<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 1-13404
THE GENERAL CHEMICAL GROUP INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 02-0423437
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 929-2606
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____
The number of shares of Common Stock outstanding at July 25, 1997 was
11,186,059.
The number of shares of Class B Common Stock outstanding at July 25, 1997 was
9,768,421.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
THE GENERAL CHEMICAL GROUP INC.
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.................. 4-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 8-9
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings......................................... 10
Item 2. Changes in Securities..................................... 10
Item 6. Exhibits and Reports on Form 8-K.......................... 11
SIGNATURES......................................................... 12
EXHIBIT INDEX...................................................... 13
EXHIBITS........................................................... 14-15
</TABLE>
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE GENERAL CHEMICAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues............................................. $ 160,130 $ 164,957 $ 304,701 $ 314,523
Cost of sales............................................ 107,063 110,315 210,123 214,679
Selling, general and administrative expense.............. 27,551 15,398 41,532 30,512
---------- ----------- ---------- -----------
Operating profit......................................... 25,516 39,244 53,046 69,332
Interest expense......................................... 6,245 5,093 12,709 10,350
Interest income.......................................... 664 573 1,272 1,323
Foreign currency transaction (gains) losses.............. (88) (32) (139) 514
Other (income) expense, net.............................. 494 257 408 (196)
---------- ----------- ---------- -----------
Income before income taxes and minority interest......... 19,529 34,499 41,340 59,987
Minority interest........................................ 8,311 6,121 14,769 12,342
---------- ----------- ---------- -----------
Income before income taxes .............................. 11,218 28,378 26,571 47,645
Income tax provision..................................... 4,176 11,120 10,213 18,673
---------- ----------- ---------- -----------
Net income ................................... $ 7,042 $ 17,258 $ 16,358 $ 28,972
========== =========== ========== ===========
Earnings per common and common
equivalent share........................................ $ .33 $ .77 $ .79 $ 1.27
========== =========== ========== ===========
Dividends declared per share............................. $ .025 $ .05 $ .025 $ .10
========== =========== ========== ===========
Weighted average common and common
equivalent shares outstanding........................... 21,505,888 22,349,659 20,621,365 22,822,753
========== ========== ========== ==========
</TABLE>
See the accompanying notes to consolidated financial statements.
-1-
<PAGE>
<PAGE>
THE GENERAL CHEMICAL GROUP INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997
---- ----
(UNAUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents.................................................... $ 51,700 $ 22,883
Receivables, net............................................................. 102,478 127,134
Inventories.................................................................. 41,429 41,560
Deferred income taxes........................................................ 11,264 11,091
Other current assets......................................................... 2,153 4,078
--------- ---------
Total current assets.................................................... 209,024 206,746
Property, plant and equipment, net................................................ 239,819 241,710
Other assets ................................................................ 36,294 35,413
--------- ---------
Total assets............................................................ $ 485,137 $ 483,869
========= =========
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts payable............................................................. $ 53,772 $ 53,563
Accrued liabilities.......................................................... 74,205 73,839
Income taxes payable......................................................... 5,500 8,226
Current portion of long-term debt............................................ 17,392 17,392
--------- ----------
Total current liabilities............................................... 150,869 153,020
Long-term debt.................................................................... 217,217 208,615
Other liabilities................................................................. 198,232 200,351
--------- ----------
Total liabilities....................................................... 566,318 561,986
--------- ----------
Minority interest................................................................. 38,572 41,246
--------- ----------
Equity (deficit):
Preferred Stock, $.01 par value; authorized:
10,000,000 shares; none issued or outstanding............................... -- --
Common Stock, $.01 par value; authorized:
100,000,000 shares, issued 8,009,601
and 12,548,099 shares at December 31, 1996 and
June 30, 1997, respectively................................................. 80 125
Class B Convertible Common Stock, $.01 par value;
authorized 40,000,000 shares; issued and outstanding:
14,261,467 and 9,768,421 shares at December 31, 1996 and
June 30, 1997, respectively................................................. 143 98
Capital deficit.............................................................. (185,215) (184,434)
Foreign currency translation adjustments..................................... (1,435) (1,478)
Retained earnings ........................................................... 66,797 93,609
Treasury stock, at cost: 6,325 shares at December 31, 1996
and 1,362,040 shares at June 30, 1997, respectively......................... (123) (27,283)
--------- ----------
Total equity (deficit).................................................. (119,753) (119,363)
--------- ----------
Total liabilities and equity (deficit).................................. $ 485,137 $ 483,869
========= ==========
</TABLE>
See the accompanying notes to the consolidated financial statements.
-2-
<PAGE>
<PAGE>
THE GENERAL CHEMICAL GROUP INC.
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 ................................................................ $ 16,358 $ 28,972
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization............................................. 15,151 16,004
Net loss on disposition of long-term assets............................... 540 372
Unrealized exchange loss.................................................. 11 730
Restricted unit plan costs................................................ 10,530 684
(Increase) in receivables................................................. (22,545) (24,811)
(Increase) in inventories................................................. (1,534) (272)
(Decrease) in accounts payable............................................ (9) (182)
(Decrease) in accrued liabilities......................................... (5,345) (243)
Increase in income taxes payable.......................................... 57 2,688
(Increase) decrease in other assets and liabilities, net.................. (1,579) 1,086
Increase in minority interest............................................. 8,388 2,674
-------- --------
Net cash provided by operating activities.............................. 20,023 27,702
-------- --------
Cash flows from investing activities:
Capital expenditures..................................................... (22,377) (18,407)
Repayment of related party loans ........................................ 14,000 --
Proceeds from sales or disposals of long-term assets.................... -- 10
-------- --------
Net cash used for investing activities................................ (8,377) (18,397)
-------- --------
Cash flows from financing activities:
Net proceeds from initial public offering................................ 40,600 --
Proceeds from long-term debt............................................. 20,000 --
Repayment of long-term debt.............................................. (63,191) (8,696)
Payments to acquire treasury stock....................................... -- (27,160)
Dividends................................................................ -- (2,225)
-------- --------
Net cash used for financing activities................................. (2,591) (38,081)
-------- --------
Effect of exchange rate changes on cash........................................ (43) (41)
-------- --------
Increase (decrease) in cash and cash equivalents.............................. 9,012 (28,817)
Cash and cash equivalents at beginning of period............................... 19,025 51,700
-------- --------
Cash and cash equivalents at end of period..................................... $ 28,037 $ 22,883
======== ========
Supplemental information:
Cash paid for income taxes............................................... $ 10,604 $ 16,739
======== ========
Cash paid for interest................................................... $ 11,977 $ 10,053
======== ========
</TABLE>
See the accompanying notes to the consolidated financial statements.
-3-
<PAGE>
<PAGE>
THE GENERAL CHEMICAL GROUP INC.
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 ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of The General Chemical Group Inc. and its subsidiaries (the
"Company"). These unaudited financial statements have been prepared by 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. The
Company's financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
The Financial Accounting Standards Board issued Statement of Accounting
Standards No. 128, "Earnings Per Share" ("FAS 128"). The Company is required to
adopt FAS 128 for both interim and annual periods ending after December 15,
1997. FAS 128 requires the Company to present Basic Earnings Per Share which
excludes dilution and Diluted Earnings Per Share which includes potential
dilution. The Company believes that the adoption of FAS 128 will not have a
material effect on the Company's earnings per share calculations.
NOTE 2 - RELATED PARTY TRANSACTIONS
Management Agreement
The Company is party to a Management Agreement with Latona Associates
Inc. (a management and advisory company which is controlled by a stockholder of
the Company). Pursuant to the agreement, the Company was charged $2,812 and
$2,920 for the six months ended June 30, 1996 and 1997, respectively, for
corporate supervisory and administrative services and strategic advice and
guidance. The Management Agreement expires on December 31, 2004.
NOTE 3 - ADDITIONAL FINANCIAL INFORMATION
The components of inventories were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997
---- ----
(unaudited)
<S> <C> <C>
Raw materials................... $11,022 $ 9,148
Work in process................. 4,900 7,287
Finished products............... 17,403 16,312
Supplies and containers ........ 8,104 8,813
------- -------
$41,429 $41,560
======= =======
</TABLE>
-4-
<PAGE>
<PAGE>
THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 4 - LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
MATURITIES 1996 1997
---- ----
(UNAUDITED)
<S> <C> <C> <C>
GCC Debt:
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>
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 - DIVIDENDS
On June 5, 1997, the Company's Board of Directors declared a quarterly
cash dividend of $.05 per share, payable July 3, 1997, to shareholders of record
on June 18, 1997.
NOTE 6 - 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
-5-
<PAGE>
<PAGE>
THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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 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
-6-
<PAGE>
<PAGE>
THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONCLUDED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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 7 - CAPITAL STOCK
During the second quarter of 1997, in connection with a sale of its
stock the Stonor Group Limited ("Stonor") converted all 4.4 million shares of
the Class B Common Stock into an identical number of shares of Common Stock.
The Class B Common Stock and Common Stock are substantially similar, except for
certain differences in voting power and restrictions on transfer described in
the Company's Annual Report on Form 10-K for the year ending December 31, 1996.
On April 23, 1997 the Company purchased approximately 1.3 million
shares of Common Stock from Stonor, at a price of $20 per share, pursuant to a
previously announced stock repurchase program by the Company. The purchase was
funded from the Company's cash and cash equivalents balance.
NOTE 8 - ACQUISITIONS
On May 23, 1997, the Company's wholly owned subsidiary, General
Chemical Corporation ("GCC"), 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 GCC's revolving credit facility. The Company will account for this
acquisition using the purchase method.
-7-
<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 $22.9 million at June 30, 1997 as
compared with $51.7 million at December 31, 1996. During the first six months of
1997 the Company generated cash flow from operating activities of $27.7 million,
used cash of $8.7 million for net repayment of long-term debt, used cash of
$18.4 million for capital expenditures and used cash of $27.2 million for the
acquisition of treasury stock.
The Company had working capital of $53.7 million at June 30, 1997 as
compared with $58.2 million at December 31, 1996. This decrease in working
capital primarily reflects lower cash balances offset by higher accounts
receivable balances.
On July 1, 1997, the previously-announced acquisition of Peridot
Holdings, Inc. by a subsidiary of the Company was closed. Funding for this
transaction was provided with existing cash and borrowings on a revolving credit
facility.
Results of Operations
Net revenues for the three and six month periods ended June 30, 1997
increased 3 percent to $165.0 million and $314.5 million, respectively, from
$160.1 million and $304.7 million for the comparable periods in 1996. This
increase is due to higher sales in the Manufacturing Segment, partially offset
by lower sales in the Chemical Segment. The increase in the Manufacturing
Segment primarily reflects higher volumes. The decrease in the Chemical Segment
is due primarily to weaker pricing of soda ash.
Gross profit for the three and six month periods ended June 30, 1997
increased 3 percent and 5 percent to $54.6 million and $99.8 million,
respectively, from $53.1 million and $94.6 million for the comparable prior year
periods.
Gross profit as a percentage of sales was 33 percent for the three
month periods ended June 30, 1996 and 1997. Gross profit as a percentage of
sales for the six month period ended June 30, 1997 increased to 32 percent from
31 percent for the same period in 1996. This increase is primarily due to higher
volumes in the Manufacturing Segment.
Selling, general and administrative expense as a percentage of net
revenues was 9 percent and 10 percent for the three and six month periods ended
June 30, 1997, respectively, versus 17 percent and 14 percent for the comparable
prior year periods. This decrease from prior year is primarily due to a one-time
charge recorded in 1996 primarily related to a new Restricted Unit Plan created
by the Company which replaced certain prior equity programs.
Interest expense for the three and six month periods ended June 30,
1997 was $5.1 million and $10.4 million, which was $1.2 million and $2.4 million
lower, respectively, than the comparable prior year levels as a result of lower
outstanding debt balances.
Interest income for the three and six month periods ended June 30, 1997
was $.6 million and $1.3 million, respectively, which approximated the prior
year levels.
-8-
<PAGE>
<PAGE>
The foreign currency transaction (gain)/loss for the three month
periods ended June 30, 1996 and 1997 was $(.1) million. The foreign currency
transaction (gain)/loss for the six month periods ended June 30, 1996 and 1997
were $(.1) million and $.5 million, respectively. These amounts are 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 these foreign currency
transaction gains on this loan is noncash.
Minority interest for the three and six month periods ended June 30,
1997 was $6.1 million and $12.3 million, respectively, versus $8.3 million and
$14.8 million for the comparable periods in 1996. The decrease in both periods
reflect lower earnings of General Chemical (Soda Ash) Partners.
Net income was $17.3 million and $29.0 million for the three and six
month periods ended June 30, 1997, respectively, versus $7.0 million and $16.4
million for the comparable periods in 1996, for the foregoing reasons.
-9-
<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 same 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.
ITEM 5. OTHER INFORMATION
During the second quarter of 1997, in connection with a sale of its
stock the Stonor Group Limited ("Stonor") converted all 4.4 million shares of
the Class B Common Stock into an identical number of shares of Common Stock.
The Class B Common Stock and Common Stock are substantially similar, except for
certain differences in voting power and restrictions on transfer described in
the Company's Annual Report on Form 10-K for the year ending December 31, 1996.
On April 23, 1997 the Company purchased approximately 1.3 million
shares of Common Stock from Stonor, at a price of $20 per share, pursuant to a
previously announced stock repurchase program by the Company. The purchase was
funded from the Company's cash and cash equivalents balance.
-10-
<PAGE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
(11) Computation of Earnings per Common and Common Equivalent
Share.
(27) Financial Data Schedule
b) No report on Form 8-K has been filed by the Company during the
period covered by this report.
-11-
<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.
THE GENERAL CHEMICAL GROUP INC.
-------------------------------
(Registrant)
Date July 28, 1997 /s/ Richard R. Russell
-------------------- --------------------------------------------
RICHARD R. RUSSELL
President and Chief Executive
Officer (Principal Executive Officer) and
Director
Date July 28, 1997 /s/ Ralph M. Passino
-------------------- --------------------------------------------
RALPH M. PASSINO
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
-12-
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
11 Computation of Net Earnings per Common and Common 14
Equivalent shares for the three and six months
ended June 30, 1996 and 1997
27 Financial Date Schedule (EDGAR filings only) 15
</TABLE>
-13-
<PAGE>
<PAGE>
EXHIBIT 11
THE GENERAL CHEMICAL GROUP INC.
COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
(UNAUDITED)
Earnings per share were calculated as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary
Total income used for primary
earnings per share.................................... $ 7,042 $17,258 $16,358 $28,972
======= ======= ======== =======
Weighted average common shares
outstanding........................................... 21,001 21,285 20,369 21,794
Weighted average common
equivalent shares..................................... 505 1,065 252 1,029
------- ------- ------- -------
Weighted average common and
common equivalent shares.............................. 21,506 22,350 20,621 22,823
======= ======= ======== =======
Primary earnings per common share
and common equivalent shares ......................... $ .33 $ .77 $ .79 $ 1.27
======= ======= ======== =======
Fully Diluted
Total income used for primary
earnings per share.................................... $ 7,042 $17,258 $ 16,358 $28,972
======= ======= ======== =======
Weighted average common shares
outstanding........................................... 21,001 21,285 20,369 21,794
Weighted average common
equivalent shares..................................... 519 1,177 259 1,177
------- ------- ------- -------
Weighted average common and
common equivalent shares.............................. 21,520 22,462 20,628 22,971
======= ======= ======== =======
Primary earnings per common share
and common equivalent shares ......................... $ .33 $ .77 $ .79 $ 1.26
======= ======= ======== =======
</TABLE>
-14-
<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> 22,883
<SECURITIES> 0
<RECEIVABLES> 131,712
<ALLOWANCES> 4,578
<INVENTORY> 41,560
<CURRENT-ASSETS> 206,746
<PP&E> 429,600
<DEPRECIATION> 187,890
<TOTAL-ASSETS> 483,869
<CURRENT-LIABILITIES> 153,020
<BONDS> 208,615
0
0
<COMMON> 223
<OTHER-SE> (119,586)
<TOTAL-LIABILITY-AND-EQUITY> 485,137
<SALES> 314,523
<TOTAL-REVENUES> 314,523
<CGS> 214,679
<TOTAL-COSTS> 214,679
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,350
<INCOME-PRETAX> 47,645
<INCOME-TAX> 18,673
<INCOME-CONTINUING> 28,872
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,972
<EPS-PRIMARY> 1.27
<EPS-DILUTED> 1.26
</TABLE>
