SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the fiscal year ended December 31, 1993 or
[ _ ] Transition Report Pursuant to Section 12 or 15(d) of the
Securities Exchange Act of 1934.
For the transition period from ___________ to ___________
Commission file number 0-15903
CALGON CARBON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 25-0530110
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
400 Calgon Carbon Drive
Pittsburgh, Pennsylvania 15205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 787-6700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $0.01 per New York Stock Exchange
share
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ___________
As of March 3, 1994, there were outstanding 29,085,952 shares of Common Stock,
par value of $0.01 per share and there were outstanding 12,148,508 shares of
Class A Stock, par value of $0.01 per share.
The aggregate market value of the voting stock held by non-affiliates as of
March 3, 1994 was $382,373,688.
The following documents have been incorporated by reference:
Form 10-K
Document Part Number
-------- -----------
Proxy Statement filed pursuant to Regulation 14A in connection with
registrant's Annual Meeting of Stockholders to be held on April 19, 1994. III
INDEX
PART I
Item 1. Business 1
Item 2. Properties 5
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 7
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis 9
Item 8. Financial Statements and Supplementary Data 12
Item 9. Disagreements with Accountants 27
PART III
Item 10. Directors and Executive Officers of the Registrant 27
Item 11. Executive Compensation 27
Item 12. Security Ownership of Certain Beneficial Owners
and Management 27
Item 13. Certain Relationships and Related Transactions 27
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 27
SIGNATURES 29
PART I
Item 1. Business:
The Company:
The predecessor of the Company's activated carbon business was formed in 1942.
From 1968 until April 1985 it was owned and operated by the previous owner. In
April 1985 the Company's predecessor business was purchased by its management
in a leveraged buyout. The Company's business is currently conducted by
substantially the same management that conducted the business prior to the
leveraged buyout. On June 9, 1987 the Company completed its initial public
offering of common stock. In May of 1988 the Company acquired Degussa AG's
activated carbon and charcoal business located in Germany. The acquisition was
accounted for as a purchase. The acquisition provided the Company with two
additional manufacturing facilities located in Germany and strengthened its
customer base. In September of 1990, the Company purchased the operating
assets of TMPC, Inc. (Vara International) in order to strengthen the Company's
vapor phase equipment business.
Products and Services:
Calgon Carbon is engaged in the production and marketing of activated carbons
and related services and systems throughout the world.
The Company's activities consist of four integrally related areas: (1)
activated carbons--the production and sale of a broad range of untreated,
impregnated or acid-washed carbons, in either powder, granular or pellet form;
(2) services--the provision of carbon reactivation services, as well as on-site
purification, filtration and extraction services; (3) systems--the design,
assembly and sales of activated carbon purification, filtration and extraction
systems; and (4) charcoal--the production and sale of charcoal to consumer
markets in Europe.
Markets:
The Company offers its activated carbon products, equipment and services to the
Industrial Process Market, and the Environmental Market and charcoal products
to the Consumer Market. The following table sets forth certain data concerning
the Company's total net sales by market for the past three years.
- -------------------------------------------------------------------------
Percentage of Total Net Sales
1993 1992 1991
- -------------------------------------------------------------------------
Industrial Process Market:
Food 12% 12% 11%
Original equipment manufacturers 16 18 19
Chemical and pharmaceutical 10 9 10
Other 10 10 9
- -------------------------------------------------------------------------
48 49 49
- -------------------------------------------------------------------------
Environmental Market:
Industrial 26 25 26
Municipal 19 19 18
- -------------------------------------------------------------------------
45 44 44
- -------------------------------------------------------------------------
Consumer Market: 7 7 7
- -------------------------------------------------------------------------
Total net sales 100% 100% 100%
- -------------------------------------------------------------------------
Industrial Process Market:
The Industrial Process Market consists of customers that use the Company's
products either for purification of their own products in the manufacturing
process or direct incorporation into their own product. The Industrial Process
Market includes four significant sub-markets: the food market, the original
equipment manufacturers market, the chemical and pharmaceutical market and a
group of other sub-markets.
1
Environmental Market:
The Environmental Market consists of customers that use the Company's products
to control air and water pollutants. The Environmental Market has two sub-
markets, the industrial market and the municipal market.
Consumer Market:
The Consumer Market consists of sales of charcoal (Grillis/R/ and Der
Sommer-Hit/R/) for outdoor barbecue grilling. The Company's grill charcoal is
primarily sold through distributors principally in Germany. This market is
weather dependent, with the majority of the sales in the spring and summer
months.
Sales and Marketing:
The Company sells activated carbons, systems and services throughout the world.
In Europe, the Company also sells charcoal. To date, in areas outside of the
United States and Europe, the Company's primary activity has been the sale of
activated carbons. The Company sells its products and services principally
through its own direct sales force, and, to a lesser degree, through agents and
distributors.
The Company has a direct sales force in the United States in offices located in
Pittsburgh, Pennsylvania; San Mateo, California; Carlsbad, California; Lisle,
Illinois; Houston, Texas; and Bridgewater, New Jersey. The Company conducts
sales in Canada through its wholly owned subsidiary which has a sales office in
Mississauga, Ontario.
In Europe the Company has sales offices in Brussels, Belgium; Paris, France;
Manchester, England; Frankfurt, Germany; and Milan, Italy. The Company also
has a network of agents and distributors that conduct sales in certain
countries in Europe (including Eastern European countries), the Middle East,
Africa, Latin America, the Far East, Australia and New Zealand.
The following table sets forth certain data concerning total net sales to
customers in geographic areas in the past three years:
- -----------------------------------------------------------
Percentage of Total Net Sales
1993 1992 1991
- -----------------------------------------------------------
United States 53% 53% 55%
Europe 36 37 36
Other 11 10 9
- -----------------------------------------------------------
Total net sales 100% 100% 100%
- -----------------------------------------------------------
Refer to Note 14 to the Consolidated Financial Statements for a discussion of
certain other financial information classified by major geographic areas in
which the Company operates.
Sales of the Company's products in Japan, South Korea, Taiwan and the People's
Republic of China are conducted exclusively by Calgon Far East Co. Ltd., a
joint venture in which the Company is a 50% participant. The joint venture
purchases the Company's products for resale in the four designated countries.
Sales to the joint venture have not been a significant portion of the Company's
total net sales.
The Company's products and services were purchased by approximately 3,700
active customers in 1993. Over the past three years, no single customer
accounted for more than 10% of the total sales of the Company in any year.
2
Competition:
The Company has three principal competitors with respect to the production and
sale of activated carbons: Norit, N.V., a Dutch Company; CECA and Atochem,
USA, subsidiaries of Elf-Aquitaine, a French company; and Westvaco Corporation,
a United States company. Recently, Chinese producers of coal based activated
carbon and certain East Asian producers of coconut based activated carbon have
entered the market on a worldwide basis and sell principally through resellers.
Competition in activated carbons, systems and services is based both on price
and performance. Other sources of competition for the Company's activated
carbon services and systems are purification, filtration and extraction
processes that do not employ activated carbons.
A number of other smaller competitors engage in the production and sale of
activated carbons in the United States and throughout the world. These
companies compete with the Company in the sale of specific types of activated
carbons, but do not generally compete with the Company in the worldwide
activated carbon business.
In the United States the Company competes with several small regional companies
for the sale of its reactivation services and equipment.
There are a number of competitors in the consumer charcoal market who are
located in the Eastern European countries, Spain, Portugal and South Africa.
These competitors offer inexpensive, low-quality products to the market.
Capital Expenditures:
In 1993, the Company invested $15.1 million for capital expenditures. The
Company's 1994 capital expenditure budget approximates $21.0 million and
includes equipment for adsorption service customers. The Company believes that
the funds generated from operations, supplemented as necessary with funds from
lines of credit and its cash reserves, will provide sufficient funds required
for such capital expenditures.
Raw Materials:
The principal raw material purchased by the Company is bituminous coal from
mines in the Appalachian Region and mines outside the United States, under
annual supply contracts. The Company purchases the coal used in its Belgian
production facility from a number of European and Western Hemisphere coal
companies under similar arrangements. The Company purchases beech wood for its
German operations through long-term contracts and on the open market, either as
fresh forest wood or as off-cuts from the furniture industry. Most of the wood
is sourced in Germany and the supply of wood is adequate. The Company also
purchases, through long-term contracts, fly ash, a by-product of the lumber
industry, that is used to produce powdered carbon at the Blue Lake, California
plant.
The Company purchases significant amounts of natural gas from various suppliers
for use in its production facilities. In both the United States and Europe,
this natural gas is purchased pursuant to various contracts with natural gas
companies.
The only other raw material that is purchased by the Company in significant
quantities is coal tar pitch, which is used as a binder in the manufacturing
process. The Company purchases coal tar pitch from various suppliers in the
United States and Europe under annual supply contracts.
The Company does not presently anticipate any problems in obtaining adequate
supplies of any of its raw materials.
Research and Development:
The Company's research and development activities are conducted at a research
center near Pittsburgh, Pennsylvania, under the direction of a Vice President
with a staff of 70 employees. A pilot plant located near Pittsburgh is used
for the production of experimental activated carbon products for testing and
applications development.
3
The principal goals of the Company's research program are maintaining the
Company as a technological leader in the production and utilization of granular
activated carbon, systems and services; developing new products and services;
and providing technical support to the manufacturing and marketing operations of
the Company.
Results of the Company's new product research programs include: development of
a new product line of Centaur/TM/ carbons; development of proprietary specialty
activated carbons in industrial and military respirators; commercial
introduction of two new solvent recovery carbons, Xtrusorb A754 and Xtrusorb
800, for acetone and toluene recovery; development of an improved potable water
carbon; and development of a new process to remove mercury from hydrocarbon
liquids.
Research and development expenses were $6.5 million, $6.2 million and $5.9
million in 1993, 1992, and 1991, respectively. Expenses were essentially flat
between 1993, 1992 and 1991, apart from inflationary cost increases.
Patent and Trade Secrets:
The Company possesses a substantial body of technical knowledge and trade
secrets and owns 47 United States patents and 68 patents in other countries.
The technology embodied in these patents, trade secrets and technical knowledge
applies to all phases of the Company's business including production processes,
product formulations and application engineering. The Company considers this
body of technology important to the conduct of its business, although it
considers no individual item material to its business.
Regulatory Matters:
Domestic. The Company is subject to extensive environmental laws and
regulations concerning emissions to the air, discharges to waterways and the
generation, handling, storage, transportation, treatment and disposal of waste
materials and is also subject to other federal and state laws regarding health
and safety matters. The Company believes it is presently in substantial
compliance with these laws and regulations. These laws and regulations are
constantly evolving and it is impossible to predict accurately the effect these
laws and regulations may have on the Company in the future.
The Environmental Protection Agency (EPA) has issued certain regulations under
the Resource Conservation and Recovery Act (RCRA) dealing with the
transportation, storage and treatment of hazardous waste that impact the
Company in its carbon reactivation services. Once activated carbon supplied to
a customer can no longer adsorb contaminating organic substances, it is
returned to the Company's facilities for reactivation and subsequent reuse. If
the substance(s) adsorbed by the spent carbon is considered hazardous, under
these EPA regulations the activated carbon used in the treatment process is
also considered hazardous. Therefore, a permit is required to transport the
hazardous carbon to the Company's facility for reactivation. The Company
possesses the necessary federal and state permits to transport hazardous waste.
Once at the Company's reactivation site, the hazardous spent activated carbon
is placed in temporary storage tanks. Under the EPA regulations, the Company
is required to have a hazardous waste storage permit. The Company has obtained
RCRA Part B permits to store hazardous waste at its Neville Island and
Catlettsburg facilities. The process of reactivating the spent activated
carbon, which destroys the hazardous organic substances, is subject to
permitting as a thermal treatment unit under RCRA. The Company does not accept
for reactivation carbons containing certain hazardous materials, including
PCBs, dioxins and radioactive materials.
Each of the Company's domestic production facilities has permits and licenses
regulating air emissions and water discharges. All of the Company's domestic
production facilities are controlled under permits issued by state and federal
air pollution control entities. The Company is presently in substantial
compliance with these permits. Continued compliance will require
administrative control and will be subject to any new or additional standards.
Europe. The Company is also subject to various environmental health and safety
laws and regulations at its facilities in Belgium, England and Germany. These
laws and regulations address substantially the same issues as those applicable
to the Company in the United States. The Company believes it is presently in
substantial compliance with these laws and regulations.
4
Indemnification. The Company has a limited indemnification agreement with the
previous owner of the Company which will fund certain liabilities in certain
limited situations.
Employee Relations:
As of December 31, 1993, the Company employed 1,320 persons on a full-time
basis, 734 of whom were salaried production, office, supervisory and sales
personnel. The 275 hourly personnel in the United States are represented by
the United Steelworkers of America. The current contracts with the United
Steelworkers of America expire on February 1, 1996 with respect to the
Pittsburgh facility and on June 6, 1996 with respect to the Catlettsburg
facility. The 215 hourly personnel at the Brilon Wald and Bodenfelde plants in
Germany are represented by the German Chemical Industry Union. Agreements are
reached every two years between the National Chemical Union and the German
Chemical Federation. The last agreement expired on November 30, 1993. At this
time, no formal agreement exists with the German Chemical Federation, but a
proposal is under negotiation. The 70 hourly personnel at the Company's
Belgian facility are represented by two national labor organizations with
contracts expiring on July 1, 1995. The Company has 26 hourly employees at its
United Kingdom facility.
Item 2. Properties:
The Company owns nine production facilities, two of which are located in
Pittsburgh, Pennsylvania; and one each in the following locations:
Catlettsburg, Kentucky; Pearlington, Mississippi; Blue Lake, California; Feluy,
Belgium; Grays, England; Brilon Wald and Bodenfelde, Germany.
The Catlettsburg, Kentucky plant is the Company's largest facility, with plant
operations occupying approximately 50 acres of a 226-acre site. This plant
produces granular activated carbons and powdered activated carbons, acid-washes
granular activated carbons and reactivates spent granular activated carbons.
The Pittsburgh, Pennsylvania carbon production plant occupies a four-acre site.
Operations at the plant include the reactivation of spent granular activated
carbons, the impregnation of granular activated carbons, the grinding of
granular activated carbons into powdered activated carbons and the production
of pelletized carbon. The plant also has the capacity to produce coal-based or
coconut-based granular activated carbons.
The Pittsburgh, Pennsylvania equipment and assembly plant is located
approximately one mile from the carbon production plant and is situated within
a 16-acre site that includes 300,000 square feet under roof. The equipment and
assembly plant occupies 95,000 square feet under roof, with the remaining under
roof space occupied by a centralized warehouse for carbon inventory. The plant
assembles fully engineered equipment for purification, filtration and
extraction systems.
The Pearlington, Mississippi plant occupies a site of approximately 100 acres.
The plant, the construction of which was completed in 1992, has one production
line that produces granular activated carbons and powdered carbons.
The Blue Lake, California plant, located near the city of Eureka, occupies
approximately two acres. The operations at the plant include reactivation of
spent granular activated carbons and manufacturing of powdered carbon.
The Feluy, Belgium plant occupies a site of approximately 21 acres located 30
miles south of Brussels, Belgium. It has one production line which
manufactures granular activated carbons. In addition, operations at the plant
include the reactivation of spent activated carbons used in the treatment of
food products, drinking water, industrial water and the grinding of granular
activated carbons into powdered activated carbons.
The Grays, England plant occupies a three acre site near London, England.
Operations at the plant include the reactivation of spent granular activated
carbons used in food or drinking water processing operations and the
impregnation of granular activated carbon.
5
The Brilon Wald, Germany plant occupies a site of approximately 40 acres and is
situated in the North Rhine-Westphalia Region. Operations at the plant include
the manufacture of pellet, granular and powdered carbons, acid washing and
impregnation of activated carbon.
The Bodenfelde, Germany plant occupies a site of approximately 40 acres and is
situated in the State of Lower Saxony. Operations at the plant include the
manufacture of charcoal for the consumer market. In addition, the plant
produces charcoal tar which is used by the Brilon Wald plant for the production
of activated carbon. As a by-product, acetic acid of various grades is
produced and sold.
Item 3. Legal Proceedings:
There are no material pending legal proceedings to which the registrant or any
of its subsidiaries is a party or of which any of their property is the
subject, except proceedings which arise in the ordinary course of business. In
the opinion of management, any ultimate liability arising from pending
litigation will not have a material adverse effect on the consolidated
financial position, results of operations or cash flows of the Company .
Item 4. Submission of Matters to a Vote of Security Holders:
No matters were submitted to a vote of security holders during the fourth
quarter of 1993.
6
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters:
- --------------------------------------------------------------------------------
Common Shares and Market Information
There is no established trading market for Class A stock, but such stock may be
converted to common stock. Class A shares are held by four officers or
directors and one prior officer and director and are subject to a voting trust.
These shares have identical rights with common stock except that holders of
Class A stock are entitled to 10 votes per share on matters submitted to a vote
of the common shareholders.
Common shares are traded on the New York Stock Exchange under the trading
symbol CCC. There were 1,470 registered shareholders at year end.
Quarterly Common Stock Price Ranges and Dividends
1993 1992
------------------------------ ---------------------------
Fiscal Quarter High Low Dividend High Low Dividend
----------------------------------------------------------------------------
First 18 7/8 15 7/8 $.04 26 3/4 18 5/8 $.04
Second 17 1/2 11 1/8 $.04 19 7/8 16 1/4 $.04
Third 12 7/8 10 1/2 $.04 20 7/8 15 3/4 $.04
Fourth 13 3/4 9 7/8 $.04 20 15 1/4 $.04
-----------------------------------------------------------------------------
7
Item 6. Selected Financial Data:
- --------------------------------------------------------------------------------
Eight-Year Summary
Selected Financial And Statistical Data
(Dollars in thousands except per share data)
Year Ended December 31
1993 1992 1991 1990 1989 1988 1987(d) 1986(e)
=========================================================================================================================
Income Statement Data:
Net sales $269,424 $298,371 $308,373 $284,900 $253,390 $226,119 $170,706 $138,153
Income from operations $ 33,015 $ 46,653 $ 61,258 $ 62,424 $ 56,683 $ 51,161 $ 39,188 $ 31,976
Interest expense $ 984 $ 1,347 $ 1,040 $ 1,336 $ 3,515 $ 3,882 $ 7,223 $ 8,553
Net income (a)(c) $ 19,153 $ 17,983 $ 38,102 $ 38,309 $ 35,205 $ 29,462 $ 16,955 $ 11,353
Percent of pretax
income to sales 11.4% 14.7% 19.7% 22.2% 21.9% 21.4% 19.2% 17.2%
Net income per common
share(a)(b)(c) $ .47 $ .44 $ .94 $ .94 $ .87 $ .74 $ .46 $ .29
Dividends declared per
common share $ .16 $ .16 $ .16 $ .15 $ .11 $ .05 $ .03 --
- -------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data
(at year end):
Working capital $ 94,664 $ 74,659 $ 77,050 $ 82,145 $ 90,579 $ 71,259 $ 44,251 $ 26,744
Total assets $337,329 $334,518 $335,964 $285,084 $233,738 $196,350 $153,299 $134,490
Long-term debt $ 6,477 $ 6,797 $ 27,652 $ 11,215 $ 17,695 $ 26,951 $ 22,529 $ 58,711
Treasury stock, at cost $ 1,615 -- -- -- -- -- -- --
Series A preferred
stock (redeemable) -- -- -- -- -- -- -- $ 7,500
- -------------------------------------------------------------------------------------------------------------------------
Other Selected Data
(at year end):
Return on average
shareholders' equity 8% 8% 18% 21% 25% 28% 29% 52%
Ratio of total debt and
redeemable preferred stock
to total capitalization 4% 5% 11% 5% 12% 20% 25% 73%
Current ratio 347% 266% 266% 275% 335% 301% 245% 191%
Tax rate 37.8% 34.9% 37.2% 37.4% 36.5% 39.2% 46.3% 52.1%
Treasury stock 154 -- -- -- -- -- -- --
Shares outstanding 40,949 40,904 40,749 40,637 40,507 40,070 39,632 21,651
Book value per outstanding
common share $ 6.03 $ 5.84 $ 5.67 $ 4.92 $ 3.99 $ 3.00 $ 2.27 $ 1.33
Market value of
common stock $ 13.00 $ 17.63 $ 21.38 $ 21.63 $ 22.00 $ 13.63 $ 8.63 --
Price earnings ratio
of stock prices 27.66 40.07 22.74 22.88 25.29 18.54 18.75 --
Capital expenditures $ 15,100 $ 24,000 $ 70,600 $ 47,600 $ 24,300 $ 16,000 $ 4,400 $ 2,500
Number of registered
shareholders 1,470 1,503 1,410 966 770 500 400 --
Number of employees 1,320 1,480 1,513 1,499 1,329 1,298 775 737
=========================================================================================================================
(a) After extraordinary charges in 1990 and 1987 resulting from prepayment of
debt obligations of $1.24 million or $.03 per share net of tax, and $.68
million or $.02 per share, net of tax, respectively.
(b) Income per common share for 1987 and 1986 is based upon pro forma net income
of $17.71 million and $10.69 million, respectively.
(c) After a charge in 1992 of $10.65 million or $.26 per share resulting from
the cumulative effect of a change in accounting principle for income taxes.
(d) Year of initial public offering.
(e) First full year of operations.
8
Item 7. Management's Discussion and Analysis:
Management's Discussion and Analysis
Calgon Carbon Corporation
Overview
Industry
Worldwide recessionary conditions continued to adversely affect the activated
carbon industry during 1993. Pricing of activated carbon products was impacted
by the lack of demand in relation to increased activated carbon production and
reactivation capacity worldwide.
The overall United States market showed a slight increase but this was offset by
declines in Europe and Japan where recessionary conditions increased. Potential
markets in Eastern Europe did not materialize due to lack of funds.
Certain trends continue to affect the activated carbon industrial process and
environmental markets. First, companies are increasing their efforts to
reengineer processes to reduce waste and cost of production, thereby decreasing
the demand for activated carbon and service. Second, there has been a delay of
major carbon fills particularly in the municipal potable water area.
The markets for equipment utilized in the application of activated carbon for
water and air purification and industrial processes remain weak. Lack of bid
awards and extremely competitive conditions in metal fabrication reduced pricing
and lowered margins.
The Company
The Company experienced recessionary effects in all market and product areas.
Reduced volume resulted in significant pricing pressure in most areas of the
business. Potential major carbon fills in the United States potable water
market did not occur in 1993. Increased activity in the European potable water
market, principally by water companies in the United Kingdom offset shortfalls
in the United States and other countries.
As a result of decreased volume during the year, the Company effectively idled
two lines at its Catlettsburg, Kentucky plant in order to control inventory
levels. Hourly workers were laid off as a result of this action.
In order to match the work force to present activity levels, the worldwide
salaried staff was reduced 8% by the end of 1993.
Based upon present conditions, the Company has taken steps and will continue to
focus its efforts on improving customer satisfaction through a total quality
effort. Two new product lines, Filtraform/TM/ (activated carbon in cylindrical
and panel shapes) and Centaur/TM/ (activated carbon with greatly enhanced
catalytic properties) have been introduced.
The activated carbon activities in Germany will be operated at a level in line
with their markets and will be required to self-finance investment requirements.
The Company continues to believe that the potable water market has significant
potential; however, development efforts will be concentrated in industrial
process markets as it is anticipated that recovery from recessionary conditions
will occur first in these markets.
Results of Operations
Consolidated net sales in 1993 declined by $28.9 million or 9.7% versus 1992.
This decrease was throughout the carbon, service and equipment areas. The
overall decrease was the net result of volume and price decreases due to the
worldwide recession and excess capacity in the carbon industry and to the effect
of unfavorable currency rate changes of $9.4 million. On a market basis, net
sales to the industrial process area decreased by 12.4% while net sales in the
environmental area declined by 6.2% in 1993 versus 1992. The industrial process
decline occurred primarily in the original equipment manufacture and food areas
due to significant non-repeat 1992 sales and product selection shifts. The
decrease in the environmental market also reflected the non-repeating nature of
significant 1992 municipal category sales. Net sales in 1992 decreased by $10.0
million or 3.2% from 1991. Minor increases were experienced in the carbon,
service and charcoal/liquid areas offset by a nearly 30% decline in the
equipment area. Currency exchange had an overall positive effect of
approximately $5.2 million on 1992 sales as compared to 1991. From a market
standpoint, sales into the industrial process area declined 2.7% from 1991 to
1992 and sales to the environmental area declined 4.8% for the similar period.
9
Gross profit before depreciation as a percentage of net sales was 39.0%, 40.8%
and 40.5% for 1993, 1992 and 1991, respectively. The 1993 decline from 1992 was
primarily the combination of lower selling prices and customer shifts to lower
margin products. The slight improvement from 1991 to 1992 can generally be
attributed to a reduced level of low-margin major equipment sales and
improvement in variable gross margins somewhat offset by the impact of higher
fixed manufacturing costs in relation to the volume of sales.
Depreciation increased by $2.0 million in 1993 versus 1992 and by $3.7 million
in 1992 over 1991. The 1993 increase was principally the result of the full
year's depreciation rate used for the Pearl River, Mississippi plant in 1993
versus a half year rate for 1992, its first year of operation. The 1992
increase can particularly be associated with the aforementioned start-up of this
plant but also resulted from other significant capital spending.
Selling, general and administrative expenses decreased by $1.9 million in 1993
versus 1992 while 1992 reflected an increase of $2.1 million over 1991. The
1993 decrease was primarily related to reduced personnel costs resulting from
the year-end 1992 voluntary retirement incentive program in the United States,
other worldwide staff terminations, 1993 initiated cost control programs
including the absence of executive bonuses due to the Company's performance and
reductions due to currency rate changes. These decreases were partially offset
by inflation. The 1992 increase over 1991 was primarily due to increased sales
personnel associated costs in the United States as the Company attempted to
maintain momentum and market share.
Research and development expenses, as a percentage of sales, were 2.4%, 2.1% and
1.9% in 1993, 1992 and 1991, respectively.
Interest income increased by $0.4 million in 1993 over 1992 but decreased by
$0.6 million in 1992 from 1991. The 1993 increase was due to increased
investable cash resulting from moving from the previous year's borrowing
position. Conversely, the decrease in 1992 versus 1991 was the result of
borrowings in 1992.
Interest expense decreased in 1993 by $0.4 million from 1992 and increased by
$0.3 million over 1991. Both changes were the result of borrowing activity in
the indicated years.
The effective tax rate for 1993 was 37.8% compared to 34.9% in 1992 and 37.2% in
1991. The 1993 increase was primarily the result of the United States passage
of the "Omnibus Budget Reconciliation Act of 1993" which was retroactive to
January 1, 1993, which not only affected the current year's tax provision, but
also required the remeasurement of the Company's deferred tax liability to
revised tax rates. The 1992 change versus 1991 was the result of the Company's
January 1, 1992, adoption of the Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes". This also resulted in an
unfavorable cumulative adjustment to first quarter 1992 net income of $10.7
million. (See Note 11 to the Consolidated Financial Statements.)
The Company does not believe that inflation has had a significant effect on its
business during the periods discussed.
Working Capital and Liquidity
Net cash flows from operating activities totalled $41.1 million in 1993, $45.4
million in 1992 and $47.2 million in 1991. The Company expects to be a net
generator of cash, providing sufficient funding on an annual basis for debt
service, working capital, payment of dividends and a maintenance level of
capital expenditures, short of any major capital expansions.
During 1992 and 1991, significant capital was expended in building the Pearl
River plant which had a total cost of approximately $68 million. This project
is now completed.
During the second quarter of 1993 the Company negotiated two new credit
facilities, one with a bank in the United States and one in Germany in the
amounts of $10 million and approximately $11.5 million (deutsche mark 20
million) respectively. These credit facilities have a duration of one year and
"until further notice", respectively. As a result, the Company has two United
States credit facilities in the amounts of $10 million each, expiring as of
April 30, 1994 and May 30, 1994 and the aforementioned German credit facility.
Based upon its present financial position and history of operations, it is
contemplated that these credit facilities, coupled with cash flow from
operations, will provide sufficient liquidity to cover its debt service and any
reasonable foreseeable working capital, capital expenditure, stock repurchase
and dividend requirements.
In July of 1993, the board of directors authorized the purchase of up to two
million shares, or approximately 5% of the Company's common stock. Purchases
will be made from time to time at prices that management considers appropriate
and the repurchased shares will be held as treasury stock. During the year, the
Company began to purchase these shares. During this period, 153,600 shares were
purchased at a cost of $1.6 million.
10
It is the current intention of the Company to declare and pay quarterly cash
dividends on its common stock. The Company has paid cash dividends since the
third quarter of 1987, the quarter succeeding the one in which the Company went
public. The declaration and payment of dividends is at the discretion of the
Board of Directors of the Company. The declaration and payment of future
dividends and the amounts thereof will be dependent upon the Company's results
of operations, financial condition, cash requirements for its business, future
prospects and other factors deemed relevant by the Board of Directors.
Capital Expenditures and Investments
Capital expenditures were $15.1 million in 1993, $24.0 million in 1992 and $70.6
million in 1991. Major expenditures in 1993 were made for production
improvements at the Blue Lake, California plant ($3.2 million), a specific new
product production capability at the Neville Island, Pennsylvania plant ($1.8
million) and costs associated with domestic service customer capital ($2.7
million). The 1992 and 1991 expenditure amounts included costs associated with
the construction of the Pearl River prime carbon production facility. Capital
expenditures for the year of 1994 are projected to be approximately $21.0
million.
11
Item 8. Financial Statements and Supplementary Data:
Index to Consolidated Financial Statements and Supplementary Data:
Page
----
Consolidated Financial Statements:
Report of Independent Accountants 13
Consolidated Statement of Income 14
Consolidated Balance Sheet 15
Consolidated Statement of Cash Flows 16
Consolidated Statement of
Shareholders' Equity 17
Notes to the Consolidated Financial Statements 18
Supplementary Data:
Quarterly Financial Data -- Unaudited 26
12
Report of Independent Accountants
To the Board of Directors and Shareholders of Calgon Carbon Corporation:
In our opinion, the consolidated financial statements listed in the index on
page 12 and Item 14.B on page 27 present fairly, in all material respects, the
financial position of Calgon Carbon Corporation and its subsidiaries (the
Company) at December 31, 1993 and 1992, and the results of their operations and
their cash flows for each of the three years in the period ended December 31,
1993, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 11 to the consolidated financial statements, in 1992 the
Company adopted Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes".
PRICE WATERHOUSE
Pittsburgh, Pennsylvania
February 10, 1994
13
Consolidated Statement of Income
Calgon Carbon Corporation
- ------------------------------------------------------------------------------
Year Ended December 31
(Dollars in thousands except per share data) 1993 1992 1991
==============================================================================
Net Sales $269,424 $298,371 $308,373
- ------------------------------------------------------------------------------
Cost of products sold (excluding depreciation) 164,482 176,734 183,362
Depreciation 18,157 16,139 12,486
Selling, general and administrative expenses 45,526 47,443 45,365
Research and development expenses 6,511 6,205 5,902
Restructuring charges 1,733 5,197 --
- ------------------------------------------------------------------------------
236,409 251,718 247,115
- ------------------------------------------------------------------------------
Income from operations 33,015 46,653 61,258
Interest income 584 224 867
Interest expense (984) (1,347) (1,040)
Other (expense)--net (1,824) (1,538) (371)
- ------------------------------------------------------------------------------
Income before income taxes and cumulative
effect of a change in accounting principle 30,791 43,992 60,714
Provision for income taxes 11,638 15,355 22,612
- ------------------------------------------------------------------------------
Income before cumulative effect of a
change in accounting principle 19,153 28,637 38,102
Cumulative effect of a change in
accounting principle for income taxes -- (10,654) --
- ------------------------------------------------------------------------------
Net Income $ 19,153 $ 17,983 $ 38,102
==============================================================================
Income per common share before
cumulative effect of a change in
accounting principle $ .47 $ .70 $ .94
Cumulative effect of a change in
accounting principle for income taxes -- (.26) --
- ------------------------------------------------------------------------------
Net income per common share $ .47 $ .44 $ .94
==============================================================================
Weighted average shares, in thousands 40,999 40,847 40,706
==============================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
14
Consolidated Balance Sheet
Calgon Carbon Corporation
- --------------------------------------------------------------------------------
December 31
(Dollars in thousands) 1993 1992
================================================================================
Assets
Current assets:
Cash and cash equivalents $ 21,792 $ 8,225
Receivables 48,898 51,795
Inventories 47,653 43,349
Other current assets 14,596 16,366
- --------------------------------------------------------------------------------
Total current assets 132,939 119,735
Property, plant and equipment, net 196,491 204,460
Other assets 7,899 10,323
- --------------------------------------------------------------------------------
Total assets $337,329 $334,518
- --------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current liabilities:
Long-term debt due within one year $ 2,516 $ 6,423
Accounts payable and accrued liabilities 24,412 26,881
Payroll and benefits payable 9,216 11,196
Accrued income taxes 2,131 576
- --------------------------------------------------------------------------------
Total current liabilities 38,275 45,076
Long-term debt 6,477 6,797
Deferred income taxes 35,718 34,122
Other liabilities 9,793 9,707
- --------------------------------------------------------------------------------
Total liabilities 90,263 95,702
- --------------------------------------------------------------------------------
Shareholders' equity:
Common shares, $.01 par value, 100,000,000 shares
authorized, 41,102,360 and 40,903,760 shares
issued 411 409
Additional paid-in capital 61,339 60,762
Retained earnings 179,427 166,835
Cumulative translation adjustments 7,504 10,810
- --------------------------------------------------------------------------------
248,681 238,816
Treasury stock, at cost, 153,600 shares
at December 31, 1993 (1,615) --
- --------------------------------------------------------------------------------
Total shareholders' equity 247,066 238,816
- --------------------------------------------------------------------------------
Total liabilities and shareholders' equity $337,329 $334,518
================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
15
Consolidated Statement of Cash Flows
Increase (decrease) in Cash and Cash Equivalents
Calgon Carbon Corporation
- -------------------------------------------------------------------------------
Year Ended December 31
(Dollars in thousands) 1993 1992 1991
===============================================================================
Cash flows from operating activities
Net income $ 19,153 $ 17,983 $ 38,102
Adjustments to reconcile net income to net
cash provided by operating activities:
Cumulative effect of a change in accounting
principle for income taxes -- 10,654 --
Depreciation and amortization 18,676 16,649 12,986
Employee benefit plan provisions 1,373 733 643
Changes in assets and liabilities:
Decrease in receivables 2,897 6,777 2,884
(Increase) in inventories (4,304) (5,755) (982)
(Increase) decrease in other current assets 1,770 2,749 (10,131)
(Decrease) in accounts payable and accruals (2,894) (7,607) (415)
Increase in deferred income tax liabilities 3,124 4,622 5,501
Other items-net 1,275 (1,396) (1,425)
- ------------------------------------------------------------------------------
Net cash provided by operating activities 41,070 45,409 47,163
- ------------------------------------------------------------------------------
Cash flows from investing activities
Property, plant and equipment expenditures (15,114) (24,046) (70,571)
Proceeds from disposals of equipment 1,082 1,266 659
- ------------------------------------------------------------------------------
Net cash used in investing activities (14,032) (22,780) (69,912)
- ------------------------------------------------------------------------------
Cash flows from financing activities
Net proceeds from (repayments of) borrowings (3,771) (13,424) 16,971
Treasury stock purchases (1,615) -- --
Common stock dividends (6,561) (6,538) (6,515)
Other 138 109 78
- ------------------------------------------------------------------------------
Net cash (used in) provided by financing
activities (11,809) (19,853) 10,534
- ------------------------------------------------------------------------------
Effect of exchange rate changes on cash (1,662) (2,796) (1,525)
- ------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents 13,567 (20) (13,740)
Cash and cash equivalents, beginning of period 8,225 8,245 21,985
- ------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 21,792 $ 8,225 $ 8,245
==============================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
16
Consolidated Statement of Shareholders' Equity
Calgon Carbon Corporation
- ----------------------------------------------------------------------------------------------------------------------------------
Common Additional Cumulative Treasury Stock
Shares Common Paid-in Retained Translation Sub- ---------------
(Dollars in thousands) Issued Shares Capital Earnings Adjustments Total Shares Amount Total
==================================================================================================================================
Balance, December 31, 1990 20,318,480 $ 203 $60,781 $123,803 $15,005 $199,792 -- $ -- $199,792
1991
- ----
Net income -- -- -- 38,102 -- 38,102 -- -- 38,102
Employee stock plans 80,400 1 77 -- -- 78 -- -- 78
Common stock dividends
Stock 20,350,080 203 (203) -- -- -- -- -- --
Cash ($.16 per share) -- -- -- (6,515) -- (6,515) -- -- (6,515)
Translation adjustments -- -- -- -- (546) (546) -- -- (546)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1991 40,748,960 407 60,655 155,390 14,459 230,911 -- -- 230,911
- ----------------------------------------------------------------------------------------------------------------------------------
1992
- ----
Net income -- -- -- 17,983 -- 17,983 -- -- 17,983
Employee stock plans 154,800 2 107 -- -- 109 -- -- 109
Common stock dividends
Cash ($.16 per share) -- -- -- (6,538) -- (6,538) -- -- (6,538)
Translation adjustments -- -- -- -- (3,649) (3,649) -- -- (3,649)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1992 40,903,760 409 60,762 166,835 10,810 238,816 -- -- 238,816
- ----------------------------------------------------------------------------------------------------------------------------------
1993
- ----
Net income -- -- -- 19,153 -- 19,153 -- -- 19,153
Employee stock plans 198,600 2 577 -- -- 579 -- -- 579
Common stock dividends
Cash ($.16 per share) -- -- -- (6,561) -- (6,561) -- -- (6,561)
Translation adjustments -- -- -- -- (3,306) (3,306) -- -- (3,306)
Treasury stock purchased -- -- -- -- -- -- 153,600 (1,615) (1,615)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993 41,102,360 $ 411 $61,339 $179,427 $ 7,504 $248,681 153,600 $(1,615) $247,066
==================================================================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
17
Notes to the Consolidated Financial Statements
Calgon Carbon Corporation
- --------------------------------------------------------------------------------
1. Statement of Accounting Policies
Operations
The Company's operations are conducted in one business segment, the production
and marketing of activated carbons and related products and services.
Principles of Consolidation
The consolidated financial statements include the accounts of Calgon Carbon
Corporation and its wholly-owned subsidiaries, Chemviron Carbon GmbH, Calgon
Carbon Canada, Inc., Chemviron Carbon Ltd., Calgon Carbon Investments Inc. and
the Company's foreign sales corporation. A portion of the Company's
international operations in Europe are owned directly by the Company and are
operated as branches. The Company's 50% investment in Calgon Far East Co.,
Ltd. is accounted for by the equity method. Intercompany accounts and
transactions have been eliminated.
Foreign Currency Translation
Substantially all assets and liabilities of the Company's international
operations are translated at year-end exchange rates; income and expenses are
translated at average exchange rates prevailing during the year. Translation
adjustments are accumulated in a separate component of shareholders' equity,
net of tax effects. Transaction gains and losses are included in income.
Revenue Recognition
Revenue and related costs are recognized when goods are shipped or services
are rendered to customers.
Inventories
Inventories are carried at the lower of cost or market. Inventory costs are
determined using the last in, first out (LIFO) method except at Chemviron
Carbon GmbH and Calgon Carbon Canada, Inc., where cost is determined by the
first in, first out (FIFO) method.
Property, Plant and Equipment
Property, plant and equipment expenditures are recorded at cost. Repair and
maintenance costs are expensed as incurred. Depreciation for financial
statement purposes is computed on the straight-line method over the estimated
remaining service lives of the assets, which are from twenty to thirty years
for buildings and land improvements, fifteen years for machinery and equipment
and seven years for vehicles.
Income Taxes
Effective January 1, 1992, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." (See Note 11 to
the Consolidated Financial Statements.)
Pensions
Substantially all U.S. employees of the Company are covered by one of three
non-contributory defined benefit pension plans. It is the Company's policy to
annually fund net pension cost accrued to these plans, subject to minimum and
maximum amounts specified by regulations. In Europe, employees are also
covered by various defined benefit pension plans or government sponsored
defined contribution plans. The Company funds these plans according to local
laws and practices.
Statement of Cash Flows
For the purpose of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
- --------------------------------------------------------------------------------
2. Restructuring Charges
The charge of $1,733,000 in the fourth quarter of 1993 consists of worldwide
personnel costs associated with the voluntary retirement incentive program and
other staff terminations.
18
The first and fourth quarters of 1992 included charges of $690,000 and
$4,507,000, respectively, for the restructuring of operations at the Brilon-
Wald, Germany activated carbon plant, for a voluntary retirement incentive
program in the United States, and for termination costs at several locations.
The total restructuring costs for 1992 included $2,966,000 for employee
terminations and net property and spare parts write-offs for operations at the
Brilon-Wald plant. The cost of the voluntary retirement incentive program and
termination payments at various locations totalled $2,231,000.
- --------------------------------------------------------------------------------
3. Inventories
December 31
(Thousands) 1993 1992
==============================================================================
Raw materials $ 8,758 $10,789
Finished goods 38,895 32,560
- ------------------------------------------------------------------------------
Total $47,653 $43,349
==============================================================================
Approximately 62% of total inventories at December 31, 1993 are valued using
the LIFO method. The LIFO carrying value of inventories exceeded the related
current cost by $2,463,000 and $2,497,000 at December 31, 1993 and 1992,
respectively.
- --------------------------------------------------------------------------------
4. Property, Plant and Equipment
December 31
(Thousands) 1993 1992
==============================================================================
Land and improvements $ 13,586 $ 13,925
Buildings 20,474 20,354
Machinery and equipment 241,575 233,954
Furniture and vehicles 7,667 7,451
- ------------------------------------------------------------------------------
$283,302 $275,684
Less accumulated depreciation (86,811) (71,224)
- ------------------------------------------------------------------------------
Net $196,491 $204,460
==============================================================================
- -------------------------------------------------------------------------------
5. Long-Term Debt
December 31
(Thousands) 1993 1992
==============================================================================
Pollution control debt
Ashland, Kentucky bonds $ 5,100 $ 5,100
German pollution control loans 987 1,264
German wastewater control loans 601 654
German credit facility 2,305 6,202
- ------------------------------------------------------------------------------
Total $ 8,993 $ 13,220
Less current maturities of long-term debt (2,516) (6,423)
- ------------------------------------------------------------------------------
Net $ 6,477 $ 6,797
==============================================================================
Pollution Control Debt
The City of Ashland, Kentucky Floating Rate Pollution Control Revenue bonds
bear interest at a defined floating rate and are due October 1, 2006. During
the year ended December 31, 1993, the Company paid interest on these bonds at
an average rate of 3.2%. These pollution control bonds are secured by certain
pollution control projects located at the Company's Big Sandy, Kentucky plant.
The German pollution control loans consist of three loans, due March 31, 1997,
1998 and 2000 and have fixed interest rates of 5.0%, 6.5% and
6.0%,respectively.
The German wastewater control loans consist of four loans. Three loans are
due February 28, 2016 and one loan is due February 28, 2017. All four loans
have a fixed interest rate of 1.5%.
United States Credit Facilities
The Company's two credit facilities totalling $20 million expire in April and
May of 1994. The Company pays annual facility fees of one-eighth percent and
one-quarter percent on the unused portion of each credit line. The facilities
provide for interest rates based upon prime rates with other interest options
available. As of December 31, 1993, no amounts were outstanding related to
these credit facilities.
19
German Credit Facility
Chemviron Carbon GmbH has a bank credit facility which provides for borrowing
up to $11,527,000. The facility has no set maturity date and is made
available on an until further notice basis. No commitment fee is required on
unborrowed funds. The facility bears interest at the German bank rate with
other interest options available. As of December 31, 1993, the weighted
average interest rate was 7.2% on loans outstanding.
Restrictive Covenants
The United States credit facilities' covenants impose financial restrictions
on the Company, including maintaining certain ratios of total liabilities to
tangible net worth and operating income to interest expense. At December 31,
1993 the Company was in compliance with all financial covenants relating to
the credit facilities in the United States.
The German credit facility has no covenants.
Maturities of Debt
The Company is obligated to make principal payments on debt outstanding at
December 31, 1993 of $2,516,000 in 1994, $215,000 in 1995 and 1996,
respectively, $197,000 in 1997, and $146,000 in 1998.
- --------------------------------------------------------------------------------
6. Lease Commitments
The Company has entered into leases covering principally office, research and
warehouse space, office equipment and vehicles.
Future minimum rental payments required under all operating leases that have
remaining noncancelable lease terms in excess of one year are $4,535,000 in
1994, $3,937,000 in 1995, $3,507,000 in 1996, $3,216,000 in 1997, $3,130,000
in 1998 and $20,302,000 thereafter.
Total rental expenses on all operating leases were $4,996,000 , $5,075,000 and
$5,125,000 for the years ended December 31, 1993, 1992 and 1991, respectively.
- --------------------------------------------------------------------------------
7. Shareholders' Equity
The 12,148,508 shares of Class A stock outstanding at December 31, 1993 must
be converted to common stock on a share-for-share basis when the Class A stock
is released from a voting trust which terminates March 1, 1995. The common
stock and the Class A stock have identical rights except that holders of Class
A stock are entitled to 10 votes per share with respect to each matter
submitted to a vote of the shareholders.
On July 13, 1993, the Board of Directors authorized the Company to purchase up
to two million shares, or approximately 5% of its common stock. Purchases
will be made from time to time at prices management considers appropriate and
the repurchased shares will be held as treasury stock. As of December 31,
1993, the Company had purchased 153,600 shares of its common stock at an
aggregate cost of $1,615,000.
At the Company's annual meeting of shareholders held in April 1990, an
amendment to the Certificate of Incorporation was approved which affected the
capital structure of the Company and modified the class voting rights of
common shareholders. The amendment increased the number of authorized shares
of common stock and Class A stock from 30,000,000 shares to 100,000,000 shares
and increased the number of shares of preferred stock which the Company is
authorized to issue from 1,000,000 shares to 5,000,000 shares. The amendment
eliminated the common stock's separate class voting on amending or deleting
any provision of Section 4 of the Certificate of Incorporation (relating to
the capital stock of the Company) and amending, waiving or deleting provisions
of the voting trust agreement. The amendment also permits the issuance of
additional shares of Class A stock without a separate class vote of the common
stock as long as the number of shares of Class A stock which would be
outstanding after such issuance will not exceed 55% of the number of shares of
common stock which would be outstanding immediately after such issuance.
20
- --------------------------------------------------------------------------------
8. 1985 Stock Option Plan
The Company has an Employee Stock Option Plan for officers and other key
employees of the Company. Stock options may be "nonstatutory," with a
purchase price not less than 80% of fair market value on the date of the
grant, or "incentive" with a purchase price of not less than 100% of the fair
market value on that date. Stock appreciation rights may be granted at date
of option grant or at any later date during the term of the option.
There were 4,138,640 shares available for issuance under the Plan. In 1985,
2,096,000 options were granted and were exercised in 1985 and 1986.
"Incentive" stock options granted since 1986 become exercisable two years
after the date of grant in five equal annual installments and are no longer
exercisable after the expiration of ten years from the date of grant.
Transactions for 1993, 1992 and 1991 are as follows:
1993 1992 1991
==============================================================================
Options outstanding January 1 604,600 761,300 860,800
Granted -- 12,500 17,500
Exercised 198,600 154,800 112,000
Cancelled 9,400 14,400 5,000
Options outstanding at December 31 396,600 604,600 761,300
Option price range at December 31 $ .70 $ .70 $ .70
to to to
$ 23.13 $ 23.13 $ 23.13
Options exercisable at December 31 167,300 176,200 134,800
- ------------------------------------------------------------------------------
Options available for grant at December 31 1,051,040 1,041,640 1,039,740
==============================================================================
- --------------------------------------------------------------------------------
9. Employee Growth Sharing Plan
Under the Plan, an employee growth sharing plan pool is calculated as a
percentage of the increase in year-to-year pre-tax income plan pool which will
be distributed to full time employees not eligible to receive a cash bonus
under any other incentive plan of the Company. This plan pool may be adjusted
by the Board of Directors at its sole discretion in any plan year in order to
reflect any material events that would impact the calculation in either a
positive or negative manner. There was no pool for distribution for the years
ending December 31, 1993, 1992 and 1991.
- --------------------------------------------------------------------------------
10. Pensions
The Company has a number of non-contributory defined benefit pension plans for
its U.S. employees which provide benefits based upon the greater of a fixed
rate per month or a percentage of average compensation. Prior service and
compensation of employees formerly covered by pension plans of the previous
owners of the Company's operations are considered in the determination of
benefits payable under Company plans. By agreement with previous owners,
benefits payable under Company plans are reduced by the benefit amounts
attributable to the previous owners which are computed utilizing a 2.5%
compensation increase assumption.
Domestic plan assets are invested primarily in commingled equity and
government security trust funds administered by a bank. Prior service cost
for all plans is amortized on a straight-line basis over the remaining
average service period of employees expected to receive benefits under the
plans. For U.S. plans, net pension costs, amounts recognized in the balance
sheet and significant assumptions are as follows:
Year Ended December 31
(Thousands) 1993 1992 1991
===============================================================================
Service cost-benefits earned during the period $ 1,615 $1,641 $1,586
Interest cost on projected benefit obligation 1,898 1,661 1,218
Net amortization 290 288 240
- ------------------------------------------------------------------------------
3,803 3,590 3,044
- ------------------------------------------------------------------------------
Return on plan assets:
Actual (return) (1,090) (363) (990)
Amount deferred 22 (406) 484
- ------------------------------------------------------------------------------
Recognized return on plan assets (1,068) (769) (506)
- ------------------------------------------------------------------------------
Net pension cost for the period $ 2,735 $2,821 $2,538
==============================================================================
Discount rate 8.25% 8.25% 8.50%
Long-term rate of return on assets 8.50% 7.50% 7.50%
- ------------------------------------------------------------------------------
In addition to the above pension cost for the year ended December 31, 1993,
the Company recognized $197,000 for pension curtailment and settlement losses
associated with the voluntary retirement incentive program.
21
December 31
(Thousands) 1993 1992
===============================================================================
Actuarial present value of benefit obligation
Vested benefits $ (8,738) $ (8,450)
Nonvested benefits (2,541) (1,156)
- -------------------------------------------------------------------------------
Accumulated benefit obligations $(11,279) $ (9,606)
===============================================================================
Projected benefit obligation $(23,553) $(24,565)
Plan assets at fair value 14,297 12,298
- -------------------------------------------------------------------------------
Projected benefit obligation in excess of plan assets $ (9,256) $(12,267)
Unrecognized net loss from past
experience different from assumed 1,319 4,638
Prior service cost not yet recognized in net
periodic pension cost 3,789 3,985
- -------------------------------------------------------------------------------
Pension liability included in the balance sheet $ (4,148) $ (3,644)
===============================================================================
Discount rate 7.50% 8.25%
Rate of increase in compensation levels 1.40%-4.50% 5.50%
- -------------------------------------------------------------------------------
There are several defined benefit plans covering certain employees of
Chemviron Carbon GmbH for which the obligations are accrued but not funded in
accordance with local practice. Benefits under these plans are generally
based on a percentage of average compensation.
The European employees in the branches and United Kingdom subsidiary
participate in certain contributory defined benefit pension plans which
guarantee a pension over the state pension level. These plans are funded by
employee contributions calculated as a percentage of their compensation with
the balance of the plan funding provided by Company contributions. Funds are
managed by an insurance company under a deposit administration contract.
Benefits under these plans are generally based upon a percentage of final
earnings subject to an upper earnings limit.
For European plans, net pension costs, amounts recognized in the balance sheet
and significant assumptions are as follows:
Year Ended December 31
(Thousands) 1993 1992 1991
===================================================================================
Service cost-benefits earned during the period $ 620 $ 627 $ 538
Interest cost on projected benefit obligation 769 717 563
Net amortization 72 77 70
- -----------------------------------------------------------------------------------
1,461 1,421 1,171
- -----------------------------------------------------------------------------------
Return on plan assets:
Actual (return) (221) (31) (99)
Amount deferred (13) (153) (5)
- -----------------------------------------------------------------------------------
Recognized return on plan assets (234) (184) (104)
- -----------------------------------------------------------------------------------
Net pension cost for the period $ 1,227 $ 1,237 $ 1,067
===================================================================================
Discount rate 8.0-9.0% 8.0-9.0% 8.0-9.0%
Long-term rate of return on assets 7.0-8.0% 8.0-9.0% 8.0-9.0%
- -----------------------------------------------------------------------------------
December 31
(Thousands) 1993 1992
===================================================================================
Actuarial present value of benefit obligation
Vested benefits $ (5,758) $ (5,955)
Nonvested benefits (431) (425)
- -----------------------------------------------------------------------------------
Accumulated benefit obligations $ (6,189) $ (6,380)
===================================================================================
Projected benefit obligation $ (9,854) $ (9,424)
Plan assets at fair value 2,742 2,734
- -----------------------------------------------------------------------------------
Projected benefit obligation in excess of plan assets $ (7,112) $ (6,690)
Unrecognized net loss from past
experience different from assumed 404 391
Unrecognized net transition obligation,
net of amortization 940 1,073
- -----------------------------------------------------------------------------------
Pension liability included in the balance sheet $ (5,768) $ (5,226)
===================================================================================
Discount rate 7.0-8.0% 8.0-9.0%
Rate of increase in compensation levels 4.0-6.0% 5.0-7.5%
- -----------------------------------------------------------------------------------
22
- --------------------------------------------------------------------------------
11. Provision for Income Taxes
In 1992, the Company adopted SFAS No. 109 which requires an asset and
liability approach in accounting for income taxes. Under this method,
deferred income taxes are provided to reflect the future tax consequences of
carryforwards and differences between the tax bases of assets and liabilities
and their financial bases at each year-end. The unfavorable cumulative effect
of the change in accounting principle determined as of January 1, 1992 totaled
$10,654,000 ($.26 per share). On August 10, 1993, the Omnibus Budget
Reconciliation Act of 1993 became law. This act changed the United States tax
rates retroactively to January 1, 1993. As required by SFAS No. 109, these
new income tax rates resulted in a remeasurement of the liability for deferred
income taxes of $456,000, increasing "Provision for income taxes".
The components of the provision for income taxes were as follows:
Year Ended December 31
(Thousands) 1993 1992 1991(a)
=====================================================================
Current
Federal $ 2,703 $ 9,232 $11,525
State and local 564 1,470 2,095
Foreign 2,983 2,698 4,812
- ---------------------------------------------------------------------
6,250 13,400 18,432
- ---------------------------------------------------------------------
Deferred
Federal 3,981 1,675 2,766
State and local 969 543 --
Foreign 438 (263) 1,414
- ---------------------------------------------------------------------
5,388 1,955 4,180
- ---------------------------------------------------------------------
Provision for income taxes $11,638 $15,355 $22,612
=====================================================================
Income before income taxes for 1993, 1992 and 1991 includes $7,531,000,
$9,145,000 and $17,359,000, respectively, generated by operations outside the
United States.
The difference between the U.S. federal statutory tax rate and the Company's
effective income tax rate is as follows:
Year Ended December 31
1993 1992 1991(a)
=====================================================================
U.S. federal statutory rate 35.0% 34.0% 34.0%
State income taxes, net of federal
income tax benefit 3.2 3.0 2.3
Book/tax basis difference on acquired
fixed assets -- -- 1.9
Foreign taxes--net (benefits) costs .5 (1.8) --
Other--net (.9) ( .3) (1.0)
- ---------------------------------------------------------------------
Effective income tax rate 37.8% 34.9% 37.2%
=====================================================================
(a) Computed in accordance with Accounting Principles Board Opinion No. 11.
The deferred tax provision for 1991 was primarily the result of timing
differences related to depreciation.
Operating loss and credit carryforwards of $6,545,000 in foreign jurisdictions
at December 31, 1993 have no expiration dates.
The Company's U.S. income tax returns have been examined by the Internal
Revenue Service through 1991. Management believes that adequate provisions
for taxes have been made through December 31, 1993.
23
The components of deferred taxes are comprised of the following:
Year Ended December 31
(Thousands) 1993 1992
========================================================================
Deferred tax assets
U.S. federal benefits on foreign income $ 2,696 $ 2,399
Foreign tax loss and credit carryforwards 2,676 3,736
Pensions 1,411 959
Accruals 920 868
Organization costs 694 675
Other 405 346
- ------------------------------------------------------------------------
Total deferred tax assets $ 8,802 $ 8,983
========================================================================
Deferred tax liabilities
Property, plant and equipment $35,769 $31,212
Cumulative translation adjustment 4,975 6,503
Inventories 1,556 1,526
U.S. federal taxes on unremitted earnings
of foreign subsidiaries -- 371
Other 582 108
- ------------------------------------------------------------------------
Total deferred tax liabilities $42,882 $39,720
========================================================================
- ------------------------------------------------------------------------
12. Other Information
Repair and maintenance expenses were $20,008,000, $21,584,000 and $23,297,000
for the years ended December 31, 1993, 1992 and 1991, respectively.
Other (expense)-net includes net foreign currency transaction losses of
($486,000) and ($806,000) for the years ended December 31, 1993 and 1992,
respectively, and gains of $294,000 for the year ended December 31, 1991. Also
included are taxes other than on income of $1,049,000, $706,000 and $760,000
for the years ended December 31, 1993, 1992 and 1991, respectively.
Deferred taxes included in the translation adjustments for 1993, 1992 and 1991
were ($1,528,000), ($1,880,000) and ($281,000), respectively.
- ------------------------------------------------------------------------
13. Supplemental Cash Flow Information
(Thousands) 1993 1992 1991
==============================================================================
Cash paid during the year for
Interest (net of $91 and $228 capitalized
in 1992 and 1991, respectively) $ 994 $ 1,351 $ 1,032
Income taxes (net of refunds) $ 4,305 $ 14,915 $ 22,391
- ------------------------------------------------------------------------------
Bank debt
Borrowings $ 28,118 $ 214,438 $ 144,532
Repayments (31,889) (227,862) (127,561)
- ------------------------------------------------------------------------------
Net proceeds from (repayment of) borrowings $ (3,771) $ (13,424) $ 16,971
==============================================================================
24
- --------------------------------------------------------------------------------
14. Geographic Information
Net sales by the Company's operations in certain geographic areas, transfers
between geographic areas and income from operations for 1993, 1992 and 1991
and identifiable assets, at the end of each year, classified by major
geographic areas in which the Company operates, were as follows:
(Thousands) 1993 1992 1991
===================================================================
Sales to unaffiliated customers
U.S. $165,919 $178,434 $191,203
Europe 97,002 112,861 111,100
Canada 6,503 7,076 6,070
- -------------------------------------------------------------------
$269,424 $298,371 $308,373
===================================================================
Transfers between areas
U.S. $ 12,613 $ 11,653 $ 10,740
Europe 11,544 7,952 9,435
Canada -- -- --
- -------------------------------------------------------------------
$ 24,157 $ 19,605 $ 20,175
===================================================================
Income from operations
U.S. $ 25,599 $ 37,554 $ 46,299
Europe 5,808 8,135 14,462
Canada 2,450 2,558 1,641
Eliminations (842) (1,594) (1,144)
- -------------------------------------------------------------------
$ 33,015 $ 46,653 $ 61,258
===================================================================
Identifiable assets, end of year
U.S. $230,618 $225,284 $218,677
Europe 105,791 108,359 116,162
Canada 1,820 1,935 1,937
Eliminations (900) (1,060) (812)
- -------------------------------------------------------------------
$337,329 $334,518 $335,964
===================================================================
Transfers between geographic areas are at prices in excess of cost and the
resultant income is assigned to the geographic area of manufacture.
Interarea income remaining in inventories is eliminated in consolidation.
25
- --------------------------------------------------------------------------------
Quarterly Financial Data - Unaudited
(Dollars in thousands except per share data)
1993 1992
-------------------------------------- -------------------------------------
1st 2nd 3rd 4th 1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
================================================================ =====================================
Net sales $63,732 $72,689 $ 65,967 $ 67,036 $70,148 $79,425 $77,670 $71,128
Gross profit $25,785 $27,594 $ 25,086 $ 26,477 $29,118 $32,918 $30,624 $28,977
Net income (loss)(a) $ 5,166 $ 5,724 $ 4,118 $ 4,145 $(3,962) $ 9,606 $ 7,926 $ 4,413
===================================== =====================================
- ---------------------------------------------------------------- -------------------------------------
Common Stock Data:
Net income (loss)
per common share(a) $ .13 $ .14 $ .10 $ .10 $ (.10) $ .24 $ .19 $ .11
===================================== =====================================
Average common
shares outstanding 40,964 41,027 41,037 40,967 40,774 40,852 40,875 40,885
- -------------------------------------------------------------------------------------------------------
(a) The cumulative effect of a change in accounting principle for income taxes
was ($10,654,000) or ($.26) per share in the first quarter of 1992. See Note
11 to the Consolidated Financial Statements for details of the adoption of
SFAS 109.
26
Item 9. Disagreements with Accountants:
None.
PART III
Item 10. Directors and Executive Officers of the Registrant:
Information concerning the directors and executive officers of the
Corporation required by this item is incorporated by reference to the
material appearing under the heading "Election of Directors" in the
Company's Proxy Statement for the 1994 Annual Meeting of its Stockholders.
Item 11. Executive Compensation:
Information required by this item is incorporated by reference to the
material appearing under the heading "Executive Compensation" in the
Company's Proxy Statement for the 1994 Annual Meeting of its Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management:
Information required by this item is incorporated by reference to the
material appearing under the heading "Security Ownership of Certain
Beneficial Owners and Management" in the Company's Proxy Statement for the
1994 Annual Meeting of its Stockholders.
Item 13. Certain Relationships and Related Transactions:
Information required by this item is incorporated by reference to the
material appearing under the heading "Election of Directors" in the
Company's Proxy Statement for the 1994 Annual Meeting of its Stockholders.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Report on Form 8-K:
A. Financial Statements
Financial statements filed as part of this report are listed in the
index to Consolidated Financial Statements and Supplementary Data on
page 12.
B. Financial Statement Schedules
Schedule V. Property, Plant and Equipment
Schedule VI. Accumulated Depreciation of Property, Plant and Equipment
All other schedules are omitted because they are not applicable, not
material or the required information is shown in the financial statements
listed above.
C. Exhibits Page
----
3.1 Amended Certificate of Incorporation (f)
3.2 By-laws of the Registrant (a)
9.1 Voting Trust Agreement (b)
9.2 Voting Trust Certificate of Amendment (d)
10.1* Calgon Carbon Corporation Stock Option Plan, as Amended (g)
10.2* Officers Incentive Plan of Calgon Carbon Corporation (c)
22.0 Subsidiaries of the Company (e)
23.0 Consent of Independent Accountants (33)
Note: The Registrant hereby undertakes to furnish, upon request of the
Commission, copies of all instruments defining the rights of holders of
long-term debt of the Registrant and its consolidated subsidiaries. The
total amount of securities authorized thereunder does not exceed 10% of the
total assets of the Registrant and its subsidiaries on a consolidated basis.
27
(a) Incorporated herein by reference to Exhibit 3.2 to the Company's
registration statement on Form S-1 (File No. 33-13443) effective June 2,
1987.
(b) Incorporated herein by reference to Exhibit 9.1 to the Company's
registration statement on Form S-1 (File No. 33-13443) effective June 2,
1987.
(c) Incorporated herein by reference to Exhibit 10.22 to the Company's
registration statement on Form S-1 (File No. 33-13443) effective June 2,
1987.
(d) Incorporated herein by reference to Exhibit 9.2 to the Company's report
on Form 10-K filed for the fiscal year ended December 31, 1987.
(e) Incorporated herein by reference to Exhibit 22.0 to the Company's report
on Form 10-K filed for the fiscal year ended December 31, 1988.
(f) Incorporated herein by reference to Exhibit 3.1 to the Company's report
on Form 10-K filed for the fiscal year ended December 31, 1990.
(g) Incorporated herein by reference to Exhibit 10.1 to the Company's report
on Form 10-K filed for the fiscal year ended December 31, 1990.
* Executive compensation plans.
D. Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the year
ended December 31, 1993.
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Calgon Carbon Corporation
March 4, 1994 By /s/ THOMAS A. MCCONOMY
- ------------- ---------------------------------------
(Date) Thomas A. McConomy
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ THOMAS A. MCCONOMY President, Chief Executive March 4, 1994
- ----------------------------- Officer, Director
Thomas A. McConomy
/s/ C. P. SHANNON Senior Vice President, Chief March 4, 1994
- ----------------------------- Financial and Accounting
C. P. Shannon Officer
/s/ COLIN BAILEY Executive Vice President, Chief March 4, 1994
- ----------------------------- Operating Officer, Director
Colin Bailey
/s/ RONALD R. TISCH Senior Vice President, Director March 4, 1994
- -----------------------------
Ronald R. Tisch
/s/ ROGER H. ZANITSCH Senior Vice President, Director March 4, 1994
- -----------------------------
Roger H. Zanitsch
/s/ ROBERT W. CRUICKSHANK Director March 4, 1994
- -----------------------------
Robert W. Cruickshank
/s/ WILLIAM J. GILLIAM Director March 4, 1994
- -----------------------------
William J. Gilliam
/s/ ARTHUR L. GOESCHEL Director March 4, 1994
- -----------------------------
Arthur L. Goeschel
/s/ NICK H. PRATER Director March 4, 1994
- -----------------------------
Nick H. Prater
/s/ HARRY H. WEIL Director March 4, 1994
- -----------------------------
Harry H. Weil
29
Schedule V. Property, Plant and Equipment
Calgon Carbon Corporation
- --------------------------------------------------------------------------------------------
Balance at Balance at
Beginning of Additions Other End of
(Thousands) Year at Cost Retirements Changes Year
- --------------------------------------------------------------------------------------------
Year Ended
December 31, 1991
- --------------------------------------------------------------------------------------------
Land and improvements $ 8,850 $ 907 $ -0- $ 20 $ 9,777
Buildings 9,078 523 -0- 20 9,621
Machinery and equipment 164,675 68,316 (804) 240 232,427
Furniture and vehicles 6,321 825 (21) 140 7,265
- --------------------------------------------------------------------------------------------
Total $188,924 $70,571 $ (825) $ 420(a) $259,090
- --------------------------------------------------------------------------------------------
Year Ended
December 31, 1992
- --------------------------------------------------------------------------------------------
Land and improvements $ 9,777 $ 4,513 $ (17) $ (348) $ 13,925
Buildings 9,621 11,177 (3) (441) 20,354
Machinery and equipment 232,427 7,750 (1,938) (4,285) 233,954
Furniture and vehicles 7,265 606 ( 29) (391) 7,451
- --------------------------------------------------------------------------------------------
Total $259,090 $24,046 $(1,987) $(5,465)(b) $275,684
- --------------------------------------------------------------------------------------------
Year Ended
December 31, 1993
- --------------------------------------------------------------------------------------------
Land and improvements $ 13,925 $ -0- $ -0- $ (339) $ 13,586
Buildings 20,354 562 (5) (437) 20,474
Machinery and equipment 233,954 13,946 (1,808) (4,517) 241,575
Furniture and vehicles 7,451 606 (14) (376) 7,667
- --------------------------------------------------------------------------------------------
Total $275,684 $15,114 $(1,827) $ (5,669)(c) $283,302
- --------------------------------------------------------------------------------------------
Notes: Reference is made to the Statement of Accounting Policies in Note 1 to
the Consolidated Financial Statements.
(a) Includes foreign currency translation of $389,000 increase to property,
plant and equipment and an increase of $31,000 from amortization of
goodwill.
(b) Includes foreign currency translation of ($5,496,000) decrease to property,
plant and equipment and an increase of $31,000 from amortization of
goodwill.
(c) Includes foreign currency translation of ($5,761,000) decrease to property,
plant and equipment, an increase of $92,000 from amortization of goodwill.
30
Schedule VI. Accumulated Depreciation of Property, Plant and Equipment
Calgon Carbon Corporation
- --------------------------------------------------------------------------------
Additions
Balance at Charged to Balance at
Beginning of Costs and Other End of
(Thousands) Year Expenses Retirements Changes Year
- ---------------------------------------------------------------------------------------
Year Ended
December 31, 1991
- ---------------------------------------------------------------------------------------
Buildings $ 2,698 $ 832 $ -0- $ 22 $ 3,552
Machinery and equipment 39,410 11,217 (156) 317 50,788
Furniture and vehicles 2,531 437 (10) 19 2,977
- ---------------------------------------------------------------------------------------
Total $44,639 $12,486 $ (166) $ 358(a) $57,317
- ---------------------------------------------------------------------------------------
Year Ended
December 31, 1992
- ---------------------------------------------------------------------------------------
Buildings $ 3,552 $ 783 $ (4) $ (87) $ 4,244
Machinery and equipment 50,788 14,709 (697) (1,225) 63,575
Furniture and vehicles 2,977 647 (20) (199) 3,405
- ---------------------------------------------------------------------------------------
Total $57,317 $16,139 $ (721) $(1,511)(b) $71,224
- ---------------------------------------------------------------------------------------
Year Ended
December 31, 1993
- ---------------------------------------------------------------------------------------
Buildings $ 4,244 $ 863 $ (2) $ (216) $ 4,889
Machinery and equipment 63,575 16,404 (737) (1,418) 77,824
Furniture and vehicles 3,405 890 (6) (191) 4,098
- ---------------------------------------------------------------------------------------
Total $71,224 $18,157 $ (745) $(1,825)(c) $86,811
- ---------------------------------------------------------------------------------------
(a) Includes foreign currency translation effect on current year depreciation
of $327,000 and $31,000 from amortization of goodwill.
(b) Includes foreign currency translation effect on current year depreciation
of ($1,542,000) and $31,000 from amortization of goodwill.
(c) Includes foreign currency translation effect on current year depreciation
of ($1,917,000) and $92,000 from amortization of goodwill.
31
EXHIBIT INDEX
Sequential
Exhibit Method of Page
No. Description Filing Number
- ------- -------------------------------------------- ---------- ----------
3.1 Amended Certificate of Incorporation (f)
3.2 By-laws of the Registrant (a)
9.1 Voting Trust Agreement (b)
9.2 Voting Trust Certificate of Amendment (d)
10.1* Calgon Carbon Corporation Stock Option Plan,
as Amended (g)
10.2* Officers Incentive Plan of Calgon Carbon
Corporation (c)
22.0 Subsidiaries of the Company (e)
23.0 Consent of Independent Accountants Filed herewith
Note: The Registrant hereby undertakes to furnish, upon request of the
Commission, copies of all instruments defining the rights of holders of long-
term debt of the Resgistrant and its consolidated subsidiaries. The total amount
of securities authorized thereunder does not exceed 10% of the total assets of
the Registrant and its subsidiaries on a consolidated basis.
(a) Incorporated herein by reference to Exhibit 3.2 to the Company's
registration statement on Form S-1 (File No. 33-13443) effective June 2,
1987.
(b) Incorporated herein by reference to Exhibit 9.1 to the Company's
registration statement on Form S-1 (File No. 33-13443) effective June 2,
1987.
(c) Incorporated herein by reference to Exhibit 10.22 to the Company's
registration statement on Form S-1 (File No. 33-13443) effective June 2,
1987.
(d) Incorporated herein by reference to Exhibit 9.2 to the Company's report
on Form 10-K filed for the fiscal year ended December 31, 1987.
(e) Incorporated herein by reference to Exhibit 22.0 to the Company's report
on Form 10-K filed for the fiscal year ended December 31, 1988.
(f) Incorporated herein by reference to Exhibit 3.1 to the Company's report
on Form 10-K filed for the fiscal year ended December 31, 1990.
(g) Incorporated herein by reference to Exhibit 10.1 to the Company's report
on Form 10-K filed for the fiscal year ended December 31, 1990.
* Executive compensation plans.
32
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33-34019) of
Calgon Carbon Corporation of our report dated February 10, 1994 appearing on
page 13 of this report on Form 10-K.
PRICE WATERHOUSE
600 Grant Street
Pittsburgh, Pennsylvania 15219-2793
March 14, 1994
33