________________________________________________________________________________
________________________________________________________________________________
FORM 10-Q
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from ....................
to ....................
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Commission file number: (1-13888)
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UCAR INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1385548
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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39 Old Ridgebury Road 06817-0001
Danbury, Connecticut (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 207-7700
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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 [ ]
As of June 30, 1997, 45,802,588 shares of common stock, par value $.01 per
share, were outstanding.
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________________________________________________________________________________
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
-------------------------------
Consolidated Balance Sheets as of June 30, 1997
and December 31, 1996........................................ Page 3
Consolidated Statements of Operations for the Three Months
ended June 30, 1997 and 1996 and for the Six Months ended
June 30, 1997 and 1996....................................... Page 4
Consolidated Statements of Cash Flows for the Six Months
ended June 30, 1997 and 1996................................. Page 5
Consolidated Statement of Stockholders' Equity (Deficit) for the
Six Months ended June 30, 1997............................... Page 6
Notes to Consolidated Financial Statements..................... Page 7
Item 2. Management's Discussion and Analysis of Financial Condition
---------------------------------------------------------------------
and Results of Operations.............................. Page 11
-------------------------
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings...................................... Page 17
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders.... Page 18
-------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K....................... Page 18
------------------------------------------
SIGNATURE.......................................................... Page 19
INDEX TO EXHIBITS.................................................. Page E-1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ----------------------------
UCAR INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except per share data)
June 30, December 31,
ASSETS 1997 1996
---- ----
CURRENT ASSETS: (Unaudited)
Cash and cash equivalents........................... $ 60 $ 95
Short-term investments.............................. 13 -
Notes and accounts receivable....................... 247 185
Inventories:
Raw materials and supplies....................... 49 39
Work in process.................................. 126 100
Finished goods................................... 38 37
------ -----
213 176
Prepaid expenses.................................... 24 27
------ -----
Total current assets....................... 557 483
------ -----
Property, plant and equipment......................... 1,296 1,087
Less: accumulated depreciation........................ 714 653
------ -----
Net fixed assets........................... 582 434
------ -----
Company carried at equity............................. - 18
Other assets.......................................... 62 53
------ -----
Total assets............................... $ 1,201 $ 988
====== =====
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable.................................... $ 67 $ 67
Short-term debt..................................... 73 53
Payments due within one year on long-term debt...... 26 1
Accrued income and other taxes...................... 34 37
Other accrued liabilities........................... 79 91
------ -----
Total current liabilities.................. 279 249
------ -----
Long-term debt........................................ 667 581
Other long-term obligations........................... 148 138
Deferred income taxes................................. 62 16
Minority stockholders' equity in consolidated entities 14 6
------ -----
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, par value $.01, 10,000,000 shares
authorized, none issued........................... - -
Common stock, par value $.01, 100,000,000 shares
authorized, 47,102,588 shares issued at June 30,
1997, 46,614,724 shares issued at
December 31, 1996................................. - -
Additional paid-in capital.......................... 504 498
Cumulative foreign currency translation adjustment.. (120) (116)
Retained earnings (deficit)......................... (305) (384)
------ -----
79 (2)
Less cost of common stock held in treasury,
1,300,000 shares at June 30, 1997................. (48) -
------ -----
Total stockholders' equity (deficit).... 31 (2)
------ -----
Total liabilities and stockholders' equity
(deficit).............................. $ 1,201 $ 988
====== =====
See accompanying Notes to Consolidated Financial Statements.
3
PART I (Cont.)
UCAR INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share data)
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
1997 1996 1997 1996
---- ---- ---- ----
Net sales.............................................................. $ 290 $ 241 $ 528 $ 484
Cost of sales.......................................................... 180 145 330 295
------ ------ ------ ------
Gross profit........................................................... 110 96 198 189
Research and development............................................... 2 2 4 4
Selling, administrative and other expenses............................. 27 23 50 45
Other (income) expense (net)........................................... - - 1 1
------ ------ ------ ------
Operating profit................................................ 81 71 143 139
Interest expense....................................................... 16 15 31 31
------ ------ ------ ------
Income before provision for income taxes........................ 65 56 112 108
Provision for income taxes............................................. 22 19 34 38
------ ------ ------ ------
Income of consolidated entities................................. 43 37 78 70
Less: minority stockholders' share of income........................... 1 - 1 -
Plus: UCAR share of net income from company carried at equity.......... - 1 2 3
------ ------ ------ ------
Income before cumulative effect of change in
accounting principle.......................................... 42 38 79 73
Cumulative effect on prior years of change in
accounting for inventories......................................... - - - 7
------ ------ ------ ------
Net income...................................................... $ 42 $ 38 $ 79 $ 80
====== ====== ====== ======
PRIMARY NET INCOME PER COMMON SHARE:
Income before cumulative effect of change in
accounting principle............................................ $ 0.89 $ 0.78 $ 1.64 $ 1.51
Cumulative effect on prior years of change in
accounting for inventories...................................... - - - 0.15
------ ------ ------ ------
Primary net income per share................................ $ 0.89 $ 0.78 $ 1.64 $ 1.66
====== ====== ====== ======
Weighted average common shares outstanding
(in thousands).............................................. 47,724 48,407 48,256 48,299
====== ====== ====== ======
See accompanying Notes to Consolidated Financial Statements.
4
PART I (Cont.)
UCAR INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Dollars in millions)
(Unaudited)
Six Months
Ended June 30,
--------------
1997 1996
---- ----
CASH FLOW FROM OPERATING ACTIVITIES:
Net income .................................................. $ 79 $ 80
Cumulative effect on prior years of change in
accounting for inventories................................ - (7)
Non-cash charges to net income:
Depreciation.............................................. 24 19
Deferred income taxes..................................... - 11
Other non-cash charges.................................... 4 9
Working capital*............................................. (71) (62)
Long-term assets and liabilities............................. 5 (6)
---- ----
NET CASH PROVIDED BY OPERATING ACTIVITIES............... 41 44
---- ----
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures......................................... (28) (23)
Purchase of subsidiaries, net of cash acquired............... (123) (3)
Purchases of short-term investments.......................... (13) -
Redemption/sale of assets.................................... 1 1
---- ----
NET CASH USED IN INVESTING ACTIVITIES................... (163) (25)
---- ----
CASH FLOW FROM FINANCING ACTIVITIES:
Short-term debt.............................................. 20 (3)
Long-term debt borrowings.................................... 168 2
Long-term debt reductions.................................... (57) (35)
Sale of common stock......................................... 3 1
Financing costs.............................................. (2) -
Purchase of treasury stock................................... (48) -
Tax benefit arising from exercise of employee stock options.. 3 2
---- ----
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES..... 87 (33)
---- ----
Net decrease in cash and cash equivalents..................... (35) (14)
Cash and cash equivalents at beginning of period.............. 95 53
---- ----
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................... $ 60 $ 39
==== ====
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Net cash paid during the periods for:
Interest expense.......................................... $ 29 $ 29
Income taxes.............................................. 38 26
*Net change in working capital by component (excluding
cash and cash equivalents, short-term investments,
deferred income taxes and short-term debt):
(Increase) decrease in current assets:
Notes and accounts receivable:
Sale of receivables................................. $ 2 $ 2
Other changes....................................... (37) (22)
Inventories............................................. 3 (24)
Prepaid expenses and other current assets............... (3) 4
Decrease in payables and accruals......................... (36) (22)
---- ----
WORKING CAPITAL..................................... $ (71) $ (62)
==== ====
See accompanying Notes to Consolidated Financial Statements.
5
PART I (Cont.)
UCAR INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(Dollars in millions)
(Unaudited)
Cumulative
Foreign
Additional Currency Retained Total
Common Paid-in Translation Earnings Treasury Stockholders'
Stock Capital Adjustment (Deficit) Stock Equity (Deficit)
----- ------- ---------- --------- ----- ----------------
BALANCE AT DECEMBER 31, 1996........... $ - $ 498 $ (116) $ (384) $ - $ (2)
Exercise of employee stock options..... - 4 - - - 4
Tax benefit arising from exercise
of employee stock options........... - 3 - - - 3
Purchase of treasury stock............. - - - - (48) (48)
Cost of secondary offering............. - (1) - - - (1)
Translation adjustments................ - - (4) - - (4)
Net income............................. - - - 79 - 79
----- ----- ----- ----- ----- -----
BALANCE AT JUNE 30, 1997............... $ - $ 504 $ (120) $ (305) $ (48) $ 31
===== ===== ===== ===== ===== =====
See accompanying Notes to Consolidated Financial Statements.
6
PART I (Cont.)
UCAR INTERNATIONAL INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(1) INTERIM FINANCIAL PRESENTATION
The interim Consolidated Financial Statements are unaudited; however, in
the opinion of management, they have been prepared in accordance with
Rule 10-01 of Regulation S-X adopted by the Securities and Exchange
Commission ("Commission") and reflect all adjustments (all of which are
of a normal, recurring nature) which are necessary for a fair statement
of financial condition, results of operations, cash flows and changes in
stockholders' equity (deficit) for the periods presented. Results of
operations for the six months ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the entire year ending
December 31, 1997.
As used in these Notes, references to "UCAR" mean UCAR International
Inc., to "Global" mean UCAR Global Enterprises Inc., a direct,
wholly-owned subsidiary of UCAR, and to the "Company" mean UCAR and its
subsidiaries (including Global), collectively. Separate financial
statements of Global are not presented because they would not be material
to holders of senior subordinated notes.
(2) UCAR GLOBAL ENTERPRISES INC.
UCAR has no material assets, liabilities or operations other than those
that result from its ownership of 100% of the outstanding common stock of
Global.
The following is a summary of the consolidated assets and liabilities of
Global and its subsidiaries and their consolidated results of operations:
June 30, December 31,
1997 1996
---- ----
Assets: (Dollars in millions)
Current assets........................ $ 557 $ 483
Non-current assets.................... 644 505
------ -----
Total assets................... $ 1,201 $ 988
====== =====
Liabilities:
Current liabilities................... $ 279 249
Non-current liabilities............... 877 735
------ -----
Total liabilities.............. $ 1,156 $ 984
====== =====
Minority stockholders' equity in
consolidated entities................. $ 14 $ 6
====== =====
7
PART I (Cont.)
UCAR INTERNATIONAL INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Cont.)
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
1997 1996 1997 1996
---- ---- ---- ----
(Dollars in millions)
Net sales............................ $ 290 $ 241 $ 528 $ 484
Gross profit......................... 110 96 198 189
Income before cumulative effect of
change in accounting principles.... 42 38 79 73
Net income .......................... 42 38 79 80
(3) CHANGE IN ACCOUNTING FOR INVENTORIES
Effective January 1, 1996, the Company changed its method of determining
LIFO inventories. The new methodology provides specifically identified
parameters for defining new items within the LIFO pool which the Company
believes improves the accuracy of costing those items.
The Company recorded income of $7 million (after related income taxes of
$4 million) as the cumulative effect on prior years of this change in
accounting for inventories. The Company believes this change will not
materially impact the Company's on-going results of operations.
(4) ACQUISITION OF SUBSIDIARY
On April 22, 1997, the Company purchased the shares of EMSA (Pty.) Ltd.
("EMSA") held by Samancor Limited, the Company's joint venture partner in
this 50%-owned affiliate. The purchase price was $75 million, plus
expenses. Prior to April 22, 1997, the Company's investment in EMSA was
carried on the equity basis and its proportional share of the net income
was reported in income under the caption "UCAR share of net income from
company carried at equity". The Consolidated Financial Statements have
not been restated to reflect the increased ownership of EMSA at any date
or for any period prior to the date of purchase.
The acquisition was accounted for as a purchase. Accordingly, the
purchase price has been allocated to the assets purchased and the
liabilities assumed based upon the fair values at the date of
acquisition.
(5) AMENDMENTS TO CREDIT FACILITIES
On March 19, 1997, the Company's senior secured bank credit facilities
(the "Senior Bank Facilities") were amended to reduce the interest rates
on amounts outstanding thereunder, to increase the amount available under
its revolving credit facility to $250 million from $100 million and to
change the covenants to allow more flexibility in uses of free cash flow
for acquisitions,
8
PART I (Cont.)
UCAR INTERNATIONAL INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Cont.)
(Unaudited)
capital expenditures and stock repurchases. The interest rates applicable
to the Senior Bank Facilities were reduced from an adjusted LIBOR plus a
margin ranging from 1.00% - 2.00% to an adjusted LIBOR plus a margin
ranging from 0.75% - 1.50%.
(6) STOCK REPURCHASE PROGRAM
On February 10, 1997, UCAR's Board of Directors authorized a program to
repurchase up to $100 million of common stock at prevailing prices from
time to time in the open market or otherwise depending on market
conditions and other factors, without any established minimum or maximum
time period or number of shares. On April 8, 1997, concurrent with the
1997 Secondary Offering (as defined below) and as part of this program,
UCAR repurchased 1,300,000 shares of common stock from Blackstone (as
defined below) for $48 million (the "Blackstone Share Repurchase").
(7) SECONDARY OFFERING
On April 8, 1997, 6,411,227 shares of common stock were sold by
Blackstone Capital Partners II Merchant Banking Fund L.P. and its
affiliates (collectively, "Blackstone") in a secondary public offering
(the "1997 Secondary Offering"). After the 1997 Secondary Offering and
the Blackstone Share Repurchase, Blackstone ceased to be a principal
stockholder of UCAR. UCAR did not sell any shares in, or receive any
proceeds from, the 1997 Secondary Offering.
(8) INCOME TAXES
In the six months ended June 30, 1997 and 1996, the Company paid $38
million and $26 million, respectively, to various taxing authorities and
provided $34 million and $38 million, respectively, for income tax
expense. In the six months ended June 30, 1997, income tax expense was
lower than the amount computed by applying the United States Federal
income tax rate primarily due to tax credits in the United States from
research and development expenses and tax benefits recognized in Italy
and Spain associated with capital expenditures and fixed asset
revaluations, respectively.
(9) EARNINGS PER SHARE
Primary net income per share is computed by dividing net income by the
weighted average number of common shares outstanding during the period.
The weighted average number of common shares outstanding includes common
stock equivalents calculated in accordance with the "treasury stock
method," wherein the net proceeds from the exercise thereof are assumed
to be used to repurchase outstanding shares of common stock at the
average market price for the period. Fully diluted earnings per share is
not significantly different than primary net income per share and,
therefore, has not been presented.
9
PART I (Cont.)
UCAR INTERNATIONAL INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Cont.)
(Unaudited)
(10) CONTINGENCIES
On June 5, 1997, the Company was served with a subpoena issued by a grand
jury empaneled by the United States District Court for the Eastern
District of Pennsylvania and a related search warrant. Counsel for the
Company has been informed by attorneys for the Antitrust Division of the
United States Department of Justice ("DOJ") that the grand jury is
investigating whether there has been any violation of Federal antitrust
laws by producers of graphite electrodes. Concurrently, the antitrust
enforcement authorities of the European Union ("EU authorities") visited
offices of the Company's French subsidiary for purposes of gathering
information to determine if there has been any violation by producers of
graphite electrodes of the antitrust laws of the European Union. The
Company, through its counsel, is cooperating with the DOJ and the EU
authorities. At this time, as far as the Company is aware, no
governmental authority has made a finding or allegation that any person
or company violated any antitrust law. No provision for any liability
related to such matters has been made in the Consolidated Financial
Statements.
On June 17, 1997, UCAR was served with a complaint commencing a putative
class action lawsuit alleging violations of Federal antitrust laws.
Subsequently through July 31, 1997, UCAR has been served with three
additional complaints commencing similar lawsuits. UCAR and other
graphite electrode producers are named as defendants in each complaint.
None of the complaints contains any specific allegations of the factual
basis underlying such violations, and all of the complaints appear to be
based on the existence of the previously announced grand jury
investigation. In each complaint, the proposed class consists of all
persons who purchased graphite electrodes in the United States directly
from the defendants during the period from 1992 through the present. Each
complaint seeks, among other things, an award of treble damages resulting
from the alleged antitrust violations. The Company has not yet responded
to formal discovery and substantive pre-trial motion practice has not yet
begun and, therefore, no evaluation of potential liability has been made.
The Company intends to vigorously defend against these lawsuits. No
provision for any liability related to such matters has been made in the
Consolidated Financial Statements.
10
PART I (Cont.)
UCAR INTERNATIONAL INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
-------------
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Actual results,
events and circumstances could differ materially from those set forth in such
statements due to various factors. Such factors include the possibility that
announced additions to electric arc furnace steel production capacity may not
occur, increased electric arc furnace steel production may not occur or result
in increased demand or higher prices for graphite electrodes, acquired
manufacturing capacity may not be fully utilized, technological advances
expected by the Company (as defined herein) may not be achieved, changing
economic and competitive conditions, other technological developments and other
risks and uncertainties, including those set forth in the Company's other
filings with the Securities and Exchange Commission.
As used herein, references to "UCAR" mean UCAR International Inc., to "Global"
mean UCAR Global Enterprises Inc., a direct, wholly-owned subsidiary of UCAR,
and to the "Company" mean UCAR and its subsidiaries (including Global),
collectively.
GENERAL
In 1995, the Company consummated (i) a leveraged recapitalization as a result of
which Blackstone Capital Partners II Merchant Banking Fund L.P. and its
affiliates (collectively, "Blackstone") became the owners of approximately 69%
of the then outstanding shares of common stock (the "Recapitalization"), (ii) an
initial public offering of common stock (the "Initial Offering"), (iii) a
redemption of $175 million principal amount of senior subordinated notes (the
"Subordinated Notes") at a redemption price equal to 110% of the aggregate
principal amount thereof, plus accrued interest of approximately $4 million
thereon (the "Redemption"), (iv) a refinancing of its then existing
recapitalization credit facilities (the "Recapitalization Bank Facilities") with
new credit facilities (the "Senior Bank Facilities") at more favorable interest
rates and with more favorable covenants and (v) the acquisition of substantially
all of the shares of its Brazilian subsidiary owned by public shareholders in
Brazil for an aggregate purchase price of $52 million, plus expenses of $3
million. Subsequent to 1995, the Company acquired additional shares from such
Brazilian shareholders for $3 million. The acquisitions were accounted for as
purchases.
In March 1996, Blackstone and certain other stockholders sold certain shares of
common stock in a secondary public offering (the "1996 Secondary Offering").
After the 1996 Secondary Offering, Blackstone owned approximately 20% of the
then outstanding shares of common stock. UCAR did not sell any shares in, or
receive any proceeds from, the 1996 Secondary Offering.
In November 1996, the Company acquired 90% of the equity of UCAR Grafit OAO
("UCAR Grafit"). The aggregate investment was $50 million. In the three months
ended March 31, 1997, the Company acquired 70% of the equity of Carbone Savoie
S.A.S. ("Carbone Savoie") for a purchase price of $33 million and, through a
newly-formed 70%-owned subsidiary, UCAR Elektroden GmbH ("UCAR Elektroden"),
acquired the graphite electrode business of Elektrokohle Lichtenberg AG ("EKL")
in
11
PART I (Cont.)
UCAR INTERNATIONAL INC.
Berlin, Germany, for an aggregate purchase price of $15 million. In addition,
the Company increased its investment in UCAR Grafit by $6 million. In April
1997, the Company acquired the outstanding shares of EMSA (Pty.) Ltd., its
50%-owned affiliate ("EMSA"), held by the Company's joint venture partner in
South Africa, for a purchase price of $75 million. The acquisition of these
businesses and companies (collectively, the "Recently Acquired Businesses"),
which were financed from existing cash balances, cash flow from operations,
short-term borrowings and borrowings under the Company's revolving credit
facility, were accounted for as purchases.
On February 10, 1997, UCAR's Board of Directors authorized a program to
repurchase up to $100 million of common stock at prevailing prices from time to
time in the open market or otherwise depending on market conditions and other
factors, without any established minimum or maximum time period or number of
shares. On April 8, 1997, Blackstone sold shares of common stock in a secondary
public offering (the "1997 Secondary Offering"). Concurrently with the 1997
Secondary Offering and as part of this program, the Company repurchased
1,300,000 shares of common stock from Blackstone for $48 million (the
"Blackstone Share Repurchase"). After the 1997 Secondary Offering and the
Blackstone Share Repurchase, Blackstone ceased to be a principal stockholder of
UCAR. UCAR did not sell any shares in, or receive any proceeds from, the 1997
Secondary Offering. UCAR financed and intends to finance such repurchases from
existing cash balances, cash flow from operations, short-term borrowings and
borrowings under the Company's revolving credit facility.
RESULTS OF OPERATIONS
Three Month and Six Month Periods ended June 30, 1997 as Compared to Three Month
and Six Month Periods ended June 30, 1996
Net sales of $290 million in the second quarter of 1997 ("1997 Second Quarter")
represented a 20% increase from net sales of $241 million in the second quarter
of 1996 ("1996 Second Quarter"). The increase was largely attributable to an
increase in net sales of graphite electrodes and aluminum industry products,
partially offset by the impact of a stronger dollar on net sales (in dollar
terms) in certain countries. Net sales of graphite electrodes increased 22% to
$208 million in the 1997 Second Quarter as compared to $170 million in the 1996
Second Quarter. The increase in net sales of graphite electrodes was largely
attributable to a 28% increase in the volume of graphite electrodes sold.
Excluding graphite electrodes sold by the Recently Acquired Businesses, the
volume of graphite electrodes sold increased by 10%. The Recently Acquired
Businesses added $25 million of graphite electrode net sales on volume of
approximately 8 thousand metric tons of graphite electrodes sold. The average
selling price per metric ton (in dollars and net of changes in currency exchange
rates) for the Company's graphite electrodes increased 2.1% in the 1997 Second
Quarter as compared to the 1996 Second Quarter (after taking into account the
average selling price per metric ton of graphite electrodes sold by the Recently
Acquired Businesses in both the 1997 Second Quarter and the 1996 Second
Quarter). In some countries where the Company sells its products, the average
selling price per metric ton (in dollars) of the Company's graphite electrodes
was lower in the 1997 Second Quarter than in the 1996 Second Quarter as a result
of the continued strengthening of the dollar versus the local currencies. The
Company has already informed customers in certain of these countries of local
currency price increases which will take effect in the third
12
PART I (Cont.)
UCAR INTERNATIONAL INC.
and fourth quarters of 1997. Primarily due to the recent acquisition of Carbon
Savoie, net sales of aluminum industry products increased approximately $16
million to $22 million in the 1997 Second Quarter. After excluding a one-time
emergency order for carbon refractories of approximately $4 million which was
shipped in the 1996 Second Quarter, net sales of $60 million of carbon and
graphite specialties and Grafoil(registered) in the 1997 Second Quarter were
comparable to those in the 1996 Second Quarter.
Net sales in the six months ended June 30, 1997 (the "1997 Period") were $528
million, an increase of 9% over net sales of $484 million in the six months
ended June 30, 1996 (the "1996 Period"). The increase was largely attributable
to an increase in net sales of graphite electrodes and aluminum industry
products, partially offset by the impact of a stronger dollar on net sales (in
dollar terms) in certain countries. Net sales of graphite electrodes were $370
million in the 1997 Period as compared to $353 million in the 1996 Period. The
Recently Acquired Businesses added $27 million of net sales of graphite
electrodes in the 1997 Period. The volume of graphite electrodes sold increased
by 7,200 tons, or 6.9%, in the 1997 Period as compared to the 1996 Period. The
average selling price per metric ton (in dollars and net of changes in currency
exchange rates) for the Company's graphite electrodes rose by 1.8% in the 1997
Period as compared to the 1996 Period (after taking into account the average
selling price per metric ton of graphite electrodes sold by the Recently
Acquired Businesses in both the 1997 Period and the 1996 Period). Primarily due
to the recent acquisition of Carbon Savoie, net sales of aluminum industry
products increased approximately $34 million to $45 million in the 1997 Period.
After excluding a one-time emergency order for carbon refractories of
approximately $4 million which was shipped in the 1996 Second Quarter, net sales
of $113 million of carbon and graphite specialties and Grafoil(Registered) in
the 1997 Period were comparable to those in the 1996 Period.
Cost of sales increased 24% to $180 million in the 1997 Second Quarter from $145
million in the 1996 Second Quarter. This increase was primarily due to the
impact of the Recently Acquired Businesses and the increased volume of graphite
electrodes sold. The Recently Acquired Businesses currently have profit margins
below the company-wide average of the Company's pre-existing businesses. In the
1997 Period, cost of sales increased 12% to $330 million from $295 million in
the 1996 Period, also due primarily to the impact of the Recently Acquired
Businesses and the increased volume of graphite electrodes sold.
As a result of the changes described above, the Company's gross profit margin
decreased to 37.9% in the 1997 Second Quarter from 39.8% in the 1996 Second
Quarter. In the 1997 Period, the Company's gross profit margin decreased to
37.5% from 39.0% in the 1996 Period. Excluding the impact of the Recently
Acquired Businesses, the gross margin would have been 40.4% in the 1997 Second
Quarter and 39.6% in the 1997 Period.
Selling, administrative and other expenses increased to $27 million in the 1997
Second Quarter from $23 million in the 1996 Second Quarter. For the 1997 Period,
selling, administrative and other expenses increased to $50 million from $45
million in the 1996 Period. Excluding the impact of the Recently Acquired
Businesses, selling, administrative and other expenses would have been $23
million in the 1997 Second Quarter and $44 million in the 1997 Period.
13
PART I (Cont.)
UCAR INTERNATIONAL INC.
Operating profit in the 1997 Second Quarter was $81 million (27.9% of net sales)
as compared to $71 million (29.5% of net sales) in the 1996 Second Quarter. In
the 1997 Period, operating profit was $143 million (27.1% of net sales) as
compared to $139 million (28.7% of net sales) in the 1996 Period. Excluding the
impact of Recently Acquired Businesses, operating profit margins for the 1997
Second Quarter and the 1997 Period would have been 30.8% and 29.6%,
respectively.
Interest expense was stable at $16 million in the 1997 Second Quarter as
compared to $15 million in the 1996 Second Quarter. The average outstanding
total debt balance in the 1997 Second Quarter was $769 million as compared to
$643 million in the 1996 Second Quarter, and the average annual interest rate in
the 1997 Second Quarter was 8.6% as compared to 9.5% in the 1996 Second Quarter.
The average outstanding total debt balance was $711 million and the average
annual interest rate was 8.8% in the 1997 Period as compared to an average
outstanding total debt of $656 million and an average annual interest rate of
9.5% in the 1996 Period.
The provision for income taxes was $22 million in the 1997 Second Quarter as
compared to $19 million in the 1996 Second Quarter. The provision for income
taxes was $34 million in the 1997 Period as compared to $38 million in the 1996
Period. In the 1997 Period, the provision for income taxes was lower than the
amount computed by applying the United States Federal income tax rate primarily
due to tax credits in the United States from research and development expenses
and tax benefits recognized in Italy and Spain associated with capital
expenditures and fixed asset revaluations, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company's sources of funds have consisted principally of invested capital,
operating cash flow and debt financing from banks and institutional investors.
The Company's uses of those funds (other than for operations) have consisted
principally of debt reduction, capital expenditures, distributions to or
repurchases of equity from stockholders (in connection with the Recapitalization
and the Blackstone Share Repurchase), acquisition of controlling interests in
new companies or businesses and acquisition of minority stockholders' shares of
consolidated subsidiaries. Acquisitions and repurchases under UCAR's stock
repurchase program have been and are expected to be financed from existing cash
balances, cash flow from operations, short-term borrowings and borrowings under
the Company's revolving credit facility.
Debt Financing and Amendments to Credit Facilities
At June 30, 1997, the Company had total debt of $766 million and stockholders'
equity of $31 million as compared to total debt of $635 million and a
stockholders' deficit of $2 million at December 31, 1996. At June 30, 1997,
cash, cash equivalents and short-term investments were $73 million as compared
to $95 million at December 31, 1996. The additional borrowings were made and
cash and cash equivalents were used primarily to finance the Blackstone Share
Repurchase and the acquisition of the Recently Acquired Businesses.
14
PART I (Cont.)
UCAR INTERNATIONAL INC.
On March 19, 1997, the Senior Bank Facilities were amended to reduce the
interest rates on amounts outstanding thereunder, to increase the amount
available under the revolving credit facility to $250 million from $100 million
and to change the covenants to allow more flexibility in uses of free cash flow
for acquisitions, capital expenditures and stock repurchases.
Inventory Levels and Working Capital
During the 1997 Period, working capital increased by $44 million. Excluding the
impact of the Recently Acquired Businesses, working capital remained at $234
million, the same level as December 31, 1996. However, there were significant
fluctuations between the working capital accounts that are explained in the
following comments. Notes and accounts receivable increased $25 million mainly
due to increased sales of graphite electrodes. Accounts payable, accrued income
taxes and other accrued liabilities decreased by $54 million primarily due to
the payment of 1996 income taxes and incentive programs. Short-term debt and
payments due within one year on long-term debt increased by $20 million and $25
million, respectively. These increases were the result of increased short-term
borrowings by certain foreign subsidiaries to meet local cash needs and a
current installment payment due under the Senior Bank Facilities. Inventory
levels declined by $11 million partially as a result of foreign currency
translation adjustments. Inventory levels at any specified date are affected by
increases in inventories of raw materials to meet anticipated increases in sales
of finished products, customer buy-ins and other factors affecting net sales
from quarter to quarter. Cash, cash equivalents and short-term investments were
$22 million lower at June 30, 1997 than at December 31, 1996, as described
above.
Capital Expenditures
Capital expenditures aggregated $28 million in the 1997 Period as compared to
$23 million in the 1996 Period. The Company expects capital expenditures in 1997
to total between approximately $75 million and $80 million (including
approximately $15 million for capital improvements relating to facilities held
by Recently Acquired Businesses). Most of the Company's capital expenditures
have been, and are expected to be, made to maintain existing facilities and
equipment, achieve cost savings and improve operating efficiencies.
Restrictions on Dividends and Distributions
Under the Senior Bank Facilities, as amended on March 19, 1997, Global and UCAR
are generally permitted to pay dividends to their respective stockholders and
repurchase common stock only in an aggregate cumulative amount subsequent to
March 19, 1997 equal to a percentage, ranging from 50% to 65% based on certain
financial tests, of cumulative adjusted consolidated net income subsequent to
December 31, 1996 (provided that (i) in any event, dividends and repurchases
aggregating up to $15 million are permitted in any twelve-month period and (ii)
dividends and repurchases that were permitted during the period from October 19,
1995 through December 31, 1996 but not paid or made (not exceeding $45,000,000)
may be paid or made during 1997 in addition to dividends and repurchases
otherwise permitted in 1997). In addition, if certain financial tests are not
met, total dividends and repurchases in any year may not exceed $65,000,000. In
addition, Global is permitted to pay dividends
15
PART I (Cont.)
UCAR INTERNATIONAL INC.
to UCAR (i) in respect of UCAR's administrative fees and expenses and (ii) for
the specific purpose of the purchase or redemption by UCAR of capital stock held
by present or former officers of the Company up to $5 million per year or $25
million in the aggregate. In general, amounts which are permitted to be paid as
dividends in a year but are not so paid may be paid in subsequent years. The
indenture relating to the Subordinated Notes also limits the payment of
dividends by Global to UCAR.
CHANGES IN ACCOUNTING PRINCIPLES
Effective January 1, 1996, the Company changed its method of determining LIFO
inventories. The new methodology provides specifically identified parameters for
defining new items within the LIFO pool which the Company believes improves the
accuracy of costing those items. The Company recorded income of $7 million
(after related income taxes of $4 million) as the cumulative effect on prior
years of this change in accounting for inventories. The Company believes this
change will not materially impact the Company's on-going results of operations.
Prior to the acquisition of the outstanding shares of EMSA on April 22, 1997,
the Company's investment in EMSA was carried on the equity basis and its
proportional share of the net income was reported in income under the caption
"UCAR share of net income from company carried at equity". The Consolidated
Financial Statements have not been restated to reflect the increased ownership
of EMSA at any date or for any period prior to the date of acquisition.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") 128, "Earnings per Share", which is
effective for financial statements for both interim and annual periods ending
after December 15, 1997. SFAS 128 requires presentation of basic and diluted
per-share amounts for income from continuing operations and for net income. The
Company does not expect the adoption of SFAS 128 to materially impact earnings
per share.
16
PART II. OTHER INFORMATION
UCAR INTERNATIONAL INC.
ITEM 1. LEGAL PROCEEDINGS
- ---------------------------
On June 5, 1997, the Company was served with a subpoena issued by a grand jury
empaneled by the United States District Court for the Eastern District of
Pennsylvania and a related search warrant. Counsel for the Company has been
informed by attorneys for the Antitrust Division of the United States Department
of Justice ("DOJ") that the grand jury is investigating whether there has been
any violation of Federal antitrust laws by producers of graphite electrodes.
Concurrently, representatives of the European Union Directorate General IV, the
antitrust enforcement authorities of the European Union (the "EU authorities"),
visited the offices of the Company's French subsidiary for purposes of gathering
information to determine if there has been any violation by producers of
graphite electrodes of Article 85-1 of the Treaty of Rome, the antitrust laws of
the European Union. The Company, through its counsel, is cooperating with DOJ
and the EU authorities. At this time, as far as the Company is aware, no
governmental authority has made a finding or allegation that any person or
company violated any antitrust law. No provision for any liability related to
such matters has been made in the Consolidated Financial Statements.
On June 17, 1997, the Company was served with a complaint commencing a putative
class action lawsuit in the United States District Court for the Western
District of Pennsylvania. Subsequently through July 31, 1997, the Company has
been served with three additional complaints commencing similar lawsuits in the
United States District Court for the Eastern District of Pennsylvania. UCAR, SGL
Carbon Corporation and The Carbide/Graphite Group, Inc. are named as defendants
in each complaint. SGL Carbon AG is named as a defendant in each of the three
subsequently served complaints. The plaintiff named in the first served
complaint is Erie Forge and Steel, Inc., and the plaintiffs named in the other
complaints respectively are: Kentucky Electric Steel Corporation, Koppel Steel
Corporation and Newport Steel Corporation; Al Tech Specialty Steel Corporation;
and Caparo Steel Company. In each complaint, the plaintiffs allege that the
defendants violated antitrust laws. None of the complaints contains any specific
allegations of the factual basis underlying such violations, and all of the
complaints appear to be based on the existence of the previously announced grand
jury investigation. In each complaint, the proposed class consists of all
persons who purchased graphite electrodes in the United States directly from the
defendants during the period from 1992 through the present. Each complaint
seeks, among other things, an award of treble damages resulting from the alleged
antitrust violations. The Company expects that the Judicial Panel on
Multidistrict Litigation will consolidate these lawsuits into a single
litigation. The Company has not yet responded to formal discovery and
substantive pre-trial motion practice has not yet begun and, therefore, no
evaluation of potential liability has been made. The Company intends to
vigorously defend against these lawsuits. No provision for any liability related
to such matters has been made in the Consolidated Financial Statements.
17
PART II. OTHER INFORMATION
UCAR INTERNATIONAL INC.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------------------------------------------------------------
On May 13, 1997, UCAR held its annual meeting of stockholders in Danbury,
Connecticut. The stockholders elected the following directors with corresponding
votes for and withheld:
Number of Number of
Name of Director Shares Voted for Shares Withheld
---------------- ---------------- ---------------
Robert P. Krass.................. 42,582,581 207,745
R. Eugene Cartledge.............. 42,581,969 208,857
John R. Hall..................... 42,582,589 207,737
Robert D. Kennedy................ 42,582,589 207,737
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) EXHIBITS
The exhibits listed in the following table have been filed as part of
this Quarterly Report on Form 10-Q.
Exhibit
Number Description of Exhibit
------ ----------------------
2.34 Share Sale Agreement between Samancor Limited and UCAR Carbon
Company Inc. dated April 21, 1997
10.32 UCAR Carbon Savings Plan as amended and restated effective
January 1, 1996
11 Statement re: computation of per share earnings
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the quarter for which this
Quarterly Report on Form 10-Q is filed.
18
UCAR INTERNATIONAL INC.
SIGNATURE
Pursuant to the requirement 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.
UCAR INTERNATIONAL INC.
Date: August 4, 1997 By: /s/ William P. Wiemels
----------------------
William P. Wiemels
Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
19
UCAR INTERNATIONAL INC.
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.34 Share Sale Agreement between Samancor Limited and UCAR Carbon
Company Inc. dated April 21, 1997
10.32 UCAR Carbon Savings Plan as amended and restated effective
January 1, 1996
11 Statement re: computation of per share earnings
27 Financial Data Schedule
E-1