<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------------------ ---------------------
COMMISSION FILE NUMBER 33-98828
PIONEER AMERICAS ACQUISITION CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1420850
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4300 NATIONSBANK CENTER, 700 LOUISIANA STREET, HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(713) 225-3831
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [x] No [ ]
On October 29, 1997, there were outstanding 1,000 shares of the
Registrant's Common Stock, $.01 par value. All of such shares are owned by
Pioneer Companies, Inc.
The Registrant meets the conditions set forth in General Instruction
(H)(1)(a) and (b) of Form 10-Q, and is therefore filing this form with the
reduced disclosure format permitted by General Instruction (H)(2) of Form 10-Q.
<PAGE> 2
TABLE OF CONTENTS
PART I--FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets--September 30, 1997 and December 31, 1996 3
Consolidated Statements of Operations--Three Months Ended September 30, 1997 4
and 1996 and Nine Months Ended September 30, 1997 and 1996
Consolidated Statements of Cash Flows--Nine Months Ended September 30, 1997
and 1996 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
Part II--Other Information
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
2
<PAGE> 3
Part I --Financial Information
PIONEER AMERICAS ACQUISITION CORP.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 35,799 $ 14,417
Accounts receivable, less allowance for doubtful accounts of $1,357 at
September 30, 1997 and $1,311 at December 31, 1996 37,039 18,830
Due from parent 5,003 2,547
Inventories 15,341 6,247
Prepaid expenses 2,467 1,156
----------- -----------
Total current assets 95,649 43,197
Property, plant and equipment:
Land 4,885 3,735
Buildings and improvements 26,523 17,062
Machinery and equipment 137,154 71,704
Cylinders and tanks 4,541 4,540
Construction in progress 25,135 11,871
----------- -----------
198,238 108,912
Less accumulated depreciation (26,339) (16,429)
----------- -----------
171,899 92,483
Investment in and advances to unconsolidated subsidiary 30,297 28,586
Other assets, net of accumulated amortization of $2,288
at September 30, 1997 and $2,458 at December 31, 1996 40,902 19,621
Excess cost over fair value of net assets acquired, net of accumulated
amortization of $11,408 at September 30, 1997 and
$7,556 at December 31, 1996 125,104 107,123
----------- -----------
Total assets $ 463,851 $ 291,010
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 28,976 $ 17,221
Accrued liabilities 27,298 19,276
Returnable deposits 3,287 3,238
Current portion of long-term debt 1,163 128
----------- -----------
Total current liabilities 60,724 39,863
Long-term debt 305,370 141,629
Returnable deposits 3,271 3,272
Accrued pension and other employee benefits 18,511 14,100
Other long-term liabilities 16,733 17,823
Commitments and contingencies
Stockholder's equity:
Common stock, $.01 par value, authorized 1,000 shares, issued and
outstanding 1,000 shares 1 1
Additional paid-in capital 66,624 61,124
Retained earnings (deficit) (7,383) 13,198
----------- -----------
Total stockholder's equity 59,242 74,323
----------- -----------
Total liabilities and stockholder's equity $ 463,851 $ 291,010
=========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
PIONEER AMERICAS ACQUISITION CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
1997 1996 1997 1996
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Revenues $ 65,242 $ 48,872 $ 150,073 $ 140,835
Cost of sales 46,894 34,257 112,553 98,600
---------- ---------- ---------- -----------
Gross profit 18,348 14,615 37,520 42,235
Selling, general and administrative expenses 7,300 6,767 19,580 19,142
----------- ---------- ---------- -----------
Operating income 11,048 7,848 17,940 23,093
Equity in net loss of unconsolidated subsidiary (779) (689) (2,552) (912)
Interest expense, net 6,750 4,417 16,189 12,766
Other income, net 446 403 882 507
---------- ---------- ---------- -----------
Income before taxes and extraordinary item 3,965 3,145 81 9,922
Income tax provision 2,090 981 1,779 4,868
---------- ---------- ---------- -----------
Income (loss) before extraordinary item 1,875 2,164 (1,698) 5,054
Extraordinary item from early extinguishment of
debt (net of income tax benefit of $12,439) -- -- (18,658) --
---------- ---------- ---------- -----------
Net income (loss) $ 1,875 $ 2,164 $ (20,356) $ 5,054
========== ========== ========== ===========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
PIONEER AMERICAS ACQUISITION CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
1997 1996
----------- ---------
<S> <C> <C>
Operating activities:
Net income (loss) $ (20,356) $ 5,054
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Extraordinary item (net of tax) 18,658 --
Depreciation and amortization 14,792 13,558
Equity in net loss of unconsolidated subsidiaries 2,552 912
Net change in deferred taxes 1,486 2,882
Net effect of changes in operating assets and liabilities (net of
acquisitions) (Note 2) (6,329) 4,987
----------- ---------
Net cash flows from operating activities 10,803 27,393
Investing activities:
Acquisition of businesses (97,000) (5,459)
Investment in and advances to unconsolidated subsidiary (2,490) (2,436)
Capital expenditures (10,977) (15,796)
----------- ---------
Net cash flows used in investing activities (110,467) (23,691)
Financing activities:
Payments on long-term debt (162,342) (33)
Proceeds from long-term debt 300,000
Debt issuance and related costs (16,362)
Dividends paid to parent (250) (456)
----------- ---------
Net cash flows from (used in) financing activities 121,046 (489)
Net increase in cash 21,382 3,213
Cash acquired in purchase -- 728
Cash at beginning of period 14,417 11,218
----------- ---------
Cash at end of period $ 35,799 $ 15,159
=========== =========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
PIONEER AMERICAS ACQUISITION CORP., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION
The consolidated balance sheet as of September 30, 1997 and the statements
of operations and cash flows for all periods presented are unaudited and
reflect all adjustments, consisting of normal recurring items, which in the
opinion of management are necessary for a fair presentation. Operating results
for the first nine months of 1997 are not necessarily indicative of results to
be expected for the year ending December 31, 1997. The consolidated financial
statements include the accounts of Pioneer Americas Acquisition Corp. and its
consolidated subsidiaries (collectively referred to as the "Company"). All
significant intercompany balances and transactions have been eliminated in
consolidation. All dollar amounts in the notes to the financial statements are
stated in thousands of dollars unless otherwise indicated.
The consolidated balance sheet at December 31, 1996 is derived from the
December 31, 1996 audited consolidated financial statements, but does not
include all disclosures required by generally accepted accounting principles,
since certain information and disclosures normally included in the notes to the
financial statements have been condensed or omitted as permitted by the rules
and regulations of the Securities and Exchange Commission. The accompanying
unaudited financial statements should be read in conjunction with the financial
statements contained in the Annual Report on Form 10-K for the year ended
December 31, 1996.
ACCOUNTING CHANGES
In June 1997, the Financial Accounting Standards Board issued Statement
No. 130, "Reporting Comprehensive Income," (SFAS No. 130) and Statement No.
131, "Disclosures About Segments of an Enterprise and Related Information,"
(SFAS No. 131). SFAS No. 130 and SFAS No. 131 are effective for fiscal years
beginning after December 15, 1997. SFAS No. 130 establishes standards for
reporting and displaying of comprehensive income and its components. SFAS No.
131 establishes standards for the way that public business enterprises report
information about operating segments in interim and annual financial
statements. These two statements have no effect on the Company's 1997
financial statements, but management is currently evaluating what, if any,
additional disclosures may be required when these two statements are adopted
for periods beginning with the first quarter of the year ending December 31,
1998.
ACQUISITION
On June 17, 1997, Pioneer Companies, Inc. ("PCI") and the Company
consummated the acquisition of a chlor-alkali production facility and related
business located in Tacoma, Washington (the "Tacoma Acquisition") from OCC
Tacoma, Inc. ("OCC Tacoma"), a subsidiary of Occidental Chemical Corporation.
Pursuant to the Asset Purchase Agreement dated as of May 14, 1997, the Company
acquired substantially all of the assets and properties used by OCC Tacoma in
the chlor-alkali business at Tacoma, Washington. The purchase price consisted
of (i) $97,000, payable in cash; (ii) 55,000 shares of Convertible Redeemable
Preferred Stock, par value $.01 per share, of PCI, having a liquidation
preference of $100 per share, and (iii) the assumption of certain obligations
related to the acquired chlor-alkali business. The Tacoma acquisition was
accounted for in accordance under the purchase method of accounting. The
acquired goodwill of approximately $15,000 is being amortized straight-line
over 25 years. Results of operations of the acquired business have been
reflected in the Company's financial statements since June 17, 1997.
6
<PAGE> 7
PRO FORMA FINANCIAL DATA
The following pro forma financial data presents the consolidated financial
results of operations as if the Tacoma Acquisition had occurred at the
beginning of the period presented and does not purport to be indicative of
either future results of operations or results that would have occurred had the
Tacoma Acquisition actually been made as of such date.
PRO FORMA COMBINED SUMMARY FINANCIAL DATA
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
1997 1996
--------- ---------
<S> <C> <C>
Revenues $ 187,094 $ 210,364
Income before extraordinary item 193 5,675
Extraordinary item, early extinguishment
of debt (net of income tax benefit of $12,439) 18,658 --
--------- ---------
Net income (loss) $ (18,465) $ 5,675
========= =========
</TABLE>
Earnings per share has not been presented as the Company is a wholly-owned
subsidiary of PCI and per share data would not provide any additional useful
information.
7
<PAGE> 8
2. SUPPLEMENTAL CASH FLOW INFORMATION
Net effect of changes in operating assets and liabilities (net of
acquisitions) are as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1997 1996
--------- ---------
<S> <C> <C>
Accounts receivable $ (17,818) $ 4,447
Due from parent (2,456) (1,628)
Inventories (1,873) 1,865
Prepaid expenses (3,249) (208)
Other assets (187) 1,005
Accounts payable 11,755 (1,784)
Accrued liabilities 8,022 3,342
Returnable deposits 48 45
Other long-term liabilities (571) (2,097)
--------- ---------
Net change in operating accounts $ (6,329) $ 4,987
========= =========
Following is supplemental cash flow information:
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1997 1996
--------- ---------
Cash payments for:
Interest $ 15,791 $ 9,269
Income taxes 543 3,664
Acquisition of OCC Tacoma facility:
Cash paid for acquisition $ 97,000
Equity contribution by parent 5,500
Liabilities assumed 2,955
---------
Fair value of assets acquired $ 105,455
=========
Acquisition of T.C. Products, Inc.:
Cash paid for acquisition $ 5,459
Long-term debt issued 4,500
Liabilities assumed 3,994
---------
Fair value of assets acquired $ 13,953
=========
</TABLE>
Other non-cash items included in the consolidated financial statements
include an increase in stockholder's equity of $3,805 for the nine months ended
September 30, 1996 due to the recognition of the net operating loss
carryforward.
8
<PAGE> 9
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
----------- -----------
<S> <C> <C>
Raw materials, supplies and parts $ 7,562 $ 7,512
Finished goods and work-in-process 12,047 2,668
Inventories under exchange agreements (4,268) (3,933)
----------- -----------
$ 15,341 $ 6,247
=========== ===========
</TABLE>
4. COMMITMENTS AND CONTINGENCIES
The manufacturing operations of the Company are subject to United States
federal, state and local laws and regulations relating to protection of the
environment, including those applicable to waste management, discharge of
pollutants into the air and water, cleanup liability from historical waste
disposal practices and employee health and safety. Each of the United States
federal environmental programs typically has a state counterpart. The state
environmental programs generally must be at least as stringent as the federal
requirements, and some state regulations are more onerous than the federal
requirements. Both federal and state environmental programs allow the
imposition of substantial civil and criminal penalties for noncompliance.
Although the company believes that its operations are in general compliance
with applicable environmental laws and regulations, risks of substantial costs
and liabilities are inherent in chemical manufacturing operations, and there
can be no assurance that significant costs and liabilities will not be
incurred. Moreover, it is possible that other developments, such as new
environmental laws and regulations or stricter enforcement and cleanup
policies, could result in substantial costs and liabilities to the Company.
The Company has accrued $11.9 million related to expected future environmental
restoration and remediation costs, computed on an undiscounted basis. In the
opinion of management, there is currently no material estimable range of loss
in excess of the amount recorded. However, it is possible that new information
about the sites for which the reserve has been established, new technology or
future developments could require the Company to reassess its potential
exposure related to environmental matters.
The Company relies on indemnification from the previous owners in
connection with certain environmental liabilities at its chlor-alkali plants
and other facilities. There can be no assurance, however, that such
indemnification arrangements will be adequate to protect the Company from
environmental liabilities at these sites or that such third parties will
perform their obligations under the respective indemnification arrangements, in
which case the Company would be required to incur significant expenses for
environmental liabilities, which would have a material adverse effect on the
Company.
The Company is subject to various legal proceedings and potential claims
arising in the ordinary course of its business. In the opinion of management,
the Company has adequate legal defenses and/or insurance coverage with respect
to these matters and management does not believe that they will materially
affect the Company's operations or financial position.
9
<PAGE> 10
5. RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------------------------------------------
1997 1996 1997 1996
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Revenues $ 65,242 $ 48,872 $ 150,073 $ 140,835
Cost of sales 46,894 34,257 112,553 98,600
---------- ---------- ---------- -----------
Gross profit 18,348 14,615 37,520 42,235
Selling, general and administrative expenses 7,300 6,767 19,580 19,142
---------- ---------- ---------- -----------
Operating income 11,048 7,848 17,940 23,093
Equity in net loss of unconsolidated subsidiary (779) (689) (2,552) (912)
Interest expense, net 6,750 4,417 16,189 12,766
Other income, net 446 403 882 507
---------- ---------- ---------- -----------
Income before taxes and extraordinary item 3,965 3,145 81 9,922
Income tax provision 2,090 981 1,779 4,868
---------- ---------- ---------- -----------
Income (loss) before extraordinary item 1,875 2,164 (1,698) 5,054
Extraordinary item from early extinguishment of
debt (net of income tax benefit of $12,439) -- -- (18,658) --
---------- ---------- ---------- -----------
Net income (loss) $ 1,875 $ 2,164 $ (20,356) $ 5,054
========== ========== ========== ===========
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1996
Revenues
Revenues increased by $9.2 million or approximately 7% to $150.1 million for
the nine months ended September 30, 1997. Revenues for Pioneer Chlor Alkali
Company, Inc. ("PCAC") increased $10.7 million or approximately 9.7% in the
first nine months of 1997 compared to the same period a year ago. The increase
in revenues was attributable to the additional sales volumes from PCAC's Tacoma
plant which was acquired on June 17, 1997. Partially offsetting this increase
were lower electrochemical unit ("ECU") pricing and lower sales volumes from
PCAC's Henderson and St. Gabriel plants. ECU prices decreased by approximately
5%, which reflects a $54 per ton decrease in caustic soda prices, partially
offset by a $41 per ton increase in chlorine prices. Caustic soda sales volume
decreased 5% mainly due to lost revenues caused by weather-related delays in
Mississippi River barge shipments during the first quarter of 1997 and a
reduction in exchange activity. Production at Henderson and St. Gabriel was
also curtailed somewhat by the shortage of railcars currently being experienced
in the United States. Revenues for All-Pure Chemical Co. ("All-Pure")
increased 3% or $1.2 million in the first nine months of 1997 compared to the
same period a year ago. This increase was due to the revenues associated with
the acquisition of T.C. Products, Inc. which the Company acquired in the third
quarter of 1996, partially offset by lower overall sales volumes and prices due
to continuing competitive pressures on All-Pure's products. Partially
offsetting these increases was a reduction in revenue attributable to the
transfer of the business of a subsidiary of the Company to Kemwater North
America Company ("Kemwater"), a joint venture with PCI that is accounted for on
the equity method.
Cost of Sales
Cost of sales increased by $14.0 million or approximately 14% to $112.6
million for the nine months ended September 30, 1997. This increase was the
result of the acquisitions mentioned above, partially offset by lower cost of
sales for chlorine and caustic soda due to lower sales volumes from PCAC's
Henderson and St. Gabriel plants.
Gross Profit
Gross profit margin decreased from 30% during the first nine months of
1996 to approximately 25% during the first nine months of 1997. This decrease
was primarily a result of lower ECU prices described above. In addition, an
export shipment of caustic soda during the third quarter of 1997, which had
been scheduled earlier in the year at the lower prices then prevailing,
reduced gross profit because it resulted in a loss.
10
<PAGE> 11
Selling, General and Administrative Expense
Selling, general and administrative expense was comparable to the
corresponding 1996 period.
Equity in Net Loss of Unconsolidated Subsidiary
Equity in net loss of unconsolidated subsidiary represents the Company's
50% ownership interest in Kemwater. Kemwater's net loss for the first nine
months of 1997 increased as a result of higher raw material costs which it was
unable to pass through to its customers.
Interest Expense, Net
Interest expense increased by approximately $3.4 million to $16.2 million
in the first nine months of 1997 from $12.8 million in the first nine months of
1996. This increase was a result of the debt incurred for the Tacoma
Acquisition, partially offset by lower interest expense from refinancing $135.0
million 13 3/8% First Mortgage Notes with 9 1/4% Senior Notes.
Income (Loss) Before Taxes and Extraordinary Item
As a result of the above, income before income taxes and extraordinary
item decreased $9.8 million to $0.1 million for the nine months ended September
30, 1997 from $9.9 million for the nine months ended September 30, 1996.
Extraordinary Item from Early Extinguishment of Debt
During the second quarter of 1997, the Company recognized an $18.7 million
extraordinary item as a result of the early extinguishment of the 13 3/8% First
Mortgage Notes. The extraordinary loss consisted primarily of the 20% premium
paid on the face value of the notes and the write-off of debt placement fees
related to the notes (net of tax benefit of $12.4 million).
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996
Revenues
Revenues increased by $16.4 million to $65.2 million for the three months
ended September 30, 1997. Revenues for PCAC increased $18.1 million or
approximately 50% in the third quarter of 1997 compared to the same period a
year ago. The increase in revenues was attributable to sales from the Tacoma
plant which was acquired June 17, 1997. In addition, caustic soda sales volume
increased due to an export shipment in September 1997. Partially offsetting
these increases in revenue was a decrease in ECU prices of approximately 5%,
which reflects a $52 per ton decrease in caustic soda prices, partially offset
by a $36 per ton increase in chlorine prices. Revenues for All-Pure decreased
8% or $1.4 million in the third quarter of 1997 compared to the same period a
year ago. This decrease was due to the lower sales prices and sales volumes
caused by competitive market pressures.
Cost of Sales
Cost of sales increased by $12.6 million or almost 37% to $46.9 million
during the third quarter of 1997 compared to the year ago period. This
increase was the result of the acquisition mentioned above, along with somewhat
higher ECU manufacturing costs when compared to the same period a year ago.
Gross Profit
Gross profit margin decreased from 30% during the third quarter of 1996 to
approximately 28% during the third quarter of 1997. This decrease was
primarily a result of lower ECU prices described above. In addition, an export
shipment of caustic soda during the third quarter of 1997, which had been
scheduled earlier in the year at the lower prices then prevailing, reduced
gross profit because it resulted in a loss.
Selling, General and Administrative Expense
Selling, general and administrative expense increased by $0.5 million or
8% to $7.3 million during the third quarter of 1997 compared to the third
quarter of 1996. This increase was primarily due to additional employee profit
sharing accrued in third quarter of 1997 compared to the third quarter of 1996.
Interest Expense
Interest expense increased by approximately $2.3 million to $6.8 million
in the third quarter of 1997 from $4.4 million in the third quarter of 1996.
This increase was a result of the debt incurred for the Tacoma acquisition,
partially offset by lower interest expense from refinancing $135.0 million
13 3/8% First Mortgage Notes with 9 1/4% Senior Notes.
11
<PAGE> 12
Income Before Taxes and Extraordinary Item
As a result of the above, income before income taxes and extraordinary
item increased $0.9 million to $4.0 million for the three months ended
September 30, 1997 from $3.1 million for the three months ended September 30,
1996.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
On September 22, 1997, the Company's sole stockholder, Pioneer Companies,
Inc., and two newly-formed subsidiaries of the Company, PCI Chemicals Canada
Inc. ("PCI Canada") and PCI Carolina, Inc. ("PCI Carolina"), entered into an
Asset Purchase Agreement with Imperial Chemical Industries PLC., ICI Canada
Inc. ("ICI Canada") and ICI Americas Inc. In accordance with the terms of the
agreement, PCI Canada and PCI Carolina will purchase the forest products
division of ICI Canada Inc. ("ICI Canada"), consisting of certain assets
located in Canada and the United States and used for the manufacture and sale
of chlor alkali and other industrial chemicals, for approximately $235.6
million in cash. It is anticipated that the closing of the transaction will
occur during the fourth quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
No. Description
--- -----------
2 Asset Purchase Agreement, dated as of September 22, 1997,
between PCI Chemicals Canada Inc., PCI Carolina, Inc. and
Pioneer Companies, Inc. and ICI Canada Inc., ICI Americas,
Inc. and Imperial Chemical Industries PLC.
27 Financial Date Schedule.
(b) Reports on Form 8-K
On July 1, 1997, the Company filed a Current Report on Form
8-K dated June 17, 1997. The report had disclosed under Item
2, Acquisition or Disposition of Assets, that on June 17,
1997, PCAC had acquired substantially all of the assets and
properties used by OCC Tacoma, Inc. in the chlor-alkali
business in Tacoma, Washington, including a chlor-alkali
production facility, and the source of consideration for the
acquisition was also disclosed. Filed with the report were
financial statements of the business acquired and pro forma
financial information.
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PIONEER AMERICAS ACQUISITION CORP.
November 4, 1997 By: /s/ Philip J. Ablove
-------------------------------------
Philip J. Ablove
Vice President and
Chief Financial Officer
13
<PAGE> 14
EXHIBIT INDEX
Exhibit
-------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 35,799
<SECURITIES> 0
<RECEIVABLES> 38,396
<ALLOWANCES> 1,357
<INVENTORY> 15,341
<CURRENT-ASSETS> 95,649
<PP&E> 198,238
<DEPRECIATION> 26,339
<TOTAL-ASSETS> 463,851
<CURRENT-LIABILITIES> 60,724
<BONDS> 305,370
0
0
<COMMON> 1
<OTHER-SE> 59,241
<TOTAL-LIABILITY-AND-EQUITY> 463,851
<SALES> 150,073
<TOTAL-REVENUES> 150,073
<CGS> 112,553
<TOTAL-COSTS> 112,553
<OTHER-EXPENSES> 22,132
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,189
<INCOME-PRETAX> 81
<INCOME-TAX> 1,779
<INCOME-CONTINUING> (1,698)
<DISCONTINUED> (0)
<EXTRAORDINARY> (18,658)
<CHANGES> (0)
<NET-INCOME> (20,356)
<EPS-PRIMARY> (20,356)
<EPS-DILUTED> (20,356)
</TABLE>
