<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 1-9859
PIONEER COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1215192
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4200 NATIONSBANK CENTER, 700 LOUISIANA STREET, HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(713) 225-3831
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 [_]
APPLICABLE ONLY TO CORPORATE ISSUERS:
On August 1, 1997, there were outstanding 8,622,380 shares of the
Company's Class A Common Stock and 701,062 shares of Class B Common Stock.
<PAGE> 2
TABLE OF CONTENTS
PART I--FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets--June 30, 1997 and December 31, 1996 3
Consolidated Statements of Operations--Three Months Ended June 30, 1997 and 1996 and 4
Six Months Ended June 30, 1997 and 1996
Consolidated Statements of Cash Flows--Six Months Ended June 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9
PART II--OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
PART I -- FINANCIAL INFORMATION
PIONEER COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 36,245 $ 15,754
Accounts receivable, less allowance for doubtful accounts of $1,411 at
June 30, 1997 and $1,311 at December 31, 1996 30,170 25,053
Inventories 18,882 11,026
Prepaid expenses 1,128 1,807
------------ ------------
Total current assets 86,425 53,640
Property, plant and equipment:
Land 6,518 5,043
Buildings and improvements 30,383 20,956
Machinery and equipment 143,318 80,898
Cylinders and tanks 4,541 4,540
Construction in progress 23,510 12,321
------------ ------------
208,270 123,758
Less accumulated depreciation (23,595) (17,479)
------------ ------------
184,675 106,279
Other assets, net of accumulated amortization of $1,887 at June 30, 1997
and $1,631 at December 31, 1996 45,528 27,190
Excess cost over fair value of net assets acquired, net of accumulated
amortization of $10,710 at June 30, 1997 and $8,027 at December 31, 1996 132,136 114,459
------------ ------------
Total assets $ 448,764 $ 301,568
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,431 $ 18,103
Accrued liabilities 19,781 23,859
Returnable deposits 3,415 3,238
Current portion of long-term debt 2,794 128
------------ ------------
Total current liabilities 41,421 45,328
Long-term debt 325,344 161,103
Returnable deposits 3,272 3,272
Accrued pension and other employee benefits 17,992 14,100
Other long-term liabilities 17,632 17,864
Commitments and contingencies
Preferred stock: $.01 par value, authorized 55,000 shares, 55,000 issued 5,500 --
Stockholders' equity:
Common stock:
Class A, $.01 par value, authorized 46,000 shares, issued and
outstanding 8,623 at June 30, 1997 and 7,906 at December 31, 1996 86 79
Class B, $.01 par value, authorized 4,000 shares, issued and outstanding
701 at June 30, 1997 and 655 at December 31, 1996, convertible
share-for-share into Class A shares 7 7
Additional paid-in capital 54,720 53,853
Retained earnings (deficit) (17,210) 5,962
------------ ------------
Total stockholders' equity 37,603 59,901
------------ ------------
Total liabilities and stockholders' equity $ 448,764 $ 301,568
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
PIONEER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 53,987 $ 54,217 $ 100,033 $ 103,113
Cost of sales 44,419 38,993 80,758 73,744
------------ ------------ ------------ ------------
Gross profit 9,568 15,224 19,275 29,369
Selling, general and administrative expense 7,771 7,878 16,176 14,846
------------ ------------ ------------ ------------
Operating income 1,797 7,346 3,099 14,523
Interest expense, net 5,366 4,755 10,140 9,217
Other income, net 198 7 427 93
------------ ------------ ------------ ------------
Income (loss) before taxes and extraordinary item (3,371) 2,598 (6,614) 5,399
Income tax provision (benefit) (1,311) 1,507 (2,100) 3,152
------------ ------------ ------------ ------------
Income (loss) before extraordinary item (2,060) 1,091 (4,514) 2,247
Extraordinary loss from early extinguishment of
debt (net of income tax benefit of $12,439) 18,658 -- 18,658 --
------------ ------------ ------------ ------------
Net income (loss) $ (20,718) $ 1,091 $ (23,172) $ 2,247
============ ============ ============ ============
Income (loss) per share before extraordinary item $ (0.22) $ 0.12 $ (0.48) $ 0.25
Extraordinary loss per share (2.00) -- (2.01) --
------------ ------------ ------------ ------------
Net income (loss) per share $ (2.22) $ 0.12 $ (2.49) $ 0.25
============ ============ ============ ============
Weighted average number of shares
of common stock outstanding 9,324 9,160 9,288 9,151
</TABLE>
See notes to consolidated financial statements.
4
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PIONEER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Operating activities:
Net income (loss) $ (23,172) $ 2,247
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Extraordinary item (net of tax) 18,658 --
Depreciation and amortization 9,712 9,074
Net change in deferred taxes (975) 2,720
Net effect of changes in operating assets and liabilities (net of
acquisitions) (Note 2) (5,963) (5,863)
------------ ------------
Net cash flows (used in) from operating activities (1,740) 8,178
Investing activities:
Acquisition of businesses (97,000) (1,572)
Capital expenditures (6,164) (9,296)
------------ ------------
Net cash flows used in investing activities (103,164) (10,868)
Financing activities:
Payments on long-term debt (162,092) --
Proceeds from long-term debt 300,000 --
Debt issuance and related costs (13,387)
Issuance of Class A common stock 874 148
------------ ------------
Net cash flows from financing activities 125,395 148
Net increase (decrease) in cash 20,491 (2,542)
Cash acquired in purchase -- 69
Cash at beginning of period 15,754 11,276
------------ ------------
Cash at end of period $ 36,245 $ 8,803
============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
PIONEER COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
1. ORGANIZATION AND BASIS OF PRESENTATION
The consolidated balance sheet at June 30, 1997 and the consolidated
statements of operations and cash flows for all periods presented are unaudited
and reflect all adjustments, consisting of normal recurring items, which
management considers necessary for a fair presentation. Operating results for
the first six months of 1997 are not necessarily indicative of results to be
expected for the year ending December 31, 1997. The consolidated financial
statements include the accounts of Pioneer Companies, Inc. ("PCI") and its
subsidiaries (collectively referred to as the "Company"). All significant
intercompany balances and transactions have been eliminated in consolidation.
All dollar amounts in the tabulations in the notes to the consolidated
financial statements are stated in thousands of dollars unless otherwise
indicated.
The consolidated balance sheet at December 31, 1996 is derived from the
December 31, 1996 audited consolidated financial statements, but does not
include all disclosures required by generally accepted accounting principles,
since certain information and disclosures normally included in the notes to the
financial statements have been condensed or omitted as permitted by the rules
and regulations of the Securities and Exchange Commission. The accompanying
unaudited financial statements should be read in conjunction with the financial
statements contained in the Annual Report on Form 10-K for the year ended
December 31, 1996.
Income (loss) per common share is computed using the weighted average
number of common shares outstanding during the period, after giving retroactive
effect to a 7% stock dividend on Class A and Class B Common Stock to
stockholders of record on December 16, 1996. Common stock equivalents are not
significant; accordingly, such items were not used in the computation of net
income (loss) per common share.
ACQUISITION
On June 17, 1997, PCI and Pioneer Americas Acquisition Corp. ("PAAC")
consummated the acquisition of a chlor-alkali production facility and related
business located in Tacoma, Washington (the "Tacoma Acquisition") from OCC
Tacoma, Inc. ("OCC Tacoma"), a subsidiary of Occidental Chemical Corporation.
Pursuant to the Asset Purchase Agreement, dated as of May 14, 1997, a
subsidiary of the Company acquired substantially all of the assets and
properties used by OCC Tacoma in the chlor-alkali business at Tacoma,
Washington. The purchase price consisted of (i) $97,000, payable in cash; (ii)
55,000 shares of Convertible Redeemable Preferred Stock, par value $.01 per
share, of PCI, having a liquidation preference of $100 per share, and (iii) the
assumption of certain obligations related to the acquired chlor-alkali
business.
PRO FORMA FINANCIAL DATA
The following pro forma financial data presents the consolidated financial
results of operations as if the Tacoma Acquisition had occurred at the
beginning of the period presented and does not purport to be indicative of
either future results of operations or results that would have occurred had the
Tacoma Acquisition actually been made as of such date.
6
<PAGE> 7
PRO FORMA COMBINED SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Revenues $ 137,054 $ 142,777
Income (loss) before extraordinary item (1,455) 6,862
Extraordinary loss, early extinguishment
of debt (net of income tax benefit of $12,439) 18,658 --
------------ ------------
Net income (loss) $ (20,113) $ 6,862
============ ============
Weighted average number of shares of
common stock outstanding 9,288 9,151
Per Share Data:
Income (loss) before extraordinary item $ (0.16) $ 0.75
Extraordinary loss (2.00) --
------------ ------------
Net income $ (2.16) $ 0.75
============ ============
</TABLE>
2. SUPPLEMENTAL CASH FLOW INFORMATION
Net effect of changes in operating assets and liabilities (net of
acquisitions) are as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Accounts receivable $ (4,782) $ (2,610)
Inventories (635) 230
Prepaid expenses 790 998
Other assets (3,315) (2,901)
Accounts payable 490 (2,882)
Accrued liabilities (651) 748
Returnable deposits -- 133
Other long-term liabilities 2,140 421
------------ ------------
Net change in operating accounts $ (5,963) $ (5,863)
============ ============
</TABLE>
Following is supplemental cash flow information:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------
1997 1996
---------- ----------
<S> <C> <C>
Cash payments for:
Interest $ 4,373 $ 9,660
Income taxes 543 3,048
Acquisition of OCC Tacoma facility:
Cash paid for acquisition $ 97,000
Equity contribution by parent 5,500
Liabilities assumed 2,955
----------
Fair value of assets acquired $ 105,455
==========
Acquisition of KWT, Inc.:
Cash paid for acquisition $ 1,572
Long-term debt issued 8,017
Liabilities assumed 2,167
----------
Fair value of assets acquired $ 11,756
==========
</TABLE>
7
<PAGE> 8
Other non-cash items included in the consolidated financial statements
include an increase in stockholders' equity of $2,700 for the six months ended
June 30, 1996 due to the recognition of the net operating loss carryforward.
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
---------- ----------
<S> <C> <C>
Raw materials, supplies and parts $ 14,633 $ 10,610
Finished goods and work-in-process 8,015 4,349
Inventories under exchange agreements (3,766) (3,933)
---------- ----------
$ 18,882 $ 11,026
========== ==========
</TABLE>
4. COMMITMENTS AND CONTINGENCIES
The Company is subject to various legal proceedings and potential claims
arising in the ordinary course of its business. In the opinion of management,
the Company has adequate legal defenses and/or insurance coverage with respect
to these matters and management does not believe that they will materially
affect the Company's operations or financial position.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the financial statements and the notes thereto.
This item will discuss and analyze the financial condition of the Company
at June 30, 1997 and the results of operations of the Company for the three
months and six months ended June 30, 1997 and 1996, respectively. The following
table sets forth certain operating data of the Company for the periods
indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues $ 53,987 $ 54,217 $ 100,033 $ 103,113
Cost of sales 44,419 38,993 80,758 73,744
---------- ---------- ---------- ----------
Gross profit 9,568 15,224 19,275 29,369
Selling, general and administrative expense 7,771 7,878 16,176 14,846
---------- ---------- ---------- ----------
Operating income 1,797 7,346 3,099 14,523
Interest expense, net 5,366 4,755 10,140 9,217
Other income, net 198 7 427 93
---------- ---------- ---------- ----------
Income (loss) before taxes and extraordinary item (3,371) 2,598 (6,614) 5,399
Income tax provision (benefit) (1,311) 1,507 (2,100) 3,152
---------- ---------- ---------- ----------
Net income (loss) before extraordinary item (2,060) 1,091 (4,514) 2,247
Extraordinary loss 18,658 -- 18,658 --
---------- ---------- ---------- ----------
Net income (loss) $ (20,718) $ 1,091 $ (23,172) $ 2,247
========== ========== ========== ==========
</TABLE>
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
Revenues
Revenues decreased by $3.1 million or approximately 3% to $100.0 million
for the six months ended June 30, 1997. Revenues for Pioneer Chlor Alkali
Company, Inc. ("PCAC") decreased $7.4 million or approximately 10% in the first
six months of 1997 compared to the same period a year ago. Electrochemical unit
("ECU") prices decreased by approximately 4%, which reflects a $50 per ton
decrease in caustic soda prices, partially offset by a $43 per ton increase in
chlorine prices. In addition, caustic soda sales volume decreased 12% due to
weather-related delays in Mississippi River barge shipments during the first
quarter of 1997 and a reduction in exchange activity. Revenues for All-Pure
Chemical Co. ("All-Pure") increased 12% or $2.7 million in the first six months
of 1997 compared to the same period a year ago. This increase was due to the
revenues associated with the acquisition of T.C. Products, Inc. which the
Company acquired in the third quarter of 1996. Revenues for Kemwater North
America Co. ("Kemwater") increased approximately 8% as the February 1, 1996
acquisition of KWT, Inc. resulted in six full months of revenue during 1997.
Cost of Sales
Cost of sales increased by $7.0 million or almost 10% to $80.8 million for
the six months ended June 30, 1997. This increase was the result of the
acquisitions mentioned above, partially offset by lower cost of sales for
caustic soda due to lower sales volumes.
Gross Profit
Gross profit margin decreased from 29% during the first six months of 1996
to approximately 19% during the first six months of 1997. This decrease was a
result of lower ECU prices described above along with somewhat higher ECU
manufacturing costs.
Selling, General and Administrative Expense
Selling, general and administrative expense increased by $1.3 million or
9% to $16.2 million during the 1997 period primarily due to the inclusion of
those expenses related to KWT, Inc. and T.C. Products, Inc.
9
<PAGE> 10
Interest Expense
Interest expense increased by approximately $0.9 million to $10.1 million
in the first six months of 1997 from $9.2 million in the first half of 1996.
This increase was a result of the acquisitions mentioned above and the debt
incurred for the refinancing of the Company's long-term debt and the Tacoma
Acquisition.
Income (Loss) Before Taxes and Extraordinary Item
As a result of the above, income (loss) before income taxes and
extraordinary item decreased $12.0 million to a loss of $6.6 million for the
six months ended June 30, 1997 from income of $5.4 million for the six months
ended June 30, 1996.
Extraordinary Loss from Early Extinguishment of Debt
During the second quarter of 1997, the Company recognized a $18.7 million
extraordinary loss as a result of the early extinguishment of the 13 3/8% First
Mortgage Notes. The extraordinary loss consisted primarily of the 20% premium
paid on the face value of the notes and the write-off of debt placement fees
related to the notes (net of tax benefit of $12.4 million).
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
Revenues
Revenues decreased by $0.2 million to $54.0 million for the three months
ended June 30, 1997. Revenues for PCAC decreased $2.5 million or approximately
7% in the second quarter of 1997 compared to the same period a year ago. ECU
prices decreased by approximately 4%, which reflects a $58 per ton decrease in
caustic soda prices, partially offset by a $48 per ton increase in chlorine
prices. In addition, caustic soda sales volumes declined because of a decrease
in exchange activity. Revenues for All-Pure increased 11% or $1.5 million in
the second quarter of 1997 compared to the same period a year ago. This
increase was due to the revenues associated with the acquisition of T.C.
Products, Inc. which the Company acquired in the second quarter of 1996.
Revenues for Kemwater decreased approximately 12% as significant competitive
pressures in Kemwater's products have resulted in lower sales volumes and
prices.
Cost of Sales
Cost of sales increased by $5.4 million or almost 14% to $44.4 million
during the second quarter of 1997 compared to the year ago period. This
increase was the result of the acquisition mentioned above, along with higher
ECU manufacturing costs when compared to the same period a year ago.
Gross Profit
Gross profit margin decreased from 28% during the second quarter of 1996
to approximately 18% during the second quarter of 1997. This decrease was a
result of lower ECU prices described above along with somewhat higher ECU
manufacturing costs.
Selling, General and Administrative Expense
Selling, general and administrative expense decreased by $0.1 million or
1% to $7.8 million during the second quarter of 1997 compared to the second
quarter of 1996.
Interest Expense
Interest expense increased by approximately $0.6 million to $5.4 million
in the second quarter of 1997 from $4.8 million in the second quarter of 1996.
This increase was a result of the acquisition mentioned above and the debt
incurred for the refinancing of the Company's long-term debt and the Tacoma
Acquisition.
Income (Loss) Before Taxes and Extraordinary Item
As a result of the above, income (loss) before income taxes and
extraordinary item decreased $6.0 million to a loss of $3.4 million for the
three months ended June 30, 1997 from income of $2.6 million for the three
months ended June 30, 1996.
Extraordinary Loss from Early Extinguishment of Debt
During the second quarter of 1997, the Company recognized a $18.7 million
extraordinary loss as a result of the early extinguishment of the 13 3/8% First
Mortgage Notes. The extraordinary loss consisted primarily of the 20% premium
paid on the face value of the notes and the write-off of debt placement fees
related to the notes (net of tax benefit of $12.4 million).
10
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
Concurrent with the closing of the Tacoma Acquisition on June 17, 1997, a
subsidiary of the Company, Pioneer Americas Acquisition Corp. ("PAAC")
consummated a series of related transactions (the "Refinancings") comprised of
(i) a cash tender offer (the "Tender Offer") to purchase all of PAAC's existing
13 3/8% First Mortgage Notes due 2005 (the "First Mortgage Notes") at 120% of
their principal amount, (ii) the issuance and sale of $200 million of 9 1/4%
Series A Senior Secured Notes due 2007 (the "Initial Offering"), and (iii)
borrowings of $100.0 million in term loans under a new term loan facility (the
"Term Facility"). The proceeds of $300 million from these transactions were
used to complete the tender offer, effect the Tacoma acquisition, and pay
related expenses. Funds not so used were added to working capital.
On May 19, 1997, PAAC commenced the Tender Offer for all of its existing
First Mortgage Notes and the related Consent Solicitation from holders of the
First Mortgage Notes to delete or modify certain covenants and other provisions
governing the First Mortgage Notes. On June 17, 1997, all outstanding First
Mortgage Notes were repurchased in the Tender Offer.
On June 17, 1997, PAAC also entered into a $35.0 million revolving loan
(subject to borrowing base limitations that relate to the level of accounts
receivable and inventory) and letter of credit facility (the "Revolving
Facility").
The Revolving Facility provides for revolving loans (the "Revolving
Loans") in an aggregate principal amount up to $35.0 million, of which up to
$10.0 million will be available for the issuance of letters of credit. PAAC did
not incur Revolving Loans at closing in connection with the Refinancings and
the Tacoma Acquisition but had $2.8 million in letters of credit outstanding at
such time under the Revolving Facility.
The Company believes that cash flow from current and anticipated future
levels of operations and, to a lesser extent, the availability under the
Revolving Facility, will be adequate to make the required payments of principal
and interest on outstanding indebtedness, as well as to fund its foreseeable
capital expenditures and working capital requirements. Annualized cash interest
of approximately $27.0 million will be payable on the Company's long-term debt.
The Company anticipates that capital expenditures for 1997, excluding
acquisitions, will be approximately $20.0 million, including approximately $4.4
million for environmental compliance matters. The Company believes that
forecasted capital expenditures will permit it to maintain its facilities on a
basis competitive within the industry through improved efficiency and
throughput and continuation of high operating rates. To the extent that the
Company were to draw upon the commitments under the Credit Facility due to
adverse business conditions or to finance acquisitions or for other corporate
purposes, the Company's aggregate interest expense would be increased.
The Company's belief that it will generate sufficient cash flow for its
requirements is based, among other things, on the assumptions that: (i) the
Company's cash flow will be positive as a result of the continuing operating
profitability of its business; (ii) the Company will invest in working capital
in accordance with prior practices; and (iii) the Company will not incur any
material capital expenditures in excess of its business plan.
Net Cash Flows from (Used in) Operating Activities. During the first six
months of 1997, the Company used $1.7 million in cash from operating activities
mainly due to a net loss and a decrease in working capital, partially offset by
depreciation and amortization.
Net Cash Flows from Investing Activities. Cash used in investing
activities for the first six months of 1997 was $103.2 million due to the
Tacoma Acquisition and various capital expenditures related to property, plant
and equipment.
Net Cash Flows from Financing Activities. There was $125.4 million in cash
provided by financing activities in the first six months of 1997 from the
issuance of new debt as discussed above.
11
<PAGE> 12
ACCOUNTING CHANGES
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 "Earnings per Share" ("SFAS
No. 128"). SFAS No. 128 establishes new standards for computing and presenting
earnings per share. The Company is required to adopt the provisions of SFAS No.
128 for its consolidated financial statements for the year ended December 31,
1997 and subsequent interim periods. Upon adoption, the standard also requires
the restatement of all prior period earnings per share information presented.
The adoption of SFAS No. 128 is not expected to have a material effect on the
Company's earnings per share computations or disclosures.
In June 1997, the Financial Accounting Standards Board issued Statement
No. 130, "Reporting Comprehensive Income," (SFAS No. 130) and Statement No.
131, "Disclosures About Segments of an Enterprise and Related Information,"
(SFAS No. 131). SFAS No. 130 and SFAS No. 131 are effective for fiscal years
beginning after December 17, 1997. SFAS No. 130 establishes standards for
reporting and displaying of comprehensive income and its components. SFAS No.
131 establishes standards for the way that public business enterprises report
information about operating segments in interim and annual financial
statements. These two statements have no effect on the Company's 1997 financial
statements, but management is currently evaluating what, if any, additional
disclosures may be required when these two statements are adopted for the first
quarter of the year ending December 31, 1998.
CHANGES IN SECURITIES
Pursuant to the terms of that certain Asset Purchase Agreement, dated as
of May 14, 1997, by and between OCC Tacoma, Inc. and the Company, on June 17,
1997, the Company issued 55,000 shares of the Company's Series A Preferred
Stock to OCC Tacoma, Inc. The shares formed part of the consideration for the
acquisition of substantially all of the assets and properties used by OCC
Tacoma, Inc. in the chlor-alkali business in Tacoma, Washington, including a
chlor-alkali production facility. The shares were issued to OCC Tacoma, Inc. in
reliance on the exemption provided by Section 4(2) of the Securities Act of
1933.
12
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the stockholders of the Company was held on May
15, 1997. At the meeting William R. Berkley, Michael J. Ferris and Thomas H.
Schnitzius were re-elected as directors of the Company, with terms of office
ending at the annual meeting of stockholders to be held in 2000. A total of
5,703,322 shares were voted in favor of the election of each of Messrs.
Berkley, Ferris and Schnitzius.
At the annual meeting the stockholders also approved an amendment to
the Company's Non-Employee Director Stock Plan providing for the issuance of up
to an additional 100,000 shares of the Company's Class A common stock in
accordance with the terms of the plan. A total of 5,702,033 shares were voted
in favor of approval of the plan and 852 shares were voted against the approval
of the plan.
The stockholders also ratified the selection of Deloitte & Touche
L.L.P. as independent certified public accountants to audit the financial
statements of the Company and its subsidiaries for the fiscal year ending
December 31, 1997. A total of 5,702,539 shares were voted in favor of
ratification and 783 shares were voted against ratification.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
No. Description
--- -----------
2 Asset Purchase Agreement, dated as of May 14, 1997, by and between
OCC Tacoma, Inc. and the Company (incorporated by reference to
Exhibit 2 to the Company's Form 8-K dated June 17, 1997, and filed on
July 1, 1997).
4.1 Certificate of Designations of Series A Preferred Stock of the
Company (incorporated by reference to Exhibit 4 to the Company's Form
8-K dated June 17, 1997, and filed on July 1, 1997).
4.2 Indenture, dated as of June 17, 1997, by and among Pioneer Americas
Acquisition Corp. ("PAAC"), the Subsidiary Guarantors defined therein
and United States Trust Company of New York, as Trustee, relating to
$200,000,000 principal amount of 9 1/4% Series A Senior Notes due
2007, including form of Note and Guarantees (incorporated by
reference to Exhibit 4.1 to PAAC's Registration Statement on Form
S-4, as amended (file no. 333-30683)).
4.3(a) Deed of Trust, Assignment of Leases and Rents, Security Agreement,
Fixture Filing and Financing Statement by Pioneer Chlor Alkali
Company, Inc. ("PCAC") (Tacoma, Washington) (incorporated by
reference to Exhibit 4.2(a) to PAAC's Registration Statement on Form
S-4, as amended (file no. 333-30683)).
4.3(b) Mortgage, Assignment of Leases and Rents, Security Agreement,
Fixture Filing and Financing Statement by PCAC (St. Gabriel,
Louisiana) (incorporated by reference to Exhibit 4.2(b) to PAAC's
Registration Statement on Form S-4, as amended (file no. 333-30683)).
4.3(c) Mortgage, Assignment of Leases and Rents, Security Agreement, Fixture
Filing and Financing Statement by PCAC (Henderson, Nevada)
(incorporated by reference to Exhibit 4.2(c) to PAAC's Registration
Statement on Form S-4, as amended (file no. 333-30683)).
4.4(a) Term Loan Agreement, dated as of June 17, 1997, among PAAC, various
financial institutions as Lenders, DLJ Capital Funding, inc., as the
Syndication Agent, Salomon Brothers Holding Company Inc, as the
Documentation Agent and Bank of America Illinois, as the
Administrative Agent (the "Term Loan Agreement") (incorporated by
reference to Exhibit 4.3(a) to PAAC's Registration Statement on Form
S-4, as amended (file no. 333-30683)).
13
<PAGE> 14
4.4(b) Subsidiary Guaranty, dated June 17, 1997, executed by each of the
Subsidiaries party thereto, as guarantor, respectively, in favor of
the Lenders, guaranteeing the obligations of one another under the
Term Loan Agreement (incorporated by reference to Exhibit 4.3(b) to
PAAC's Registration Statement on Form S-4, as amended (file no.
333-30683)).
4.5 Security Agreement, dated as of June 17, 1997, among PCAC and United
States Trust Company of New York, as Collateral Agent (incorporated
by reference to Exhibit 4.4 to PAAC's Registration Statement on Form
S-4, as amended (file no. 333-30683)).
4.6 Stock Pledge Agreement, dated as of June 17, 1997, among Pioneer
Americas, Inc. ("PAI") and United States Trust Company of New York,
as Collateral Agent (incorporated by reference to Exhibit 4.5 to
PAAC's Registration Statement on Form S-4, as amended (file no.
333-30683)).
4.7(a) Loan and Security Agreement, dated as of June 17, 1997, by and among
PAAC, Bank of America Illinois, as Agent and Lender and the other
Lenders party thereto (the "Revolving Loan Agreement") (incorporated
by reference to Exhibit 4.6(a) to PAAC's Registration Statement on
Form S-4, as amended (file no. 333-30683)).
4.7(b) Master Corporate Guaranty, dated June 17, 1997, executed by each of
the Subsidiaries party thereto, as guarantor, respectively, in favor
of Bank of Americas Illinois, as Agent, for the ratable benefit of
the Lenders, guaranteeing the obligations of one another under the
Revolving Loan Agreement (incorporated by reference to Exhibit 4.6(b)
to PAAC's Registration Statement on Form S-4, as amended (file no.
333-30683)).
4.7(c) Master Security Agreement, dated June 17, 1997, executed by each of
the Subsidiaries party thereto, as guarantor, respectively, in favor
of Bank of Americas Illinois, as Agent, for the ratable benefit of
the Lenders (incorporated by reference to Exhibit 4.6(c) to PAAC's
Registration Statement on Form S-4, as amended (file no. 333-30683)).
4.8 Intercreditor and Collateral Agency Agreement, dated as of June 17,
1977 by and among United States Trust Company of New York, as Trustee
and Collateral Agent, Bank of America Illinois, as Agent, PAAC, PAI
and PCAC (incorporated by reference to Exhibit 4.7 to PAAC's
Registration Statement on Form S-4, as amended (file no. 333-30683)).
10.1 Chlorine and Caustic Soda Sales Agreement, dated as of June 17, 1997,
between Occidental Chemical Corporation and Pioneer Chlor Alkali
Company, Inc. ("PCAC") (incorporated by reference to Exhibit 10.13 to
PAAC's Registration Statement on Form S-4, as amended (file no.
333-30683)).
10.2 Chlorine Purchase Agreement, dated as of June 17, 1997, between OCC
Tacoma, Inc. and PCAC (incorporated by reference to Exhibit 10.14 to
PAAC's Registration Statement on Form S-4, as amended (file no.
333-30683)).
10.3 Environmental Operating Agreement, dated as of June 17, 1997, between
OCC Tacoma, Inc. and PCAC (incorporated by reference to Exhibit 10.15
to PAAC's Registration Statement on Form S-4, as amended (file no.
333-30683)).
27 Financial Data Schedule.
14
<PAGE> 15
(b) Reports on Form 8-K
On May 29, 1997, the Company filed a Current Report on Form 8-K dated
May 20, 1997. The report disclosed under Item 5, Other Events, that
its wholly-owned subsidiary, Pioneer Americas Acquisition Corp.
("PAAC"), had commenced a cash tender offer to purchase all of the
$135,000,000 in principal amount of its outstanding 13-3/8% First
Mortgage Notes due 2005 and a related consent solicitation to
eliminate certain restrictive covenants and other provisions of the
Indenture pursuant to which the Notes were issued. No financial
statements were filed with the report.
On July 1, 1997, the Company filed a Current Report on Form 8-K dated
June 17, 1997. The report disclosed under Item 2, Acquisition or
Disposition of Assets, that on June 17, 1997, PCAC had acquired
substantially all of the assets and properties used by OCC Tacoma,
Inc. in the chlor-alkali business in Tacoma, Washington, including a
chlor-alkali production facility, and the source of consideration for
the acquisition was also disclosed. Filed with the report were
financial statements of the business acquired and pro forma financial
information.
15
<PAGE> 16
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 hereunto duly authorized.
PIONEER COMPANIES, INC.
August 12, 1997 By: /s/ Philip J. Ablove
----------------------------------
Philip J. Ablove
Vice President and
Chief Financial Officer
(Principal Financial Officer)
16
<PAGE> 17
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> JUN-30-1997
<CASH> 36,245
<SECURITIES> 0
<RECEIVABLES> 31,581
<ALLOWANCES> 1,411
<INVENTORY> 18,882
<CURRENT-ASSETS> 86,425
<PP&E> 208,270
<DEPRECIATION> 23,595
<TOTAL-ASSETS> 448,764
<CURRENT-LIABILITIES> 41,421
<BONDS> 325,344
5,500
0
<COMMON> 93
<OTHER-SE> 37,510
<TOTAL-LIABILITY-AND-EQUITY> 448,764
<SALES> 100,033
<TOTAL-REVENUES> 100,033
<CGS> 80,758
<TOTAL-COSTS> 80,758
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,140
<INCOME-PRETAX> (6,614)
<INCOME-TAX> (2,100)
<INCOME-CONTINUING> (4,514)
<DISCONTINUED> 0
<EXTRAORDINARY> (18,658)
<CHANGES> 0
<NET-INCOME> (23,172)
<EPS-PRIMARY> (2.49)
<EPS-DILUTED> (2.49)
</TABLE>
