  RESOURCES  AND  LIQUIDITY 

         The  Company's  consolidated  working  capital  at March  31,  1997 and
December 31, 1996 was $93,532,000 and $94,435,000,  respectively.

         Operations  for the three month  periods ended March 31, 1997 and 1996,
after adding back non-cash items, provided cash of approximately  $3,900,000 and
$8,900,000,  respectively.  During such periods other changes in working capital
used cash of approximately $7,400,000 and $28,100,000,  respectively,  resulting
in cash being used by operating  activities  and working  capital  management of
approximately  $3,500,000 and $19,200,000,  respectively. 

         Investment  activities  during the three month  periods ended March 31,
1997  and  1996  used  cash  of   approximately   $6,600,000   and   $4,400,000,
respectively,  including additions to property in 1997 and 1996 of approximately
$3,900,000 and $3,000,000,  respectively, purchases of marketable securities and
other short-term

                                       11

<PAGE>   12



investments of approximately $4,900,000 and $3,300,000,  respectively, and sales
of marketable  securities  and other  short-term  investments  of  approximately
$3,500,000 and $100,000,  respectively.  No major property additions occurred in
the 1996 or 1997 periods.

         Financing  activities  during the three month  periods  ended March 31,
1997 and 1996 provided (used) cash of approximately ($1,400,000) and $4,700,000,
respectively.

         As of March 31,  1997,  the  Company  had  outstanding  long-term  debt
(excluding current maturities) of $269,430,000.  The Company's primary source of
liquidity is cash flow generated from operations and its unused credit lines.

         Approximately  90% of HCL's sales are made outside of Israel in various
currencies,  of which approximately 40% are in U.S. dollars,  with the remainder
principally in Western European  currencies.  In order to mitigate the impact of
currency  fluctuations against the U.S. dollar, the Company has a general policy
of hedging a  significant  portion of its foreign sales  denominated  in Western
European  currencies by entering into forward exchange  contracts.  A portion of
these contracts qualify as hedges pursuant to Statement of Financial  Accounting
Standards No. 52 and accordingly,  unrealized gains and losses arising therefrom
are  deferred  and  accounted  for in the  subsequent  year as  part  of  sales.
Unrealized gains and losses for the remainder of the forward exchange  contracts
are  recognized  in income  currently.  If the Company had not  followed  such a
policy of entering into forward exchange contracts in order to hedge its foreign
sales,  and  instead  recognized  income  based on the then  prevailing  foreign
currency  rates,  the  Company's  income before income taxes for the three month
periods  ended March 31, 1997 and 1996,  would have  decreased by  approximately
$3,500,000 and $1,600,000, respectively.

         The principal  purpose of the Company's  hedging  program (which is for
other than trading  purposes) is to mitigate the impact of fluctuations  against
the U.S. dollar,  as well as to protect against  significant  adverse changes in
exchange rates.  Accordingly,  the gains and losses  recognized  relating to the
hedging  program in any  particular  period and the impact on  revenues  had the
Company  not  had  such  a  program  are  not  necessarily   indicative  of  its
effectiveness.

CAPITAL EXPENDITURES

         During the three month period ended March 31, 1997 the Company invested
approximately   $3,900,000  in  capital  expenditures.   The  Company  currently
anticipates that capital expenditures for the year ending December 31, 1997 will
aggregate approximately $17,000,000.  The Company's capital expenditures will be
used  primarily  for  increasing  certain  production  capacity and  efficiency,
product diversification and for ecological matters.


                                       12

<PAGE>   13



INFLATION

         Inasmuch as only  approximately  $62,000,000 of HCL's annual  operating
costs  are  denominated  in New  Israeli  Shekels  ("NIS"),  HCL is  exposed  to
inflation in Israel to a limited  extent.  The  combination  of price  increases
coupled with  devaluation of the NIS have in the past  generally  enabled HCL to
avoid a  material  adverse  impact  from  inflation  in Israel.  However,  HCL's
earnings  increase  or  decrease  to the  extent  that  the rate of  future  NIS
devaluation  differs  from the rate of Israeli  inflation.  For the years  ended
December 31, 1996 and 1995 the inflation rate of the NIS as compared to the U.S.
Dollar exceeded the devaluation  rate in Israel by 6.9% and 4.2%,  respectively.

ENVIRONMENTAL MATTERS

         See Item 1 - "Business - Environmental  Matters" and Note O of Notes to
Consolidated  Financial  Statements  included  in the  Company's  Form  10-K for
information  regarding  environmental  matters relating to the Company's various
facilities.





                                       13

<PAGE>   14




                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
- --------------------------

         As previously  disclosed in the Form 10-K,  the David B. Gaebler v. New
Mexico Potash  Corporation,  et al. purported class action on behalf of indirect
purchasers  of potash  outside of California  had been  dismissed by the Circuit
Court of Cook  County,  Illinois,  and the  dismissal  affirmed by an  appellate
court. On April 2, 1997, the Illinois Supreme Court denied  plaintiff's  request
for leave to appeal the Gaebler decision.

Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

(a)      Exhibits.
         Exhibit 27 - Financial Data Schedule.

(b)      Reports on Form 8-K.
         No  reports on Form 8-K were filed  during the  quarter  for which this
report is filed.

                                       14

<PAGE>   15





                                   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.



                                                   TRANS-RESOURCES, INC.
                                                   ---------------------
                                                       (Registrant)



Date:  May 9, 1997                                  Lester W. Youner
                                              -----------------------------
                                              Vice President, Treasurer and
                                                 Chief Financial Officer


                                       15

<PAGE>   16




                              TRANS-RESOURCES, INC.
                                INDEX TO EXHIBITS


Exhibit           Description                                    Page No.
- -------           -----------                                    --------

27                Financial Data Schedule.                          17



                                                        










                                       16


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          17,700
<SECURITIES>                                         0
<RECEIVABLES>                                   90,334
<ALLOWANCES>                                         0
<INVENTORY>                                     43,562
<CURRENT-ASSETS>                               202,877
<PP&E>                                         304,748
<DEPRECIATION>                                 106,623
<TOTAL-ASSETS>                                 430,676
<CURRENT-LIABILITIES>                          109,345
<BONDS>                                        269,430
                                0
                                      7,960
<COMMON>                                             0
<OTHER-SE>                                      14,467
<TOTAL-LIABILITY-AND-EQUITY>                   430,676
<SALES>                                         83,532
<TOTAL-REVENUES>                                83,532
<CGS>                                           68,132
<TOTAL-COSTS>                                   68,132
<OTHER-EXPENSES>                                 9,466
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               7,204
<INCOME-PRETAX>                                  (344)
<INCOME-TAX>                                       381
<INCOME-CONTINUING>                              (725)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (725)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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