Page 1 of 14 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Transition Period from _________________ to ________________________
For Quarter Ended March 31, 1998 Commission File Number 1-5112
ETHYL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0118820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
330 SOUTH FOURTH STREET
P. O. BOX 2189
RICHMOND, VIRGINIA 23218-2189
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (804) 788-5000
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
Number of shares of common stock, $1 par value, outstanding as of April 30,
1998: 83,465,460.
ETHYL CORPORATION
I N D E X
Page
Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets - March 31, 1998
and December 31, 1997 3 - 4
Consolidated Statements of Income - Three Months
Ended March 31, 1998 and 1997 5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1998 and 1997 6
Notes to Financial Statements 7 - 9
ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 10 - 12
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 13
ITEM 5. Other Information 13
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURE 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
March 31
1998 December 31
ASSETS (unaudited) 1997
----------- -----------
Current assets:
Cash and cash equivalents $ 15,361 $ 18,162
Accounts receivable, less allowance for
doubtful accounts ($2,349 in 1998 and
1997) 129,464 165,259
Inventories:
Finished goods and work-in-process 177,575 166,089
Raw materials 22,604 20,001
Stores, supplies and other 8,892 7,746
--------- ---------
209,071 193,836
Deferred income taxes and prepaid expenses 22,726 21,857
--------- ---------
Total current assets 376,622 399,114
--------- ---------
Property, plant and equipment, at cost 770,468 766,413
Less accumulated depreciation and
amortization (369,496) (357,316)
--------- ---------
Net property, plant and equipment 400,972 409,097
--------- ---------
Other assets and deferred charges 193,112 179,918
Goodwill and other intangibles - net of
amortization 87,062 79,148
--------- ---------
Total assets $1,057,768 $1,067,277
========= =========
See accompanying notes to financial statements.
3
ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
March 31
1998 December 31
LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 1997
Current liabilities:
Accounts payable $ 73,610 $ 66,573
Accrued expenses 49,275 50,743
Cash dividends payable 5,217 5,217
Long-term debt, current portion 58,593 46,707
Income taxes payable 16,797 11,188
--------- ---------
Total current liabilities 203,492 180,428
--------- ---------
Long-term debt 555,957 594,429
Other noncurrent liabilities 83,648 86,308
Deferred income taxes 63,532 61,514
Shareholders' equity:
Common stock ($1 par value)
Issued - 83,465,460 in 1998 and 1997 83,465 83,465
Accumulated other comprehensive income 384 1,705
Retained earnings 67,290 59,428
--------- ---------
151,139 144,598
--------- ---------
Total liabilities and shareholders' equity $1,057,768 $1,067,277
========= =========
See accompanying notes to financial statements.
4
ETHYL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited)
Three Months Ended
March 31
--------------------
1998 1997
-------- --------
Net sales $226,932 $265,713
Cost of goods sold 173,483 189,688
-------- --------
Gross profit 53,449 76,025
Selling, general and administrative expenses 20,042 22,259
Research, development and testing expenses 16,850 16,397
-------- --------
Operating profit 16,557 37,369
Interest and financing expenses 10,334 5,298
Other income, net (12,928) (338)
-------- --------
Income before income taxes 19,151 32,409
Income taxes 6,072 11,820
-------- --------
Net income $ 13,079 $ 20,589
======== ========
Basic and diluted earnings per share $ .16 $ .17
======== ========
Shares used to compute basic earnings per share 83,465 118,444
======== ========
Cash dividends per share of common stock $ .0625 $ .125
======== ========
See accompanying notes to financial statements.
5
ETHYL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
(Unaudited)
Three Months Ended
March 31
--------------------
1998 1997
-------- --------
Cash and cash equivalents at beginning of year $ 18,162 $ 20,148
-------- --------
Cash flows from operating activities:
Net income 13,079 20,589
Adjustments to reconcile net income to cash flows
from operating activities:
Depreciation and amortization 15,120 16,912
Gain on sale of certain non-operating assets (4,730) -
Working capital decreases 7,994 5,314
Other, net 2,014 (47)
-------- --------
Cash provided from operating activities 33,477 42,768
-------- --------
Cash flows from investing activities:
Capital expenditures (9,570) (5,607)
Proceeds from sale of certain non-operating assets 14,537 -
Other, net (28) 145
-------- --------
Cash provided from (used in) investing activities 4,939 (5,462)
-------- --------
Cash flows from financing activities:
Repayment of long-term debt (36,000) (22,500)
Cash dividends paid (5,217) (14,805)
-------- --------
Cash used in financing activities (41,217) (37,305)
-------- --------
(Decrease) increase in cash and cash equivalents (2,801) 1
-------- --------
Cash and cash equivalents at end of period $ 15,361 $ 20,149
======== ========
Supplemental investing and financing
non-cash transactions
Increase in intangibles related to
the recognition of a portion of the
contingent note payable to Texaco
Inc. (Including deferred interest
costs of $1,126) $ (10,501) -
Recognition of portion of contingent
note payable to Texaco Inc. $ 9,375 -
See accompanying notes to financial statements.
6
ETHYL CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(In Thousands Except Per-Share Amounts)
(Unaudited)
1. In the opinion of management, the accompanying consolidated financial
statements of Ethyl Corporation and Subsidiaries (the "Company") contain
all adjustments necessary to present fairly, in all material respects, the
Company's consolidated financial position as of March 31, 1998 and the
consolidated results of operations and the consolidated cash flows for the
three-month periods ended March 31, 1998 and 1997. All adjustments are of a
normal, recurring nature. These financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the December 31, 1997 Annual Report. The December 31, 1997
consolidated balance sheet data was derived from audited financial
statements but does not include all disclosures required by generally
accepted accounting principles. The results of operations for the
three-month period ended March 31, 1998 are not necessarily indicative of
the results to be expected for the full year.
2. On October 2, 1997, the Company purchased 34,999,995 shares of its common
stock at $9.25 per share with the purchase price and related costs totaling
about $328.9 million. The purchase was financed under the Company's new
$750 million Competitive Advance, Revolving Credit Facility and Term Loan
Agreement which increased the committed funds available for borrowing.
As the Company's first quarter 1997 results of operations do not include
any effects of the purchase of the 34,999,995 shares, the following
selected unaudited pro forma information is being provided to present a
summary of the results of operations of the Company as if the purchase of
shares had occurred as of January 1, 1997. The pro forma information gives
effect to adjustments for the reduction in outstanding shares, additional
debt, interest expense and related income tax impact that would have been
incurred to finance the purchase of the shares. The pro forma data is for
informational purposes only and may not necessarily reflect the financial
position or results of operations of the Company had the purchase of shares
occurred on January 1, 1997.
Three Months Ended
March 31, 1997
------------------
Net income $ 17,294
Basic and diluted earnings per share $.21
Shares used to compute
earnings per share 83,444
7
3. Long-term debt consists of the following: March 31, December 31,
1998 1997
-------- -----------
Variable-rate bank loans (average
effective interest rate was 6.3% for
the three-month period ended March 31,
1998 and 6.1% for the year 1997) $566,000 $602,000
5.99% Note payable to Texaco 21,875 12,500
8.6% to 8.86% Medium-term notes
due through 2001 27,000 27,000
------- -------
Total long-term debt 614,875 641,500
Less unamortized discount (325) (364)
------- -------
Net long-term debt $614,550 $641,136
Less current portion (58,593) (46,707)
------- -------
Long-term debt $555,957 $594,429
======= =======
4. The components of comprehensive
income consist of the following: Three Months Ended
March 31
-----------------------------------
1998 1997
-----------------------------------
Net income $ 13,079 $ 20,589
Other comprehensive income (loss),
net of tax
Unrealized gain on marketable equity
securities $ 2,098 $ -
Less: Reclassification adjustment
for gain included in net
income (3,182) (1,084) - -
------
Foreign currency translation
adjustments (237) (5,519)
------ ------
Other comprehensive (loss), net of tax (1,321) (5,519)
------- -------
Comprehensive income $ 11,758 $ 15,070
======= =======
The components of accumulated other
comprehensive income consist of the
following: March 31, December 31,
1998 1997
-------- ----------
Foreign currency translation adjustments $(8,356) $(8,119)
Unrealized gain on marketable equity
securities 8,740 9,824
------ ------
Accumulated other comprehensive income $ 384 $ 1,705
====== ======
8
5. Other income, net in the first quarter 1998 included a gain relating to the
settlement of a federal income tax audit amounting to $7.9 million as well
as a gain of $5.0 million on the sale of a non-operating asset.
6. FASB Statement No. 131, "Disclosures about Segments of an Enterprise and
Related Information" is effective for annual periods beginning after
December 15, 1997 and for interim periods after the year of adoption. This
statement establishes standards for reporting information about operating
segments, including related disclosures about products and services,
geographic areas, and major customers. The Company has not yet completed
its analysis of what impact, if any, Statement No. 131 will have on
operating segments reported, or on the financial statements and related
disclosures.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following is management's discussion and analysis of certain significant
factors affecting the Company's results of operations during the periods
included in the accompanying consolidated statements of income and changes in
the financial condition since December 31, 1997. The Company's results of
operations for the first quarter of 1998 include the effect of the repurchase of
approximately 35 million shares of its common stock on October 2, 1997.
Some of the information presented in the following discussion constitutes
forward-looking comments within the meaning of the Private Securities Litigation
Reform Act of 1995. Although the Company believes its expectations are based on
reasonable assumptions within the bounds of its knowledge of its business and
operations, there can be no assurance that actual results will not differ
materially from its expectations. Factors which could cause actual results to
differ from expectations include, without limitation, the timing of orders
received from customers, the gain or loss of significant customers, competition
from other manufacturers, and changes in the demand for the Company's products.
In addition, increases in the cost of the product, changes in the market in
general and significant changes in new product introduction could result in
actual results varying from expectations.
Results of Operations
First Quarter 1998 Compared to First Quarter 1997
Net sales for the first quarter of 1998 amounted to $226.9 million, representing
a reduction of $38.8 million (14.6%) from net sales of $265.7 million in the
first quarter of 1997. Of the $38.8 million decrease, $22.6 million was the
result of lower selling prices in both petroleum additives and antiknocks. A net
reduction in shipments of $16.2 million also impacted the net sales revenue.
The decrease in lead antiknocks sales reflects lower shipments resulting from
fluctuations in orders and shipping patterns as the lead market declines as well
as competitive pricing pressures in this market including the effect of the
Company's determination to regain traditional market share. Decreases impacting
petroleum additive products result from lower selling prices partly offset by
higher shipments.
Cost of goods sold for the first quarter of 1998 decreased $16.2 million (8.5%)
to $173.5 million in 1998 from $189.7 million in the first quarter of 1997. The
overall decrease was caused by lower shipments ($6.3 million), with antiknock
shipments lower versus first quarter 1997 partially offset by an increase in
petroleum additive shipments, as well as the impact of lower costs ($9.9
million) including the benefits of plant rationalization, favorable foreign
currency effect and overall lower raw material cost.
Gross profit of $53.4 million in first quarter 1998 decreased $22.6 million
(29.7%) from the first quarter 1997 level of $76.0 million. As a result of the
14.6% reduction in net sales and the 8.5% decrease in cost of sales, as outlined
above, the gross profit margin as a percentage of net sales dropped from 28.6%
10
in 1997 to 23.6% in 1998. The lower profit and margins mainly reflected lower
shipments and margins on antiknocks and the change in product mix reflecting the
increase in the extent sales and profits come from petroleum additives.
Selling, general, and administrative expenses combined with research,
development and testing expenses of $36.9 million in the first quarter 1998 were
down $1.8 million (4.6%) from the first quarter 1997. The reduction is primarily
the result of ongoing strict cost control efforts. Selling, general and
administrative expenses combined with research, development and testing expenses
as a percentage of net sales increased from 14.5% in the first quarter 1997 to
16.3% in the first quarter 1998 reflecting the impact of a 14.6% reduction in
net sales as compared to the 4.6% reduction in these expenses.
Operating profit decreased 55.7% to $16.6 million from $37.4 million in the
first quarter 1997. The lower operating profit results from the change in
product mix and the increase in the extent to which profits are being generated
from petroleum additive products. Most of the decrease results from lower
shipments and moderately lower gross margins from antiknocks as well as lower
operating profit from petroleum additives reflecting continuing pricing
pressures, partly offset by higher shipments.
Interest and financing expenses of $10.3 million in 1998 were $5.0 million
(95.1%) higher than 1997. The increase is primarily the result of higher average
debt outstanding which produced $4.6 million of the $5.0 million increase. The
higher average debt reflected the use of long-term debt to finance the October
1997 repurchase of almost 35 million shares of the Company's common stock.
Approximately $0.3 million of the increase in interest and financing expenses
was from an increase in average interest rates on variable rate debt. Higher
fees and amortization of deferred financing costs of $0.1 million were also a
component of the $5.0 million increase.
Other income, net, of $12.9 million in the first quarter of 1998 represents an
increase of $12.6 million as compared to 1997. The increase consists primarily
of interest income on the settlement of a federal income tax audit amounting to
$7.9 million, as well as a gain of $5.0 million on the sale of a non-operating
asset.
Income taxes in the first quarter of 1998 decreased $5.7 million (48.6%) to $6.1
million from the first quarter 1997 amount of $11.8 million due to a 40.9%
decrease in income before income taxes, as well as a lower effective income tax
rate. The lower effective income tax rate of 31.7% in 1998 versus 36.5% in 1997
was due primarily to the tax benefit on the settlement of the income tax case.
As a result of the items outlined above, net income of $13.1 million in 1998 was
$7.5 million (36.5%) lower than the first quarter of 1997. Basic and diluted
earnings per share of $.16 in 1998 decreased only 5.9% from $.17 in 1997, due to
the benefit of the fourth quarter 1997 stock repurchase resulting in an
approximate reduction of 30% in the number of outstanding shares to 83,465,460
at March 31, 1998 compared to 118,443,835 at March 31, 1997.
11
Financial Condition and Liquidity
Cash and cash equivalents at March 31, 1998 totaled $15.4 million, a decrease of
$2.8 million since December 31, 1997. Cash flows were more than sufficient to
cover operating activities during the 1998 period. Cash flows from operating
activities for the first quarter of 1998 of $33.5 million, combined with
cash-on-hand of $2.8 million and the proceeds from the sale of non-operating
assets of $14.5 million, were used to make principal payments on long-term debt
of $36.0 million, pay dividends of $5.2 million, and fund capital expenditures
of $9.6 million.
The combined current and noncurrent long-term debt amounted to $614.5 million in
1998 as compared to $641.1 million at December 31, 1997. This net decrease of
$26.6 million represents a repayment of $36.0 million of debt including $20.0
million on the Company's term loan, as well as a repayment of $16.0 million
under the Company's line of credit. The repayments of long-term debt were offset
by a $9.4 million increase in the note payable related to the Texaco
acquisition. The contingent note is payable to Texaco Inc. for up to $60
million. The actual amount of the contingent note is being determined using an
agreed-upon formula based on volumes of certain acquired product lines shipped
during calendar years 1996 through 1998. Based on actual shipments through March
31, 1998, $21.9 million of the contingent note has been included in long-term
debt. The Company's long-term debt (excluding the current portion) as a
percentage of total capitalization was 78.6% at March 31, 1998 as compared to
80.4% at December 31, 1997. The Company has historically targeted a range of 30%
to 50% for its long-term debt ratio, and intends to continue to use its cash
flows to reduce long-term debt outstanding.
The Company's capital spending during the year is expected to be lower than in
1997 reflecting the completion of the construction and expansion following the
Texaco acquisition. Capital spending is expected to be financed with cash from
operations.
Working capital at March 31, 1998 was $173.1 million resulting in a current
ratio of 1.85 to 1. At December 31, 1997, the working capital was $218.7 and the
current ratio was 2.21 to 1. The reduction in working capital and the current
ratio primarily results from a decrease in accounts receivable, as well as an
increase in the current portion of long-term debt, accounts payable, and taxes
payable partially offset by an increase in inventories. The Company anticipates
that cash provided from operations will continue to be sufficient to cover the
Company's operating expenses, service debt obligations, including reducing
long-term debt and make dividend payments to shareholders.
Recent Developments
The Company recently announced an enhanced retirement offer to selected salaried
employees. In addition, the Company has identified a number of positions that
can be eliminated. Incumbents will be provided a severance allowance. These
initiatives affect about 45 employees and the non-recurring charge, which is
expected to be approximately $2.5 million after tax, will be incurred in the
second quarter.
Recently Issued Accounting Standards
FASB Statement No. 131, "Disclosures about Segments of an Enterprise and Related
Information" is effective for annual periods beginning after December 15, 1997
and for interim periods after the year of adoption. This statement establishes
standards for reporting information about operating segments, including related
disclosures about products and services, geographic areas, and major customers.
The Company has not yet completed its analysis of what impact, if any, Statement
No. 131 will have on operating segments reported, or on the financial statements
and related disclosures.
12
PART II - Other Information
ITEM 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on April 23, 1998, the
shareholders elected the directors nominated in the Proxy with the
following affirmative votes and votes withheld:
Director Affirmative Votes Votes Withheld
William W. Berry 72,722,248 1,200,836
Phyllis L. Cothran 72,692,106 1,230,978
Bruce C. Gottwald 72,732,002 1,191,082
Thomas E. Gottwald 72,730,520 1,192,564
Gilbert M. Grosvenor 72,719,601 1,203,483
Sidney Buford Scott 72,762,316 1,160,768
Charles B. Walker 72,746,037 1,177,047
The shareholders also approved the selection of Coopers & Lybrand as
the Company's auditors with 73,444,045 affirmative votes, 330,510
votes against and 148,529 abstentions.
ITEM 5. Other Information
Refer to "Recent Developments" in Item 2 "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on page 11.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
13
SIGNATURE
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 there-unto duly authorized.
ETHYL CORPORATION
(Registrant)
Date: May 7, 1998 By: s/ J. Robert Mooney
J. Robert Mooney
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: May 7, 1998 By: s/ Wayne C. Drinkwater
Wayne C. Drinkwater
Controller
(Principal Accounting Officer)
14