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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 MARCH 31, 1998
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 April 30, 1998 was
11,212,736
The number of shares of Class B Common Stock outstanding at April 30, 1998 was
9,758,421
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THE GENERAL CHEMICAL GROUP INC.
FORM 10-Q
QUARTERLY PERIOD ENDED MARCH 31, 1998
INDEX
<TABLE>
<CAPTION>
PAGE NO.
PART I. FINANCIAL INFORMATION:
<S> <C>
Item 1. Financial Statements
Consolidated Statements of Operations - Three Months
Ended March 31, 1997 and 1998........................................................ 1
Consolidated Balance Sheets - December 31, 1997 and
March 31, 1998....................................................................... 2
Consolidated Statements of Cash Flows - Three Months
Ended March 31, 1997 and 1998........................................................ 3
Notes to the Consolidated Financial Statements........................................ 4-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................................... 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
EXHIBITS................................................................................. 13-14
</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
MARCH 31,
----------------------------
1997 1998
---- ----
<S> <C> <C>
Net revenues................................................................ $ 149,566 $ 161,469
Cost of sales............................................................... 104,364 119,434
Selling, general and administrative expense................................. 15,114 15,876
----------- -----------
Operating profit............................................................ 30,088 26,159
Interest expense............................................................ 5,257 5,590
Interest income............................................................. 750 415
Foreign currency transaction (gains) losses................................. 546 (172)
Other (income) expense, net................................................. (453) 10
----------- -----------
Income before income taxes and minority interest............................ 25,488 21,146
Minority interest........................................................... 6,221 4,436
----------- -----------
Income before income taxes ................................................. 19,267 16,710
Income tax provision........................................................ 7,553 6,849
----------- -----------
Net income ........................................................... $ 11,714 $ 9,861
=========== ===========
Earnings per common share:
Basic................................................................. $ .53 $ .47
=========== ===========
Diluted............................................................... $ .50 $ .45
=========== ===========
Dividends declared per share................................................ $ .05 $ .05
=========== ===========
Weighted average common and common
equivalent shares outstanding.............................................. 23,294,662 22,026,302
=========== =============
</TABLE>
See the accompanying notes to consolidated financial statements.
-1-
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THE GENERAL CHEMICAL GROUP INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
---- ----
(UNAUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents.................................................. $ 21,753 $ 20,503
Receivables, net........................................................... 122,720 119,264
Inventories................................................................ 45,958 49,482
Deferred income taxes...................................................... 14,145 13,503
Other current assets....................................................... 2,370 96,378
----------- ----------
Total current assets................................................... 206,946 299,130
Property, plant and equipment, net.............................................. 304,189 310,333
Other assets .............................................................. 50,502 52,720
----------- ----------
Total assets............................................................... $ 561,637 $ 662,183
=========== ==========
</TABLE>
LIABILITIES AND EQUITY (DEFICIT)
<TABLE>
<S> <C> <C>
Current Liabilities:
Accounts payable........................................................... $ 61,332 $ 55,979
Accrued liabilities........................................................ 73,258 75,446
Income taxes payable....................................................... 4,576 9,864
Current portion of long-term debt.......................................... 17,392 138,392
----------- ----------
Total current liabilities............................................. 156,558 279,681
Long-term debt.................................................................. 240,612 201,486
Other liabilities............................................................... 215,405 218,752
----------- ----------
Total liabilities..................................................... 612,575 699,919
----------- ----------
Minority interest............................................................... 43,301 47,697
----------- ----------
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:
12,558,697 shares at December 31, 1997 and
March 31, 1998, respectively.............................................. 126 126
Class B Convertible Common Stock, $.01 par value;
authorized 40,000,000 shares; issued and outstanding:
9,758,421 shares at December 31, 1997 and March 31, 1998.................. 97 97
Capital deficit............................................................ (183,814) (183,559)
Accumulated other comprehensive income..................................... (2,197) (2,411)
Retained earnings ......................................................... 118,855 127,669
Treasury stock, at cost: 1,362,898 and 1,360,498 shares at
December 31, 1997 and March 31, 1998, respectively........................ (27,306) (27,355)
----------- ----------
Total equity (deficit)................................................ (94,239) (85,433)
----------- ----------
Total liabilities and equity (deficit)................................ $ 561,637 $ 662,183
=========== ==========
</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>
THREE MONTHS ENDED
MARCH 31,
---------------------
1997 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................................ $ 11,714 $ 9,861
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization............................................. 7,930 9,576
Net loss on disposition of long-term assets............................... 192 34
Unrealized exchange (gain) loss........................................... 740 (125)
Restricted unit plan costs................................................ 351 283
(Increase) decrease in receivables........................................ (3,071) 4,535
(Increase) in inventories................................................. (149) (2,293)
(Decrease) in accounts payable............................................ (3,405) (6,061)
Increase (decrease) in accrued liabilities................................ (2,552) 1,746
Increase in income taxes payable.......................................... 5,640 5,575
Increase (decrease) in other liabilities and assets, net.................. 186 (1,487)
Increase in minority interest............................................. 5,272 4,396
---------- ---------
Net cash provided by operating activities.............................. 22,848 26,040
---------- ---------
Cash flows from investing activities:
Capital expenditures..................................................... (5,842) (9,638)
Acquisition of business, net of cash acquired (Note 3)*.................. -- (6,592)
Deposit for pending acquisition of business (Note 3)..................... -- (84,532)
Other investing activities............................................... -- (7,770)
Proceeds from sales or disposals of long-term assets..................... -- 3
---------- ---------
Net cash used for investing activities................................ (5,842) (108,529)
---------- ---------
Cash flows from financing activities:
Proceeds from long-term debt............................................. -- 85,900
Repayment of long-term debt.............................................. (4,348) (4,348)
Payments to acquire treasury stock....................................... (51) (277)
Exercise of stock option................................................. -- 202
Dividends................................................................ (1,112) --
---------- --------
Net cash provided by (used for) financing activities................... (5,511) 81,477
---------- ---------
Effect of exchange rate changes on cash........................................ (31) (244)
---------- ---------
Increase (decrease) in cash and cash equivalents.............................. 11,464 (1,250)
Cash and cash equivalents at beginning of period............................... 51,700 21,753
---------- ---------
Cash and cash equivalents at end of period..................................... $ 63,164 $ 20,503
========== =========
Supplemental information:
Cash paid for income taxes............................................... $ 2,653 $ 2,017
========== =========
Cash paid for interest................................................... $ 6,134 $ 5,512
========== =========
* Purchase of business, net of cash acquired:
Working capital, other than cash ........................................ $ (1,662)
Plant, property and equipment............................................ (4,892)
Other assets............................................................. (1,470)
Noncurrent liabilities................................................... 1,432
---------
Net cash used to acquired business..................................... $ (6,592)
=========
</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 QUARTER ENDED MARCH 31, 1998
(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 three months ended March 31, 1998 are not necessarily indicative
of the results that may be expected for the year ending December 31, 1998. 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, 1997.
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("FAS
130") which the Company adopted for both interim and fiscal years beginning
after December 31, 1997. FAS 130 requires the reporting and display of
comprehensive income and its components. The Company's foreign currency
translation adjustments, which were previously reported as a separate component
of equity, are now included in Accumulated other comprehensive income within the
equity section of the Consolidated Balance Sheets. Comprehensive income for the
three months ended March 31, 1997 and 1998, was $11,650 and $9,647,
respectively.
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 $1,460 and
$1,481 for the three months ended March 31, 1997 and 1998, respectively, for
corporate supervisory and administrative services and strategic advice and
guidance. The management agreement expires on December 31, 2004.
NOTE 3 - ACQUISITIONS
On February 6, 1998, the Company's wholly owned subsidiary, Toledo
Technologies, Inc. acquired all of the outstanding stock of Sandco Automotive
Ltd. ("Sandco"), a manufacturer of engine parts for the North American
automobile industry and its aftermarket. Sandco is based in Waterdown, Ontario.
Funding for this transaction was provided with new borrowings. The acquisition
was accounted for under the purchase method, and, accordingly, the net assets
and results of operations are included in the consolidated financial statements
from the date of acquisition, based on preliminary valuation information
available to the Company, which is subject to change as such information is
finalized. The excess of purchase price over the estimated fair values of the
net tangible assets acquired is being treated as goodwill. Goodwill is being
amortized on a straight line basis over a period of 25 years. The acquisition
did not have a material pro forma impact on consolidated earnings.
-4-
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<PAGE>
THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE QUARTER ENDED MARCH 31, 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
On April 1, 1998, the Company's wholly owned subsidiary General
Chemical Corporation ("GCC"), acquired all of the outstanding stock of Reheis
Inc. ("Reheis"). Reheis is headquartered in New Jersey and is the world's
leading producer and supplier of the active chemical ingredients in
antiperspirants and over-the-counter antacids as well as a supplier of
pharmaceutical intermediates and other products. Funding for this transaction
was provided by existing cash and borrowings under GCC's revolving credit
facility. As of March 31, 1998, the Company placed approximately $84,500 in
escrow related to the pending acquisition of Reheis. Such amount is included in
other current assets. The acquisition will be accounted for under the purchase
method, and accordingly, the net assets and results of operations will be
included in the consolidated financial statements from the date of acquisition,
based on valuation information available to GCC, which is subject to change as
such information is finalized. The excess of purchase price over the estimated
fair values of the net tangible assets acquired will be treated as goodwill.
Goodwill will be amortized on a straight line basis over a period of 25 years.
NOTE 4 - ADDITIONAL FINANCIAL INFORMATION
The components of inventories were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
---- ----
(UNAUDITED)
<S> <C> <C>
Raw materials.................................................. $ 10,875 $ 10,191
Work in process................................................ 3,295 6,265
Finished products.............................................. 21,209 21,885
Supplies and containers........................................ 10,579 11,141
---------- ---------
$ 45,958 $ 49,482
========== =========
</TABLE>
NOTE 5 - LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
MATURITIES DECEMBER 31, MARCH 31,
1997 1998
---- ----
(UNAUDITED)
<S> <C> <C> <C>
GCC Debt:
Bank Term Loan - floating rate...................... 1998-2001 $ 65,217 $ 60,869
Senior Subordinated Notes - 9.25%................... 2003 100,000 100,000
Canada Senior Notes - 9.09%......................... 1999 50,787 51,029
$130,000 U.S. Revolving Credit
Facility - floating rate........................... 1999 42,000 121,000
Other Debt - floating rate.......................... 2001 -- 6,980
----------- -----------
Total Debt..................................... 258,004 339,878
Less: Current Portion......................... 17,392 138,392
----------- -----------
Net Long-Term Debt............................. $ 240,612 $ 201,486
=========== ===========
</TABLE>
NOTE 6 - DIVIDENDS
On March 23, 1998, the Company's Board of Directors declared a
quarterly cash dividend of $.05 per share, payable April 17, 1998, to
shareholders of record on April 6, 1998.
-5-
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<PAGE>
THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE QUARTER ENDED MARCH 31, 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 7 - 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 2,750 claimants,
with approximately 2,700 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 material 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 8, 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 March 20, 1998,
the coordination judge dismissed the material claims of an additional 167 of the
opt-out claimants.
-6-
<PAGE>
<PAGE>
THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONCLUDED)
FOR THE QUARTER ENDED MARCH 31, 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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.
-7-
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
March 31, 1998 Compared with December 31, 1997
Financial Condition
Cash and cash equivalents were $20.5 million at March 31, 1998 as
compared with $21.8 million at December 31, 1997. During the first three months
of 1998 the Company generated cash flow from operating activities of $26.0
million, and used cash of $4.3 million for repayment of long-term debt and $9.6
million for capital expenditures.
The Company had working capital of $19.4 million at March 31, 1998 as
compared with $50.4 million at December 31, 1997. This decrease in working
capital principally reflects the higher current portion of long-term debt,
partially offset by higher other current assets. The increase in the current
portion of long-term debt reflects the increase in borrowings related to the
Reheis acquisition and the maturity of the Company's U.S. Revolving Credit
Facility on March 31, 1999. The increase in other current assets represents an
escrow deposit related to the pending acquisition of Reheis. The Company has
commenced a $600 million bank financing to improve financial flexibility,
simplify the capital structure and support future growth efforts. This
transaction will refinance certain existing debt and provide substantial funds
for new acquisitions.
Results of Operations
Net revenues for the three month period ended March 31, 1998 increased
8 percent to $161.5 million, from $149.6 million for the comparable period in
1997. This increase is due to higher sales in both the Manufacturing and
Chemical Segments. The increase in the Manufacturing Segment primarily reflects
higher volumes. The increase in the Chemical Segment is due primarily to sales
of Peridot Holdings, Inc. which was acquired on July 1, 1997, offset by weaker
pricing of soda ash and calcium chloride.
Gross profit for the three month period ended March 31, 1998 decreased
7 percent to $42.0 million from $45.2 million for the comparable prior year
period. Gross profit as a percentage of sales decreased 4 percent to 26 percent
for the three months ended March 31, 1998 versus 30 percent for the three month
period ended March 31, 1997 primarily due to lower pricing of soda ash and
calcium chloride and higher natural gas costs.
Selling, general and administrative expense as a percentage of net
revenues was 10 percent for the three months ended March 31, 1997 and 1998.
Interest expense for the three month period ended March 31, 1998 was
$5.6 million, which was $.3 million higher than the comparable prior year level
as a result of higher outstanding debt balances.
Interest income for the three month period ended March 31, 1998 was $.4
million, which was $.3 million lower than the comparable prior year level as a
result of lower cash balances in 1998.
The foreign currency transaction gain for the three month period ended
March 31, 1998 was $.2 million versus a loss of $(.5) million for the comparable
period in 1997, principally due to the impact of exchange rate fluctuations on
the Company's Canadian subsidiary.
Minority interest for the three month period ended March 31, 1998 was
$4.4 million compared with $6.2 million for the three month period ended March
31,1997, reflecting lower earnings due to lower soda ash pricing of General
Chemical (Soda Ash) Partners.
Net income was $9.9 million for the three month period ended March 31,
1998, versus $11.7 million for the comparable period in 1997, for the foregoing
reasons.
-8-
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following developments have occurred since the filing of the
Company's Annual Report on Form 10-K for the year ended December 31, 1997:
In April of 1998, approximately 40 employees (and their respective
spouses) of the Sun Company, Inc. refinery in Marcus Hook, Pennsylvania, filed
lawsuits in the Court of Common Pleas, Delaware County, Pennsylvania, against
the Company, alleging that sulfur dioxide (SO2 ) and sulfur trioxide (SO3)
releases from the Company's Delaware Valley facility caused various respiratory
and pulmonary injuries. Unspecified damages in excess of $50,000 for each
plaintiff are sought. As these lawsuits have only recently been served on the
Company, no investigation of the allegations has yet been performed. The
Company believes that its available insurance provides adequate coverage in
the event of an adverse result in this matter and that, based on
currently- available information, this matter will not have a material
adverse effect on the Company's financial condition or results of operations.
-9-
<PAGE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
(11) Statement regarding computation of per share earnings.
(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.
THE GENERAL CHEMICAL GROUP INC.
(Registrant)
Date May 12, 1998 /s/ Richard R. Russell
----------------- ---------------------
RICHARD R. RUSSELL
President and Chief Executive
Officer (Principal Executive Officer) and Director
Date May 12, 1998 /s/ Ralph M. Passino
------------------ ----------------
RALPH M. PASSINO
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
-11-
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
11 Computation of per share earnings for the three 13
months ended March 31, 1997 and 1998
27 Financial Date Schedule (EDGAR filings only) 14
-12-
<PAGE>
<PAGE>
EXHIBIT 11
THE GENERAL CHEMICAL GROUP INC.
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
(UNAUDITED)
Earnings per share were calculated as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
Basic
Total income used for basic
earnings per share................................................ $ 11,714 $ 9,861
========= ==========
Weighted average common shares
outstanding....................................................... 22,311 21,049
Basic earnings per common share................................... $ .53 $ .47
========= ==========
Diluted
Total income used for diluted
earnings per share................................................ $ 11,714 $ 9,861
========= ==========
Weighted average common shares
outstanding....................................................... 22,311 21,049
Weighted average common
equivalent shares................................................. 992 977
--------- ----------
Weighted average common and
common equivalent shares.......................................... 23,303 22,026
========= ==========
Diluted earnings per common share
and common equivalent share....................................... $ .50 $ .45
========= ==========
</TABLE>
- -----------------
All prior period per share figures have been restated in accordance with FAS
128.
-13-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from Form 10-Q for
the period ended March 31, 1998 and is
qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 20,503
<SECURITIES> 0
<RECEIVABLES> 124,710
<ALLOWANCES> 5,446
<INVENTORY> 49,482
<CURRENT-ASSETS> 299,130
<PP&E> 523,155
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0
223
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</TABLE>
