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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, 2000
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)
<TABLE>
<S> <C>
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)
</TABLE>
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 May 1, 2000 was 16,857,817.
The number of shares of Class B Common Stock outstanding at May 1, 2000 was
3,958,421.
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THE GENERAL CHEMICAL GROUP INC.
FORM 10-Q
QUARTERLY PERIOD ENDED MARCH 31, 2000
INDEX
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<CAPTION>
PAGE NO.
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<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Statements of Operations - Three Months
Ended March 31, 1999 and 2000..................................... 1
Consolidated Balance Sheets - December 31, 1999 and
March 31, 2000.................................................... 2
Consolidated Statements of Cash Flows - Three Months
Ended March 31, 1999 and 2000..................................... 3
Notes to Consolidated Financial Statements......................... 4-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 7
Item 3. Quantitative and Qualitative Disclosures
about Market Risk............................................ 8
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K.............................. 9
SIGNATURES............................................................. 10
EXHIBIT INDEX.......................................................... 11
EXHIBITS ............................................................. 12
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE GENERAL CHEMICAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------------
1999 2000
---- ----
<S> <C> <C>
Net revenues.......................................................... $ 61,472 $ 54,180
Cost of sales......................................................... 51,268 45,878
Selling, general and administrative expense........................... 4,047 4,185
------------ ------------
Operating profit...................................................... 6,157 4,117
Interest expense...................................................... 2,526 3,881
Interest income....................................................... 280 329
Other expense, net.................................................... 15 11
------------ ------------
Income before income taxes and minority interest...................... 3,896 554
Minority interest..................................................... 2,587 3,051
------------ ------------
Income (loss) before income taxes..................................... 1,309 (2,497)
Income tax provision (benefit)........................................ 330 (1,252)
------------ ------------
Net income (loss).......................................... $ 979 $ (1,245)
============ ============
Earnings (loss) per common share:
Basic...................................................... $ .05 $ (.06)
============ ============
Diluted.................................................... $ .05 $ (.06)
============ ============
Dividends declared per share.......................................... $ .05 $ --
============ ============
</TABLE>
See the accompanying notes to consolidated financial statements.
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THE GENERAL CHEMICAL GROUP INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
ASSETS 1999 2000
---- ----
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................................... $ 26,630 $ 28,286
Receivables, net............................................................ 57,970 54,148
Inventories, net............................................................ 25,291 26,089
Deferred income taxes....................................................... 6,089 6,089
Other current assets........................................................ 4,816 7,061
------------ ------------
Total current assets..................................................... 120,796 121,673
Property, plant and equipment, net................................................. 150,038 149,590
Other assets 22,374 22,970
------------ ------------
Total assets............................................................. $ 293,208 $ 294,233
============ ============
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable............................................................ $ 27,625 $ 25,677
Accrued liabilities......................................................... 31,778 32,616
------------ ------------
Total current liabilities................................................ 59,403 58,293
Long-term debt..................................................................... 150,919 150,845
Other liabilities.................................................................. 87,700 88,480
------------ ------------
Total liabilities........................................................ 298,022 297,618
Minority interest.................................................................. 42,079 44,684
------------ ------------
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 and outstanding: 18,557,314 shares at
December 31, 1999 and March 31, 2000, respectively........................ 186 186
Class B Common Stock, $.01 par value; authorized
40,000,000 shares, issued and outstanding: 3,958,421 shares
at December 31, 1999 and March 31, 2000, respectively...................... 39 39
Capital deficit.............................................................. (105,060) (104,905)
Accumulated other comprehensive income....................................... (2,804) (2,890)
Retained earnings............................................................ 93,992 92,747
Treasury stock, at cost: 1,699,497 shares at
December 31, 1999 and March 31, 2000, respectively........................ (33,246) (33,246)
----------- ------------
Total equity (deficit)....................................................... (46,893) (48,069)
------------ ------------
Total liabilities and equity (deficit)................................... $ 293,208 $ 294,233
============ ============
</TABLE>
See the accompanying notes to consolidated financial statements.
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THE GENERAL CHEMICAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1999 2000
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)..................................................... $ 979 $ (1,245)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization....................................... 4,243 4,976
Decrease in receivables............................................. 271 3,822
Decrease (increase) in inventories.................................. 3,259 (798)
Increase (decrease) in accounts payable............................. 1,558 (1,948)
Increase in accrued liabilities..................................... 619 838
Increase in other liabilities and assets, net....................... (490) (2,320)
Increase in minority interest....................................... 1,661 2,605
------------ ------------
Net cash provided by operating activities....................... 12,100 5,930
------------ ------------
Cash flows from investing activities:
Capital expenditures.................................................. (3,254) (4,429)
------------ ------------
Net cash used for investing activities.......................... (3,254) (4,429)
------------ ------------
Cash flows from financing activities:
Net transactions with GenTek.......................................... (8,351) --
Other financing activities............................................ (373) 155
------------ ------------
Net cash (used for) provided by financing activities............ (8,724) 155
------------ ------------
Increase in cash and cash equivalents........................................ 122 1,656
Cash and cash equivalents at beginning of period............................. 1,127 26,630
------------ ------------
Cash and cash equivalents at end of period................................... $ 1,249 $ 28,286
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest............................................................ $ 1,616
Taxes .............................................................. $ --
</TABLE>
See the accompanying notes to consolidated financial statements.
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THE GENERAL CHEMICAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The General Chemical Group Inc. ("GCG" or the "Company") is a leading
North American supplier of soda ash and calcium chloride to a broad range of
industrial and municipal customers. The primary end markets for soda ash include
glass production, sodium-based chemicals, powdered detergents, water treatment
and other industrial end uses. Calcium chloride is mainly used for dust control
and roadbed stabilization during the summer and melting ice during the winter.
On April 30, 1999, GCG completed the separation of its Manufacturing
and Performance Products businesses from its soda ash and calcium chloride
business through a distribution of stock of GenTek Inc. ("GenTek") to
stockholders of GCG (the "Spinoff"). As a result of the Spinoff, GenTek became a
separate, publicly-traded company on the New York Stock Exchange. GCG continues
to trade using the GCG symbol. GCG owns and operates the soda ash and calcium
chloride business, and GenTek owns and operates the businesses comprising the
Manufacturing and Performance Products businesses.
The Spinoff was treated as a reverse spinoff for financial statement
purposes because a greater proportion of GCG's assets and operations are held by
GenTek after the Spinoff. Therefore, the Spinoff has been reflected, for
financial statement presentation, as if GCG is a new company consisting of the
soda ash and calcium chloride business.
The accompanying unaudited consolidated financial statements include
the accounts of GCG and its subsidiaries (collectively, 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, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000. The Company's financial
statements should be read in conjunction with the financial statements and the
notes thereto for the year ended December 31, 1999 included in the Form 10-K.
For the purpose of governing certain ongoing relationships between the
Company and GenTek after the Spinoff and to provide mechanisms for an orderly
transition, the Company and GenTek have entered into various agreements.
Management believes that the agreements are comparable to those which would have
been reached in arm's length negotiations with unaffiliated parties.
Certain prior-period amounts have been reclassified to conform with the
current-year presentation.
NOTE 2 - COMPREHENSIVE INCOME (LOSS)
Total comprehensive income (loss) is comprised of net income (loss) and
foreign currency translation gains and (losses). Total comprehensive income
(loss) for the three months ended March 31, 1999 and 2000 was $963 and ($1,331),
respectively.
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THE GENERAL CHEMICAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 3 - EARNINGS PER SHARE
The computation of basic earnings per share is based on the weighted
average number of common shares and contingently issuable shares outstanding
during the period. The computation of diluted earnings per share assumes the
foregoing and, in addition, the exercise of all stock options and restricted
units, using the treasury stock method.
The components of the denominator for basic earnings per common share
and diluted earnings per common share are reconciled as follows:
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------
1999 2000
---- ----
<S> <C> <C>
Basic earnings per common share:
Weighted average common shares
Outstanding......................................... 20,847,073 20,987,144
========== ==========
Diluted earnings per common share:
Weighted average common shares
Outstanding......................................... 20,847,073 20,987,144
Options and Restricted Units........................ 611,425 --
---------- ----------
Denominator for diluted earnings per
common share........................................ 21,458,498 20,987,144
========== ==========
</TABLE>
At March 31, 1999 and 2000 options to purchase 1,704,500 shares and
1,943,800 shares of common stock, respectively, were not included in the
computation of diluted earnings per common share because the exercise price was
greater than the average market price of the common shares. The options, which
expire during 2007, 2008 and 2009, were still outstanding at March 31, 2000. At
March 31, 2000, 455,512 restricted units were not included in the calculation of
diluted earnings per common share because its inclusion would have resulted in
an antidilutive effect.
NOTE 4 - ADDITIONAL FINANCIAL INFORMATION
The components of inventories were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
---- ----
<S> <C> <C>
Raw materials...................................... $ 3,603 $ 1,978
Work in process.................................... 1,301 3,218
Finished products.................................. 12,704 12,756
Supplies and containers............................ 7,683 8,137
------------- -----------
$ 25,291 $ 26,089
============= ===========
</TABLE>
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THE GENERAL CHEMICAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONCLUDED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 5 - DIVIDENDS
On March 10, 1999, GCG's Board of Directors declared a quarterly cash
dividend of $.05 per share, payable April 5, 1999, to shareholders of record on
March 24, 1999. As a consequence of the Spinoff, the Board of Directors of GCG
does not expect to pay dividends in the future. The dividend policies of GCG are
subject to change and will be based on, among other factors, its operating
results and financial requirements and the restrictions imposed by its financing
facilities.
NOTE 6 - RELATED PARTY TRANSACTIONS
MANAGEMENT AGREEMENT
The Company is party to a management agreement with Latona Associates
(which is controlled by a stockholder of the Company) under which the Company
receives corporate supervisory and administrative services and strategic
guidance for a quarterly fee. GCG's management fee is $146 and $386 for the
three months ended March 31, 1999 and 2000, respectively.
TRANSITION SUPPORT AGREEMENT
GCG and GenTek have entered into various transition agreements that
provide mechanisms for an orderly transition after the Spinoff. For the three
months ended March 31, 2000, GenTek charged GCG $477 related to these transition
agreements.
OTHER TRANSACTIONS
GCG supplies soda ash to GenTek. For the three months ended March 31,
1999 and 2000, sales to GenTek amounted to $1,109 and $1,183, respectively.
NOTE 7 - GEOGRAPHIC INFORMATION
<TABLE>
<CAPTION>
TOTAL REVENUES OPERATING PROFIT
MARCH 31, MARCH 31,
--------- ---------
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
United States............................. $ 47,337 $ 47,360 $ 5,664 $ 5,985
Foreign ................................. 21,933 14,080 493 (1,868)
Elimination .............................. (7,798) (7,260) -- --
----------- ------------ ---------- ----------
$ 61,472 $ 54,180 $ 6,157 $ 4,117
=========== ============ ========== ==========
</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company's actual results could differ materially from
those set forth in the forward-looking statements. Certain factors that might
cause such a difference include those discussed in the section entitled
'Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Forward-Looking Statements' contained in the Company's Form 10-K
for the year ended December 31, 1999.
Financial Condition
- -------------------
March 31, 2000 Compared with December 31, 1999
- ----------------------------------------------
Cash and cash equivalents were $28.3 million at March 31, 2000 compared
with $26.6 million at December 31, 1999. During the first three months of 2000,
the Company generated cash flow from operating activities of $5.9 million, and
used cash of $4.4 million for capital expenditures.
The Company had working capital of $63.4 million at March 31, 2000 as
compared with $61.4 million at December 31, 1999. This increase in working
capital principally reflects higher cash balances and other current assets
partially offset by lower receivables.
Results of Operations
- ---------------------
March 31, 2000 Compared with March 31, 1999
- -------------------------------------------
Net revenues for the three month period ended March 31, 2000 decreased
$7.3 million to $54.2 million from $61.5 million in the comparable prior year
period. Net revenues were negatively affected by lower calcium chloride volumes
due to the warm winter weather as well as lower soda ash prices.
Gross profit for the three month period ended March 31, 2000 decreased
$1.9 million to $8.3 million from $10.2 million in the comparable prior year
period. Gross profit as a percentage of net revenues for the three month period
ended March 31, 2000 decreased to 15 percent from 17 percent for the same period
in 1999. These decreases were primarily due to the above-mentioned lower calcium
chloride volumes and lower soda ash prices, partially offset by lower operating
costs.
Selling, general and administrative expense as a percentage of net
revenues for the three month period ended March 31, 2000 increased to 8 percent
from 7 percent for the same period in 1999 primarily due to the decrease in net
revenues.
Interest expense for the three month period ended March 31, 2000
increased $1.4 million to $3.9 million, from $2.5 million in the comparable
prior year period. The increase is a result of the issuance of the Senior
Subordinated Notes and borrowings under the Credit Facility.
Minority interest for the three month period ended March 31, 2000
increased $0.5 million to $3.1 million, from $2.6 million in the comparable
prior year period. The increase reflects higher earnings due to reductions in
operating costs, partially offset by lower soda ash prices, at General Chemical
(Soda Ash) Partners.
Net loss was ($1.3) million for the three month period ended March 31,
2000, versus net income of $1.0 million for the comparable period in 1999, for
the foregoing reasons net of available income tax benefits.
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ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not expect to enter into financial instruments for
trading purposes. The Company anticipates periodically entering into interest
rate swap agreements to effectively convert all or a portion of its
floating-rate debt to fixed-rate debt in order to reduce its exposure to
movements in interest rates. Such agreements would involve the exchange of fixed
and floating interest rate payments over the life of the agreement without the
exchange of the underlying principal amounts. The Company also anticipates
periodically entering into currency agreements to partially reduce its exposure
to movements in currency exchange rates. Swap agreements will only be entered
into with strong creditworthy parties.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27.01 Financial Data Schedule
(b) No reports were filed on Form 8-K.
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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.
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<S> <S>
THE GENERAL CHEMICAL GROUP INC.
-------------------------------
Registrant
Date May 12, 2000 /s/ John M. Kehoe, Jr.
--------------------- ---------------------------------------------
JOHN M. KEHOE, JR.
President and Chief Executive Officer
(Principal Executive Officer) and Director
Date May 12, 2000 /s/ David S. Graziosi
--------------------- ---------------------------------------------
DAVID S. GRAZIOSI
Vice President - Finance
(Principal Financial and Accounting Officer)
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
27 Financial Data Schedule........................................... 12
</TABLE>
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from Form 10-Q for the period ended
March 31, 2000 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000929697
<NAME> THE GENERAL CHEMICAL GROUP INC.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-2000
<PERIOD-TYPE> 3-MOS
<CASH> 28,286
<SECURITIES> 0
<RECEIVABLES> 56,802
<ALLOWANCES> (2,654)
<INVENTORY> 26,089
<CURRENT-ASSETS> 121,673
<PP&E> 325,673
<DEPRECIATION> (176,083)
<TOTAL-ASSETS> 294,233
<CURRENT-LIABILITIES> 58,293
<BONDS> 150,845
0
0
<COMMON> 186
<OTHER-SE> (48,255)
<TOTAL-LIABILITY-AND-EQUITY> 294,233
<SALES> 54,180
<TOTAL-REVENUES> 54,180
<CGS> 45,878
<TOTAL-COSTS> 45,878
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,881
<INCOME-PRETAX> (2,497)
<INCOME-TAX> (1,252)
<INCOME-CONTINUING> (1,245)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,245)
<EPS-BASIC> (.06)
<EPS-DILUTED> (.06)
</TABLE>
