<PAGE>
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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, 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 33-64824
GENERAL CHEMICAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 22-2689817
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
90 EAST HALSEY ROAD
PARSIPPANY, NEW JERSEY 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 515-0900
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I
(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE
REDUCED DISCLOSURE FORMAT.
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
--- ----
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<PAGE>
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GENERAL CHEMICAL CORPORATION
FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 1997
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Statements of Operations - Three Months
and Six Months Ended June 30, 1996 and 1997................ 1
Consolidated Balance Sheets - December 31, 1996 and
June 30, 1997.............................................. 2
Consolidated Statements of Cash Flows - Six Months
Ended June 30, 1996 and 1997............................... 3
Notes to the Consolidated Financial Statements.............. 4-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 7-8
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings..................................... 9
Item 6. Exhibits and Reports on Form 8-K...................... 10
SIGNATURES............................................. 11
EXHIBIT INDEX.......................................... 12
EXHIBIT................................................ 13
</TABLE>
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GENERAL CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ---------------------
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues............................................... $ 133,061 $ 131,107 $ 250,456 $ 246,843
Cost of sales.............................................. 88,223 87,695 171,748 170,307
Selling, general and administrative expense................ 18,117 10,380 27,608 20,820
----------- ----------- ----------- -----------
Operating profit........................................... 26,721 33,032 51,100 55,716
Interest expense........................................... 6,042 5,071 12,121 10,304
Interest income............................................ 279 326 558 790
Foreign currency transaction (gains) losses................ (88) (32) (139) 514
Other (income) expense, net................................ 464 198 356 (311)
----------- ----------- ----------- -----------
Income before income taxes and minority interest........... 20,582 28,121 39,320 45,999
Minority interest.......................................... 8,311 6,122 14,769 12,342
----------- ----------- ----------- -----------
Income before income taxes................................. 12,271 21,999 24,551 33,657
Income tax provision....................................... 4,581 8,582 9,392 13,117
----------- ----------- ----------- -----------
Net income........................................ $ 7,690 $ 13,417 $ 15,159 $ 20,540
=========== =========== =========== ===========
</TABLE>
See the accompanying notes to consolidated financial statements.
-1-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997
---- ----
(UNAUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents........................... $ 32,742 $ 8,335
Receivables, net.................................... 87,288 109,322
Inventories ..................................... 34,444 32,561
Deferred income taxes............................... 9,323 9,147
Other current assets................................ 1,318 3,741
----------- ------------
Total current assets.............................. 165,115 163,106
Property, plant and equipment, net..................... 212,743 215,594
Other assets ..................................... 30,919 30,298
----------- ------------
Total assets...................................... $ 408,777 $ 408,998
=========== ============
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts payable.................................. $ 46,208 $ 46,614
Accrued liabilities............................... 59,900 59,487
Income taxes payable.............................. 3,033 6,445
Current portion of long-term debt................. 17,392 17,392
----------- -----------
Total current liabilities..................... 126,533 129,938
Long-term debt......................................... 217,217 208,615
Other liabilities...................................... 167,591 169,266
----------- -----------
Total liabilities............................. 511,341 507,819
----------- -----------
Minority interest...................................... 38,572 41,246
----------- -----------
Equity (deficit).......................................
Common stock, $.01 par value
authorized: 1,000 shares
issued and outstanding: 100 shares........... -- --
Capital deficit................................... (187,652) (187,080)
Foreign currency translation adjustments.......... (1,435) (1,478)
Retained earnings ................................ 47,951 48,491
----------- -----------
Total equity (deficit)........................ (141,136) (140,067)
----------- -----------
Total liabilities and equity (deficit)........ $ 408,777 $ 408,998
=========== ===========
</TABLE>
See the accompanying notes to the consolidated financial statements.
-2-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------
1996 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................ $ 15,159 $ 20,540
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization............................ 13,175 14,066
Net loss on disposition of long-term assets.............. 540 374
Unrealized exchange loss................................. 11 730
Restricted unit plan costs .............................. 8,309 576
(Increase) in receivables................................ (21,616) (22,189)
Decrease in inventories.................................. 295 1,742
(Increase) in other assets............................... (3,460) (2,172)
Increase (decrease) in accounts payable.................. (81) 433
(Decrease) in accrued liabilities........................ (8,986) (356)
Increase in income taxes payable......................... 2,398 3,374
Increase in other liabilities............................ 556 1,990
Increase in minority interest............................ 8,388 2,674
---------- ----------
Net cash provided by operating activities............. 14,688 21,782
---------- ----------
Cash flows from investing activities:
Capital expenditures....................................... (20,908) (17,452)
---------- ----------
Net cash used for investing activities................ (20,908) (17,452)
---------- ----------
Cash flows from financing activities:
Proceeds from long-term debt............................... 20,000 --
Repayment of long-term debt................................ (44,696) (8,696)
Capital contribution from parent........................... 35,600 --
Dividends.................................................. -- (20,000)
---------- ----------
Net cash provided by (used for) financing activities... 10,904 (28,696)
---------- ----------
Effect of exchange rate changes on cash....................... (43) (41)
---------- ----------
Increase (decrease) in cash and cash equivalents.............. 4,641 (24,407)
Cash and cash equivalents at beginning of period.............. 13,279 32,742
---------- ----------
Cash and cash equivalents at end of period.................... $ 17,920 $ 8,335
========== ==========
Supplemental information:
Cash paid for income taxes................................. $ 3,167 $ 9,901
========== ==========
Cash paid for interest..................................... $ 11,390 $ 10,053
========== ==========
</TABLE>
See the accompanying notes to the consolidated financial statements.
-3-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
The accompanying unaudited consolidated financial statements have been
prepared by General Chemical Corporation ("General Chemical" or the "Company")
pursuant to the rules and regulations of the Securities and Exchange Commission.
The financial statements do not include certain information and footnotes
required by generally accepted accounting principles. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the six months ended June 30, 1997 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1997. General
Chemical's financial statements should be read in conjunction with the financial
statements and the notes thereto included in General Chemical's Annual Report on
Form 10-K for the year ended December 31, 1996.
NOTE 2 - RELATED PARTY TRANSACTIONS
Management Agreement
The Company is party to the Management Agreement with New Hampshire Oak.
Pursuant to the Agreement, the Company was charged $1,520 and $1,571 for the six
months ended June 30, 1996 and 1997, respectively, for general corporate
supervisory services and strategic guidance. The Management Agreement expires
during 1998, subject to extension.
NOTE 3 - ADDITIONAL FINANCIAL INFORMATION
The components of inventories were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997
---- ----
<S> <C> <C>
Raw materials........................... $ 9,567 $ 7,908
Work in process......................... 2,326 3,048
Finished products....................... 14,506 12,792
Supplies ............................... 8,045 8,813
--------- ---------
$ 34,444 $ 32,561
========= =========
</TABLE>
NOTE 4 - LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
MATURITIES 1996 1997
---------- ---- ----
<S> <C> <C> <C>
Bank Term Loan - floating rate.......... 1997-2001 $ 82,609 $ 73,913
Senior Subordinated Notes - 9.25%....... 2003 100,000 100,000
Canada Senior Notes - 9.09%............. 1999 52,000 52,094
-------- --------
Total Debt.............................. 234,609 226,007
Less: Current Portion.................. 17,392 17,392
-------- --------
Net Long-Term Debt...................... $217,217 $208,615
======== ========
</TABLE>
-4-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Aggregate maturities of long-term debt at December 31, 1996 for each of the
years in the five year period ending December 31, 2001 are $17,392, $17,392,
$69,392, $17,392 and $13,041, respectively.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Richmond Works July 26, 1993 Incident. On July 26, 1993 a pressure relief
device on a railroad tank car containing oleum that was being unloaded at the
Company's Richmond, California, facility ruptured during the unloading process,
causing the release of a significant amount of sulfur trioxide. Approximately
150 lawsuits seeking substantial amounts of damages were filed against the
Company on behalf of in excess of 60,000 claimants in municipal and superior
courts of California (Contra Costa and San Francisco Counties) and in federal
court (United States District Court for the Northern District of California).
All state court cases were coordinated before a coordination trial judge (In Re
GCC Richmond Works Cases, JCCP No. 2906) and the federal court cases were stayed
until completion of the state court cases.
After several months of negotiation under the supervision of a settlement
master, the Company and a court-approved plaintiffs' management committee
executed a comprehensive settlement agreement which resolved the claims of
approximately 95 percent of the claimants who filed lawsuits arising out of the
July 26th incident, including the federal court cases. After a final settlement
approval hearing on October 27, 1995, the coordination trial judge approved the
settlement on November 22, 1995. Pursuant to the terms of the settlement
agreement, the Company, with funds to be provided by its insurers pursuant to
the terms of its insurance policies, has agreed to make available a maximum of
$180,000 to implement the settlement. In addition, the settlement agreement
provides, among other things, that while claimants may "opt out" of the
compensatory damages portion of the settlement and pursue their own cases
separate and apart from the class settlement mechanism, they have no right to
opt out of the punitive damages portion of the settlement. Consequently, under
the terms of the settlement, no party may seek punitive damages from the Company
outside of those provided by the settlement.
Notices of appeal of all or portions of the settlement approved by the
court were filed by five law firms representing approximately 2,800 claimants,
with approximately 2,600 of these claimants represented by the same law firm.
Virtually all of these claimants have not specified the amount of their claims
in court documents, although the Company believes that their alleged injuries
are no different in nature or extent than those alleged by the settling
claimants. On May 8, 1996, the California Court of Appeals dismissed each of the
appeals that had been filed challenging the trial court's approval of the class
action settlement. The Court of Appeals dismissed the appeal relating to the
trial court's rulings on plaintiffs' attorney's fees on the ground that the
appealing attorneys lacked standing to appeal. The Court of Appeals also
dismissed each of the other pending appeals, ruling that the trial court's
orders and rulings approving the settlement were not presently appealable, if at
all, by the appealing claimants since they had all elected to opt out of the
settlement. The appealing attorneys and some of the appealing claimants then
filed a petition for review with the California Supreme Court which on August
15, 1996 elected not to review the Court of Appeals' decision.
On March 11, 1997, the coordination judge dismissed the claims of 1,269 of
the approximately 2,750 opt-out claimants, primarily on the grounds that they
had failed to comply with previous pre-trial orders. On April 18, 1997, the
California Court of Appeals denied a petition for review of the dismissals
-5-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONCLUDED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
filed by attorneys for the dismissed opt-out claimants, and on June 8, 1997, the
California Supreme Court denied the same attorneys' petition for review of the
California Court of Appeals' denial of their prior petition.
It is possible that one or more of the appealing claimants, once their
opt-out cases are finally litigated through trial, may attempt to refile all or
a portion of the appeals that were dismissed by the Court of Appeals. While
there can be no assurances regarding how an appellate court might rule in the
event of such a refiling, the Company believes that the settlement will be
upheld on appeal. If the settlement is upheld on appeal, the Company believes
that any further liability in excess of the amounts made available under the
settlement agreement will not exceed the available insurance coverage, if at
all, by an amount that could be material to its financial condition or results
of operations. In the event of a reversal or modification of the settlement on
appeal, with respect to lawsuits by any then remaining claimants (opt-outs and
settling claimants who have not signed releases) the Company believes that,
whether or not it elects to terminate the settlement in the event it is reversed
or modified on appeal, it will have adequate resources from its available
insurance coverage to vigorously defend these lawsuits through their ultimate
conclusion, whether by trial or settlement. However, in the event the settlement
is overturned or modified on appeal, there can be no assurance that the
Company's ultimate liability resulting from the July 26, 1993 incident would not
exceed the available insurance coverage by an amount which could be material to
its financial condition or results of operations, nor is the Company able to
estimate or predict a range of what such ultimate liability might be, if any.
The Company has insurance coverage relating to this incident which totals
$200,000. The first two layers of coverage total $25,000 with a sublimit of
$12,000 applicable to the July 26, 1993 incident, and the Company also has
excess insurance policies of $175,000 over the first two layers. The Company
reached an agreement with the carrier for the first two layers whereby the
carrier paid the Company $16,000 in settlement of all claims the Company had
against that carrier. In the third quarter of 1994, the Company recorded a
$9,000 charge to earnings for costs which the Company incurred related to this
matter. The Company's excess insurance policies, which are written by two
Bermuda-based insurers, provide coverage for compensatory as well as punitive
damages. Both insurers have executed agreements with the Company confirming
their respective commitments to fund the settlement as required by their
insurance policies with the Company and as described in the settlement
agreement. In addition, these same insurers currently continue to provide
substantially the same insurance coverage to the Company.
NOTE 6 - ACQUISITIONS
On May 23, 1997, the Company entered into an agreement to acquire all of
the outstanding stock of Peridot Holdings, Inc., a leading manufacturer and
supplier of sulfuric acid and water treatment chemicals. This transaction closed
on July 1, 1997. Funding for this transaction was provided with existing cash
and borrowings on the Company's revolving credit facility. The Company will
account for this acquisition using the purchase method.
-6-
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
June 30, 1997 Compared with December 31, 1996
- ---------------------------------------------
Financial Condition
- -------------------
Cash and cash equivalents were $8.3 million at June 30, 1997 as compared
with $32.7 million at December 31, 1996. During the first six months of 1997 the
Company generated cash flow from operating activities of $21.8 million, which
was offset by $17.5 million used for capital expenditures, $8.7 million for the
repayment of long-term debt and $20.0 million in dividend payments.
The Company had working capital of $33.2 million at June 30, 1997 as
compared with $38.6 million at December 31, 1996. This decrease in working
capital reflects lower cash and inventory balances, coupled with higher income
taxes payable partially offset by higher accounts receivable.
On July 1, 1997, the previously-announced acquisition of Peridot Holdings,
Inc. by the Company was closed. Funding for this transaction was provided with
existing cash and borrowings on a revolving credit facility.
Six Months Ended June 30, 1997, Compared with Six Months Ended June 30, 1996
- ----------------------------------------------------------------------------
Results of Operations
- ---------------------
The following table sets forth the results of operations and percentage of
net revenues represented by the components of operating income and expense for
the six months ended June 30, 1996 and 1997 (dollars in millions).
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------------------
1996 1997
--------------- --------------
<S> <C> <C> <C> <C>
Net revenues................................... $250.4 100% $246.8 100%
Cost of sales.................................. 171.7 69 170.3 69
------ --- ----- ---
Gross profit................................... 78.7 31 76.5 31
Selling, general and administrative expense.... 27.6 11 20.8 8
------ --- ------ ---
Operating profit............................... $ 51.1 20% $ 55.7 23%
====== === ====== ===
</TABLE>
Net revenues for the six months ended June 30, 1997 were $3.6 million or 1
percent lower than the prior year level due primarily to weaker pricing of soda
ash.
Gross profit for the first six months of 1997 was $76.5 million compared
with $78.7 million for the comparable period in 1996 reflecting weaker pricing.
Gross profit as a percentage of net revenues was 31 percent for the first six
months of 1996 and 1997.
Selling, general and administrative expense was 8 percent of net revenues
for the first six months of 1997, versus 11 percent for the first six months of
1996. This decrease from prior year is primarily due to a one-time charge
recorded in 1996 related to a restricted unit plan created by the Company's
parent which satisfied the Company's liability under its former Phantom Equity
Plan.
Interest expense for the first six months of 1997 was $10.3 million which
was $1.8 million lower than the first six months of 1996 due to lower
outstanding debt balances.
-7-
<PAGE>
<PAGE>
Interest income for the first six months of 1997 was $.8 million which was
$.2 million higher than the first six months of 1996 due to higher cash balances
during the early part of 1997.
The foreign currency transaction loss for the first six months of 1997 was
$.5 million versus a gain of $(.1) million for the first six months of 1996.
This is principally due to the impact of exchange rate fluctuations on a U.S.
dollar denominated loan of the Company's Canadian subsidiary. The impact of
foreign currency transaction (gains) losses on this loan is noncash.
Minority interest for the first six months of 1997 was $12.3 million which
was $2.4 million lower than the first six months of 1996, due to lower earnings
of General Chemical (Soda Ash) Partners.
Net income for the first six months of 1997 was $20.5 million compared with
$15.2 million for the same period in 1996, due to the foregoing.
-8-
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following developments have occurred with respect to this matter since
the filing of the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1997:
Richmond Works July 26, 1993 Incident. On March 11, 1997, the coordination
judge dismissed the claims of 1,269 of the approximately 2,750 opt-out
claimants, primarily on the grounds that they had failed to comply with previous
pre-trial orders. On April 18, 1997, the California Court of Appeals denied a
petition for review of the dismissals filed by attorneys for the dismissed
opt-out claimants, and on June 8, 1997 the California Supreme Court denied the
attorneys' petition for review of the California Court of Appeals' denial of
their prior petition.
On June 6, 1997, General Chemical Canada Ltd. ("GCCL"), a wholly owned
subsidiary of the Company, received a summons issued by the Ministry of the
Environment and Energy alleging that a release of ammoniated material into the
Detroit River from GCCL's Amherstburg, Ontario facility on August 22, 1995,
violated certain provisions of the Environmental Protection Act and Ontario
Water Resources Act. The maximum statutory penalties for the offenses alleged
are in excess of $100,000 and GCCL intends to defend itself vigorously in this
matter.
-9-
<PAGE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) (27) Financial Data Schedule.
b) No report on Form 8-K has been filed by the Company during the
period covered by this report.
-10-
<PAGE>
<PAGE>
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.
GENERAL CHEMICAL CORPORATION
(Registrant)
Date July 28, 1997 /s/ Michael R. Herman
------------- -----------------
Michael R. Herman
Vice President and General Counsel
Date July 28, 1997 /s/ Ralph M. Passino
------------- ----------------
Ralcph M. Passino
Chief Financial Officer and Vice President
of Administration (Principal Financial Officer)
-11-
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<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NUMBER DESCRIPTION PAGE
- -------------- ----------- ----
27 Financial Data Schedule 13
(EDGAR Filings Only)
-12-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial
information extracted from Form 10-Q for
the period ended June 30, 1997 and is
qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 8,335
<SECURITIES> 0
<RECEIVABLES> 113,990
<ALLOWANCES> 4,668
<INVENTORY> 32,561
<CURRENT-ASSETS> 163,106
<PP&E> 384,478
<DEPRECIATION> 168,884
<TOTAL-ASSETS> 408,998
<CURRENT-LIABILITIES> 129,938
<BONDS> 208,615
0
0
<COMMON> 0
<OTHER-SE> (140,067)
<TOTAL-LIABILITY-AND-EQUITY> 408,998
<SALES> 246,843
<TOTAL-REVENUES> 246,843
<CGS> 170,307
<TOTAL-COSTS> 170,307
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,304
<INCOME-PRETAX> 33,657
<INCOME-TAX> 13,117
<INCOME-CONTINUING> 20,540
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,540
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
