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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 1996
[ ] Transition report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period from __________ to __________
Commission File Number 33-13326
_____________
HOECHST CELANESE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-5568434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1041 ROUTE 202-206
BRIDGEWATER, NEW JERSEY 08807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 231-2000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes___X___ No______
All outstanding shares of Hoechst Celanese Corporation stock are owned by its
parent, Hoechst Corporation.
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TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets - June 30, 1996 and December 31, 1995......................... 3
Consolidated Statements of Earnings -
Three months and six months ended June 30, 1996 and 1995................................ 4
Consolidated Statements of Cash Flows -
Six months ended June 30, 1996 and 1995................................................. 5
Notes to Consolidated Financial Statements................................................ 6
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations.... 7
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings......................................................................... 10
Item 6 - Exhibits and Reports on Form 8-K.......................................................... 11
NOTE : The Registrant is referred to in this Form 10-Q as the Company or Hoechst Celanese.
</TABLE>
2
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PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
HOECHST CELANESE CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
JUNE 30, DECEMBER 31,
1996 1995
---------- --------------
(IN MILLIONS)
ASSETS
Current assets:
Cash and cash equivalents................ $ 233 $ 81
Marketable securities.................... 62 61
Net receivables.......................... 2,128 1,919
Inventories.............................. 807 854
Deferred income taxes.................... 91 93
Prepaid expenses......................... 40 22
------ ------
Total current assets..................... 3,361 3,030
Investment in affiliates................. 429 447
Property, plant and equipment, net....... 2,726 2,660
Deferred income taxes.................... 41 65
Long-term receivable from parent......... 520 520
Other assets............................. 554 524
Excess of cost over fair value of net
assets of businesses acquired, net...... 970 987
Net assets of discontinued operations
held for distribution................... - 84
------ ------
Total assets............................. $8,601 $8,317
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Notes payable and current installments of
long-term debt.......................... $ 75 $ 7
Accounts payable and accrued liabilities. 2,030 1,953
Dividend payable to parent............... - 130
Income taxes payable..................... 289 285
------ ------
Total current liabilities................ 2,394 2,375
Long-term debt........................... 982 962
Minority interests....................... 399 372
Other liabilities........................ 1,295 1,267
Stockholder's equity:
Common stock............................. - -
Additional paid-in capital............... 3,032 2,929
Retained earnings........................ 638 540
Cumulative translation and other
adjustments............................. (139) (128)
------ ------
Total stockholder's equity............... 3,531 3,341
------ ------
Total liabilities and stockholder's
equity.................................. $8,601 $8,317
====== ======
See accompanying notes to consolidated financial statements.
3
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PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
HOECHST CELANESE CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
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THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- ------------------
1996 1995 1996 1995
--------- --------- -------- --------
(IN MILLIONS)
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Net sales................................. $1,800 $1,928 $3,547 $3,805
Cost of sales............................. 1,450 1,495 2,865 2,892
Selling, general and administrative
expenses................................. 162 180 308 352
Research and development expenses......... 42 43 87 92
------ ------ ------ ------
Operating income.......................... 146 210 287 469
Equity in net earnings of affiliates...... 4 4 7 4
Interest expense.......................... (22) (27) (43) (56)
Interest and other income, net............ 24 66 36 87
------ ------ ------ ------
Earnings before income taxes and
minority interests....................... 152 253 287 504
Income taxes.............................. 54 68 96 170
------ ------ ------ ------
Earnings before minority interests........ 98 185 191 334
Minority interests........................ 49 69 89 113
------ ------ ------ ------
Earnings from continuing operations....... 49 116 102 221
Loss from discontinued operations, net
of taxes................................. - (14) - (47)
------ ------ ------ ------
Net earnings.............................. $ 49 $ 102 $ 102 $ 174
====== ====== ====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
4
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PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
HOECHST CELANESE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
----------------
1996 1995
------- -------
(IN MILLIONS)
Operating activities:
Net earnings from continuing operations......... $ 102 $ 221
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization................... 215 240
Change in equity of affiliates.................. (6) (2)
Deferred income taxes........................... 23 -
Changes in operating assets and
liabilities:
Net receivables.............................. (49) (168)
Inventories.................................. 22 (101)
Accounts payable and accrued liabilities..... 63 196
Income taxes payable......................... 4 81
Other, net................................... 27 111
Net cash provided by operating
activities of discontinued operations....... - 8
----- -----
Net cash provided by operating
activities.................................. 401 586
----- -----
Investing activities:
Capital expenditures............................ (287) (268)
Proceeds from sale of businesses and
assets, net.................................... 83 4
Proceeds from sale of marketable
securities..................................... 19 15
Purchases of marketable securities.............. (21) (18)
Net cash used in investing activities
of discontinued operations..................... - (19)
----- -----
Net cash used in investing activities........... (206) (286)
----- -----
Financing activities:
Proceeds from long-term debt.................... 35 -
Net proceeds from short-term borrowings......... 68 -
Payments on long-term debt...................... (15) (15)
Dividends paid.................................. (130) (60)
Net cash provided by financing
activities of discontinued operations.......... - 45
----- -----
Net cash used in financing activities........... (42) (30)
----- -----
Exchange rate changes on cash................... (1) (24)
----- -----
Net increase in cash and cash
equivalents.................................... 152 246
Cash and cash equivalents at beginning
of period...................................... 81 186
----- -----
Cash and cash equivalents at end of
period......................................... $ 233 $ 432
===== =====
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest, net of amounts capitalized.......... $ 46 $ 50
Income taxes.................................. 60 102
See accompanying notes to consolidated financial statements.
5
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PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
HOECHST CELANESE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
Hoechst Celanese Corporation (the "Company") is wholly owned by Hoechst
Corporation, a holding company, itself a wholly owned subsidiary of Hoechst
Aktiengesellschaft ("Hoechst AG"). The Company manufactures and sells,
principally to industrial customers, a diversified line of products including
textile and technical fibers; acetate cigarette filter tow; specialty and bulk
chemicals and bulk pharmaceuticals; engineering plastics; pigments; and
polyester film.
The consolidated financial statements are unaudited and are subject to
year-end audit and adjustments. In the opinion of management, the financial
statements include all adjustments (consisting only of normal accruals) which
are necessary to present fairly the results for the interim periods reported.
Results for the three month and six month periods ended June 30, 1996 are not
necessarily indicative of the results that will be realized for the full year.
All significant intercompany balances and transactions have been eliminated in
consolidation. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The
consolidated financial statements include the accounts of the Company, its
majority-owned subsidiaries, joint ventures and partnerships.
In line with the worldwide strategy of Hoechst AG, the pharmaceutical
operations in North America were realigned. Accordingly, the Company completed
the transfer of its interest in the former Life Sciences segment to its Parent
or the subsidiaries of its Parent which resulted in an increase to additional
paid-in-capital of $103 million. The Company reflected the 1995 operating
results of these businesses as discontinued operations in the accompanying
consolidated financial statements.
(2) INVENTORIES JUNE 30, DECEMBER 31,
1996 1995
-------------------------
(IN MILLIONS)
Finished goods.......................... $ 605 $ 676
Work-in-process......................... 93 92
Raw materials and supplies.............. 182 174
----- -----
Subtotal................................ 880 942
Excess of current costs over stated
values................................. (73) (88)
----- -----
Total inventories....................... $ 807 $ 854
===== =====
(3) COMMITMENTS AND CONTINGENCIES
The Company is a defendant in a number of lawsuits, including product
liability and personal injury actions. Certain of these lawsuits purport to be
or have been preliminarily certified as class actions. In some of these
lawsuits, claimed damages are substantial. While it is impossible at this time
to determine with certainty the ultimate outcome of the lawsuits, management
believes, based on the advice of counsel, that adequate provisions have been
made for probable losses with respect thereto and that the ultimate outcome will
not have a material adverse effect on the consolidated financial position of
the Company.
6
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PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
On July 18, 1995, Hoechst Corporation, the Company's parent, completed
the acquisition of Marion Merrell Dow Inc. In line with the worldwide strategy
of Hoechst Aktiengesellschaft ("Hoechst AG"), the pharmaceutical operations in
North America were realigned. Accordingly, the Company completed the transfer
of its interest in the former Life Sciences segment to its Parent or the
subsidiaries of its Parent. The Company reflected the 1995 operating results of
these businesses as discontinued operations in the accompanying consolidated
financial statements.
Sales for the first six months of 1996 decreased by 7% to $3,547
million from $3,805 million for the comparable 1995 period, and sales for the
second quarter of 1996 also decreased by 7% to $1,800 million from $1,928
million in 1995. The largest sales decreases were realized in the Chemicals and
Specialties and Technical Polymers (formerly Specialties and Advanced Materials)
segments. The Chemicals segment sales decreased for both the second quarter and
six months with all product lines showing decreases from the prior periods
except for the continuing favorable performance of acrylates. While maintaining
a relatively flat sales volume in total, the segment experienced weaker prices
in the first half of 1996 compared to 1995. Methanol, acetyls and derivatives in
particular were faced with softening in the market, which resulted in lower
prices. Beginning in 1996, the Fibers and Film segment was realigned into four
businesses: Textile Fibers, Technical Fibers, Cellulosics, and Polyester Resins
and Films. The Fibers and Film segment experienced sales growth over the same
periods last year. In Textile Fibers, sales were lower due to market softness
for polyester staple for both the second quarter and the six months when
compared to the prior year. This was partially offset by an improved selling
price for filament compared to the same periods in 1995. Technical Fibers sales
decreased for both periods due mainly to the sale of the caprolactum business in
fourth quarter 1995, which was partially offset by the strong demand in the tire
cord business as well as higher pricing in most of the other Technical Fibers
businesses. In Cellulosics, sales improved due to higher selling prices and
volumes for acetate and filter products for both periods. Acetate volumes
increased as market demand for linings and printed fabrics improved. Also,
increased flake shipments to China tow plants resulted in higher sales volumes
for filter products. Polyester Resins and Films sales improved as prices were
favorable for PET films and intermediates for the first half of 1996 versus
1995; however, sales for the second quarter were lower than prior year due
mainly to lower prices for resins resulting from soft demand and intense
competition. The Specialties and Technical Polymers segment sales decreased over
the comparable 1995 periods, as sales increases in Technical Polymers (formerly
Advanced Materials) were not enough to offset decreases in Specialty Chemicals.
In Technical Polymers, overall sales volumes increased across most product lines
for both periods, primarily driven by new product applications and strength in
the automotive sector. This increase was slightly offset by a softening in the
consumer electronic market. Specialty Chemicals sales decreased largely as the
result of the sale of the printing plates business to Bayer Corporation (AGFA
Division) on January 2, 1996 and the transfer of the dyes business to DyStar, a
Hoechst-Bayer joint venture, in 1995. Excluding these transactions, Specialty
Chemicals experienced higher volumes in detergent raw materials, separations
products, and pigments. Selling prices were relatively stable in most
businesses, however, superabsorbents and detergent raw materials experienced
unfavorable pricing in the second quarter.
Selling, general and administrative expenses ("SG&A") decreased $44
million for the six-month period and decreased $18 million for the second
quarter over the comparable 1995 time frames. The decrease for both these
periods is a result of the sale of the printing plates business in 1996 and
higher profit sharing in 1995.
7
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PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
Research and development expenses remained flat for the second quarter
and decreased by $5 million for the six months. This decrease was primarily due
to reduced spending in 1995.
Operating income for the six-month period of $287 million was $182
million lower than the prior year. Operating income for the second quarter
decreased by $64 million to $146 million. Declines for both periods were driven
by reduced profitability in the Chemicals and Fibers and Film segments. In the
Chemicals segment, lower operating income was primarily the result of lower
prices for most of its product lines. In the Fibers and Film segment, operating
income decreased over prior year periods. In Textile Fibers, favorability in
filament was not enough to offset lower pricing and volumes in staple. Technical
Fibers operating income remained relatively flat versus the prior year periods.
Although the costs of raw materials increased, higher acetate and filter product
sales volumes for Cellulosics resulted in increased operating income over the
same periods last year. The operating income for Polyester Resins and Films
decreased compared to the prior year periods due to increased raw material
prices for PET resin as well as manufacturing interruptions which more than
offset increased sales volumes in other businesses. In the Specialties and
Technical Polymers segment, operating income increased over the comparable 1995
periods. Technical Polymers volume increases resulted in improved operating
income for the six months compared to prior year. Operating income for the
quarter was flat as higher sales did not offset increased selling and
administration costs. Specialty Chemicals operating income was flat compared to
the prior year periods. Excluding the effect of the printing plates and dyes
transactions, favorable volumes in detergent raw materials and separations
products resulted in slightly improved operating income.
Equity in net earnings of affiliates was flat for the second quarter;
however, this improved for the six months due to increased earnings in a 45%
owned affiliate, which sells copolymer and resins.
Interest and other income, net decreased by $42 million for the second
quarter and $51 million for the six month period. During 1995, a special
dividend payment was received from a foreign investment. During 1996, a gain was
recognized on the sale of the printing plates business.
The effective tax rate increased to 36% for the second quarter 1996
from 27% in the second quarter 1995 primarily due to U.S. earnings taxed at
higher rates representing a larger proportion of total earnings. The effective
tax rate of 33% for the six months is comparable to the prior year period.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the second quarter and six
months of 1996 was 5.9 and 5.7, respectively, compared to 8.4 and 8.2 for the
1995 periods. The decrease in both periods was due to weaker earnings from
continuing operations, slightly offset by lower interest expense. For purposes
of calculating the ratio of earnings to fixed charges, earnings consist of
earnings from operations before fixed charges, minority interests and income
taxes. Fixed charges consist of interest and debt expense, capitalized interest
and the estimated interest portion of rents under operating leases.
8
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PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents at June 30, 1996 were $233 million, an
increase of $152 million from December 31, 1995. The increase primarily resulted
from net cash provided by operations of $401 million, partially offset by $287
million of expenditures for capital projects.
For the first six months of 1996, the Company borrowed and repaid $326
million under its commercial paper program. There was no commercial paper
outstanding at June 30, 1996. In May, the Company received $35 million from the
sale of tax exempt bonds to finance the construction of pollution control
facilities in Texas and Virginia. The Company paid a dividend of $130 million
in February, 1996 for the year 1995.
The Company had an aggregate of $175 million medium-term notes
outstanding as of June 30, 1996. The Company may sell from time to time up to
an additional $250 million of such notes. The proceeds from the sale of any
medium-term notes will be used for general corporate purposes.
The Company expects that its capital expenditures, investments and
working capital requirements will continue to be met primarily from cash
generated from operations. However, the Company may, due to the timing of
funding requirements, supplement its liquidity from external or affiliated
sources. Such sources include the Company's medium-term note shelf
registration, commercial paper program and loans from its Parent or Hoechst AG
and affiliates.
9
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
Regarding the action filed by the United States Environmental
Protection Agency and Department of Justice ("DOJ") alleging the Company's
Celriver plant is subject to the Benzene NESHAP Fugitive Emissions Standard of
the Clean Air Act and seeking penalties of up to $25,000 per day of violation,
described in Part I, Item 3 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 (the "1995 10-K"), the U.S. District Court
for the District of South Carolina granted the Company summary judgment in May
1996 dismissing the penalty claim. The DOJ has filed an appeal. In the related
Bishop action, also described in Part I, Item 3 of the 1995 10-K, the Company's
motion for summary judgment was denied by the U.S. District Court for the
Southern District of Texas, without ruling on the merits to allow for more
discovery.
10
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PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) NONE REQUIRED.
(b) FORM 8-K
During the quarter ended June 30, 1996, no reports on Form 8-K were
filed.
Pursuant to the requirements of the Securities and Exchange Act of
1934, this Form 10-Q has been signed on behalf of the Registrant by its Chief
Accounting Officer who is authorized to sign on behalf of the Registrant.
Hoechst Celanese Corporation
/s/R. W. Smedley
Vice President and Controller
August 2, 1996
11
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENT OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 233
<SECURITIES> 62
<RECEIVABLES> 2,163
<ALLOWANCES> (35)
<INVENTORY> 807
<CURRENT-ASSETS> 3,361
<PP&E> 4,550
<DEPRECIATION> (1,824)
<TOTAL-ASSETS> 8,601
<CURRENT-LIABILITIES> 2,394
<BONDS> 982
0
0
<COMMON> 0
<OTHER-SE> 3,531
<TOTAL-LIABILITY-AND-EQUITY> 8,601
<SALES> 3,547
<TOTAL-REVENUES> 3,547
<CGS> 2,865
<TOTAL-COSTS> 395
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (2)
<INTEREST-EXPENSE> (43)
<INCOME-PRETAX> 287
<INCOME-TAX> 96
<INCOME-CONTINUING> 102
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 102
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
