SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended June 30, 1998 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _______ to _______
Commission file number 0-15903
CALGON CARBON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 25-0530110
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 717, Pittsburgh, PA 15230-0717
-----------------------------------------
(Address of principal executive offices)
(Zip Code)
(412) 787-6700
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- ------
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
----- ------
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 29, 1998
- ----------------------------- ----------------------------
Common Stock, $.01 par value 39,742,660 shares
CALGON CARBON CORPORATION
SEC FORM 10-Q
QUARTER ENDED June 30, 1998
The Quarterly Report on Form 10-Q contains historical information and forward-
looking statements. Statements looking forward in time are included in this
Form 10-Q pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. They involve known and unknown risks and
uncertainties that may cause the Company's actual results in the future to
differ from performance suggested herein. In the context of forward-looking
information provided in this Form 10-Q and in other reports, please refer to the
discussion of risk factors detailed in, as well as the other information
contained in the Company's filings with the Securities and Exchange Commission.
I N D E X
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PART 1 - FINANCIAL INFORMATION
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Item 1. Financial Statements Page
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Introduction to the Financial Statements................... 2
Consolidated Statement of Income and
Retained Earnings.......................................... 3
Consolidated Balance Sheet................................. 4
Consolidated Statement of Cash Flows....................... 5
Selected Notes to Financial Statements..................... 6
Item 2. Management's Discussion and Analysis of Results
------ -----------------------------------------------
of Operations and Financial Condition ..................... 7
-------------------------------------
PART II - OTHER INFORMATION
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Item 4. Submission of Matters to a Vote of Security Holders........ 12
------ ---------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K .......................... 12
------ --------------------------------
SIGNATURES ............................................................ 13
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- 1 -
PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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INTRODUCTION TO THE FINANCIAL STATEMENTS
----------------------------------------
The consolidated financial statements included herein have been prepared by
Calgon Carbon Corporation (the Company), without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not misleading when
read in conjunction with the Company's consolidated financial statements and the
notes included therein for the year ended December 31, 1997.
The financial information presented reflects all adjustments, consisting
only of normal recurring adjustments, which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods presented.
The results for interim periods are not necessarily indicative of results to be
expected for the year.
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CALGON CARBON CORPORATION
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
------------------------------------------------------
(Dollars in Thousands)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1998 1997 1998 1997
--------- --------- --------- ---------
Net sales........................................................................ $ 85,713 $ 88,803 $155,221 $168,695
-------- -------- -------- --------
Cost of products sold
(excluding depreciation)....................................................... 53,703 54,680 96,026 103,699
Depreciation and amortization.................................................... 5,411 5,317 10,861 10,715
Selling, general and
administrative expenses........................................................ 14,546 14,280 28,337 27,831
Research and development
expenses....................................................................... 2,169 2,050 4,136 3,951
-------- -------- -------- --------
75,829 76,327 139,360 146,196
-------- -------- -------- --------
Income from operations........................................................... 9,884 12,476 15,861 22,499
Interest income.................................................................. 53 71 87 170
Interest expense................................................................. (1,271) (957) (2,446) (1,886)
Other income (expense)--net...................................................... (389) 64 (820) (410)
-------- -------- -------- --------
Income before income taxes and
minority interest............................................................. 8,277 11,654 12,682 20,373
Provision for income taxes....................................................... 3,064 4,404 4,712 7,691
-------- -------- -------- --------
Income before minority interest................................................. 5,213 7,250 7,970 12,682
Minority interest................................................................ (6) - (38) -
-------- -------- -------- --------
Net income....................................................................... 5,207 7,250 7,932 12,682
Common stock dividends........................................................... (3,180) (3,174) (6,359) (6,348)
Retained earnings, beginning of period........................................... 170,520 164,356 170,974 162,098
-------- -------- -------- --------
Retained earnings, end of period................................................. $172,547 $168,432 $172,547 $168,432
======== ======== ======== ========
Net income per common share
(basic and diluted)............................................................ $ .13 $ .18 $ .20 $ .32
======== ======== ======== ========
Weighted average shares
outstanding ...................................................................39,742,660 39,677,495 39,742,660 39,676,085
========== ========== ========== ==========
The accompanying notes are an integral part
of these financial statements.
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CALGON CARBON CORPORATION
CONSOLIDATED BALANCE SHEET
--------------------------
(Dollars in Thousands)
June 30, December 31,
1998 1997
----------- -------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents................... $ 10,107 $ 7,982
Receivables................................. 61,842 67,888
Inventories................................. 56,120 50,954
Other current assets........................ 13,688 16,731
-------- --------
Total current assets..................... 141,757 143,555
Property, plant and equipment, net............ 188,080 188,082
Intangibles................................... 79,739 80,971
Other assets.................................. 9,981 10,849
-------- --------
Total assets............................. $419,557 $423,457
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Long-term debt due within one year.......... $ 17,381 $ 9,617
Accounts payable and accrued liabilities.... 37,607 47,563
Restructuring reserve....................... 6,134 6,282
Payroll and benefits payable................ 14,383 14,252
Accrued income taxes........................ 1,083 4,625
-------- --------
Total current liabilities................ 76,588 82,339
Long-term debt................................ 71,406 72,297
Deferred income taxes......................... 40,379 38,900
Other liabilities............................. 6,546 6,463
-------- --------
Total liabilities........................ 194,919 199,999
-------- --------
Minority interest............................. 1,296 1,378
-------- --------
Commitments and contingencies................. - -
-------- --------
Shareholders' equity:
Common shares, $.01 par value, 100,000,000
shares authorized, 41,503,960
shares issued............................. 415 415
Additional paid-in capital.................. 62,868 62,868
Retained earnings........................... 172,547 170,974
Cumulative translation adjustments.......... 7,578 7,889
-------- --------
243,408 242,146
Treasury stock, at cost, 1,761,300 shares... (20,066) (20,066)
-------- --------
Total shareholders' equity............... 223,342 222,080
-------- --------
Total liabilities and
shareholders' equity................... $419,557 $423,457
======== ========
The accompanying notes are an integral part
of these financial statements.
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CALGON CARBON CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(Dollars in Thousands)
(Unaudited)
Six Months Ended
June 30,
--------------------
1998 1997
--------- ---------
Cash flows from operating activities
- ------------------------------------
Net income........................................... $ 7,932 $ 12,682
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization...................... 10,861 10,715
Employee benefit plan provisions................... 206 238
Changes in assets and liabilities - net of
effects from purchase of businesses and
exchange:
(Increase) decrease in receivables............. 5,504 (8,789)
(Increase) in inventories...................... (5,417) (2,508)
(Increase) decrease in other current assets . 3,045 (2,562)
(Decrease) in restructuring reserve............ (96) (179)
Increase (decrease) in accounts payable
and accruals................................. (13,248) 7,728
Increase in long-term deferred
income taxes (net)........................... 2,642 67
Other items--net................................... (422) (351)
-------- --------
Net cash provided by
operating activities......................... 11,007 17,041
-------- --------
Cash flows from investing activities
- ------------------------------------
Purchase of businesses............................. - (500)
Property, plant and equipment expenditures......... (10,535) (16,197)
Proceeds from disposals of equipment............... 273 184
-------- --------
Net cash (used in) investing activities.......... (10,262) (16,513)
-------- --------
Cash flows from financing activities
- ------------------------------------
Net proceeds from borrowings....................... 7,687 727
Common stock dividends............................. (6,359) (6,348)
Other.............................................. - 63
-------- --------
Net cash provided by (used in)
financing activities......................... 1,328 (5,558)
-------- --------
Effect of exchange rate changes on cash.............. 52 (559)
-------- --------
Increase (decrease) in cash and cash equivalents..... 2,125 (5,589)
Cash and cash equivalents, beginning
of period.......................................... 7,982 15,439
-------- --------
Cash and cash equivalents, end of period............. $ 10,107 $ 9,850
======== ========
The accompanying notes are an integral part
of these financial statements.
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CALGON CARBON CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS
--------------------------------------
(Dollars in Thousands)
(Unaudited)
1. Inventories:
June 30, 1998 December 31, 1997
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Raw materials $11,486 $12,566
Finished goods 44,634 38,388
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$56,120 $50,954
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2. Supplemental Cash Flow Information:
Six Months Ended June 30,
-----------------------------------
1998 1997
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Cash paid during the period for:
Interest $ 2,443 $ 1,669
Income taxes, net of refunds $ 5,091 $ 4,859
======= =======
Bank debt:
Borrowings $16,824 $10,354
Repayments (9,137) (9,627)
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Net proceeds from borrowings $ 7,687 $ 727
======= =======
3. Common stock dividends declared during both quarters ended June 30,
1998 and 1997 were $.08 per common share.
4. In compliance with SFAS No. 130 "Reporting Comprehensive Income", total
comprehensive net income for the three-month period ended June 30, 1998
amounted to $5,656. Total comprehensive net income was derived from net
income of $5,207 and other comprehensive income of $449. For the six-month
period ended June 30, 1998, comprehensive net income was $7,621 consisting
of net income of $7,932 offset by other comprehensive losses of $311. The
only matter contributing to the other comprehensive income and losses was
the currency translation adjustment.
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Item 2. Management's Discussion and Analysis of Results of
- ------ --------------------------------------------------
Operations and Financial Condition
----------------------------------
This discussion should be read in connection with the information contained
in the Consolidated Financial Statements and Selected Notes to Financial
Statements.
Results of Operations
- ---------------------
Consolidated net sales for the three-month period ended June 30, 1998
decreased $3.1 million, or 3.5%, versus the three months ended June 30, 1997.
For the six-month period ended June 30, 1998, consolidated net sales decreased
by $13.5 million or 8.0%. Refer to the table below for sales detail by market,
product and geography for both periods. These amounts are in thousands of
dollars:
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- --------------------------
1998 1997 %Change 1998 1997 %Change
-------- ------- ------- ------ ------- --------
Market
- ------
Industrial
Food $13,580 $14,658 - 7.4% $ 24,593 $ 29,758 -17.4%
Chemical/Pharmaceutical 5,514 7,318 -24.7 10,803 14,085 -23.3
Original Equipment
Manufacturer 15,365 12,904 +19.1 28,889 25,084 +15.2
Other 6,616 6,650 - 0.5 12,835 14,827 -13.4
------- ------- ----- ------- ------ -----
41,075 41,530 - 1.1 77,120 83,754 - 7.9
------- ------- ----- ------- ------ -----
Environmental
Municipal 16,668 19,896 -16.2 28,896 34,308 -15.8
Industrial 19,468 18,847 + 3.3 36,946 38,089 - 3.0
------- ------- ----- -------- -------- -----
36,136 38,743 - 6.7 65,842 72,397 - 9.1
------- ------- ----- -------- -------- -----
Consumer 8,502 8,530 - 0.3 12,259 12,544 - 2.3
------- ------- ----- -------- -------- -----
TOTAL $85,713 $88,803 - 3.5% $155,221 $168,695 - 8.0%
======= ======= ===== ======== ======== =====
Product
- -------
Carbon $43,741 $42,391 + 3.2% $ 80,157 $ 80,300 - 0.2%
Service 22,962 24,746 - 7.2 45,570 47,662 - 4.4
Equipment 10,508 13,136 -20.0 17,235 28,189 -38.9
Consumer 8,502 8,530 - 0.3 12,259 12,544 - 2.3
------- ------- ----- -------- -------- -----
TOTAL $85,713 $88,803 - 3.5% $155,221 $168,695 -8.0%
======= ======= ===== ======== ======== =====
Geography
- ---------
United States $43,678 $44,628 - 2.1% $ 81,127 $ 85,116 - 4.7%
Europe 25,450 33,158 -23.2 43,814 59,747 -26.7
Other 16,585 11,017 +50.5 30,280 23,832 +27.1
------- ------- ----- -------- -------- ------
TOTAL $85,713 $88,803 - 3.5% $155,221 $168,695 - 8.0%
======= ======= ===== ======== ======== ======
For the quarter, sales to the Food market were down by $1.1 million or 7.4%
due to the non-repeat of equipment sales to the cane sugar industry and
reduced demand from corn sweetener customers. Sales to the
Chemical/Pharmaceutical market decreased by $1.8 million or 24.7% due
primarily to a 27.2% decline in worldwide Advanced Separation Technologies
(AST) sales. Product performance and reliability difficulties related to
equipment in fabrication or shipped prior to the acquisition of AST by the
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Company continue to require warranty work. Substantial efforts to complete
this work reduced revenue recognized from new projects. Sales to the Original
Equipment Manufacture's category were up by $2.5 million or 19.1% primarily
due to increased carbon shipments to Japanese customers. The decline in the
Environmental, Municipal market of $3.2 million or 16.2% was the net effect of
lower initial fills and potable water equipment sales in the United Kingdom
and reduced shipments to United States water plants partially offset by
increased initial fills in Japan. The decline for European sourced sales
includes a $1.0 million reduction due to foreign currency translation. If this
effect is excluded, European sourced sales would have declined by $6.7 million
or 20.3%. Sales of the recently acquired Charcoal Cloth unit increased 42.6%
in the second quarter of 1998 as compared to the second quarter of 1997.
Worldwide, Advanced Oxidation Technologies (AOT) sales were virtually the same
in the three-month period ended June 30, 1998 versus the comparable 1997
quarter. Overall, new product sales (sales of products introduced in the past
sixty months) were 15% of total sales in the first quarter of 1998 versus 11%
for the comparable period in 1997. On a year-to-date basis, worldwide AST
sales declined by 57.4% and worldwide AOT sales declined by 3.8% while
Charcoal Cloth sales increased by 32.3%. Included in the decline for sales
that originated in Europe was a decrease related to foreign currency
translation of $2.3 million. Excluding this adjustment, the European sales
decline would have been $13.7 million or 22.9%.
Gross profit, before depreciation, as a percentage of net sales, for the
three-month period ended June 30, 1998 was 37.3% compared to 38.4% for the
three months ended June 30, 1997. This 1.1 percentage point decline was the
result of a less profitable mix of sales of carbon products and reduced
service sales, which carry higher margin rates than other categories. For the
year-to-date period, this rate in 1998 was 38.1% compared to 38.5% in the
comparable 1997 period.
Selling, general and administrative expenses for the three-month period ended
June 30, 1998 increased $.3 million over the comparable period in 1997 and by
$.5 million versus the six-month period ended June 30, 1997. Included in these
increases are legal fees relating to the Powell Duffryn and AST litigations
and increases associated with the consolidation of Calgon Far East Co., Ltd.
(CFE) which was reported via the equity method of accounting for the six
months ended June 30, 1997. Selling, general and administrative expenses
remained relatively level excluding these legal fees and the CFE accounting
method related increase. Research and development costs remained level at
approximately $2.1 million per quarter of 1998. The relative stability of
these expenses reflects successful cost control measures instituted by the
Company during the first quarter of 1998.
Interest income for the six-month period ended June 30, 1998 decreased $.1
million versus the comparable period in 1997. Interest expense increased $.3
million over the second quarter of 1997 and by $.6 million for the six-month
period ended June 30, 1998 versus the similar 1997 period due to higher
utilization of short-term credit lines in 1998. In addition, the first six
months of 1998 includes $.1 million in interest expense for the CFE operations
which under the equity method of accounting was not reflected in consolidated
interest expense in 1997. The interest rate at June 30, 1998 was 5.1% versus
5.4% at June 30, 1997.
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The effective tax rate for the six-month period ended June 30, 1998 was 37.2%
versus 37.8% for the six months ended June 30, 1997. The decrease is primarily
related to a mix shift towards a higher proportion of United States based
income which is taxed at a lower rate than European based income.
Net income after tax for the three-month period ended June 30, 1998 was $5.2
million versus $7.3 million for the three months ended June 30, 1997. Of the
$2.0 million, or 28.2% decrease, $1.4 million is attributed to the drop off in
sales activity in Europe. Another contributing factor involves legal expenses
incurred in 1998 that were not incurred in the comparable 1997 period. It is
anticipated that legal expenses for future quarters will be substantially less
due to the recent favorable Motion of Summary Judgement which has been granted
in the litigation with Powell Duffryn Terminals, Inc.
Financial Condition
-------------------
Working Capital and Liquidity
-----------------------------
Net cash provided by operating activities was $11.0 million for the
six months ended June 30, 1998, primarily from net earnings before non-cash
charges of depreciation and amortization offset by increased investment in
working capital.
The working capital increase was caused by increased inventory levels and
decreased payables and was partially offset by lower receivables and other
current assets. Inventory increased $5.2 million to $56.1 million at June 30,
1998 as a result of a combination of several factors including the buildup of
inventory levels to support sales requirements resulting from scheduled plant
maintenance shutdowns, timing of consumer charcoal sales in the second quarter
of 1998 which are expected to occur in the third quarter of 1998, and softer
than expected sales relative to production. Days sales outstanding, a measure
of Accounts Receivable turnover into cash, showed significant improvement to
65 days at June 30, 1998 from 76 days at December 31, 1997. Currently maturing
debt and short-term borrowings increased $7.8 million to $17.4 million at June
30, 1998. The impact of foreign currency translation resulting from the
strengthening of the U.S. dollar reduced working capital by $.6 million.
Total debt at June 30, 1998 was $88.8 million, an increase of $6.9 million,
primarily resulting from increased short-term borrowings for working capital
usage. The Company's existing credit availability is principally from its
United States and German credit facilities. At June 30, 1998, unused and
available credit was $37.8 million under its two 364-day United States
revolving credit lines and 25 million German Marks ($13.8 million) from its
German credit facility. Cash and cash equivalents at June 30, 1998 of $10.1
million was temporarily higher than normal operating levels, excess cash will
be used to paydown short term debt.
The Company expects that cash from operating activities plus cash balances and
available external financing will be sufficient to meet its operating,
dividend and capital requirements.
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Restructuring of Operations
- ---------------------------
In the fourth quarter of 1994, the Company recorded a restructuring
charge which includd costs associated with the closing of the Brilon-Wald,
Germany plant. As of June 30, 1998, the only incomplete aspect of that plan is
the demolition of that plant as discussions continue with parties interested in
purchasing the plant. The reserve balance for demolition, disposition and
environmental costs totaled $6.1 million at June 30, 1998 and is deemed
adequate.
Capital Expenditures and Investments
- ------------------------------------
Capital expenditures for property, plant and equipment totaled $10.5
million for the six-month period ended June 30, 1998 compared to expenditures of
$16.2 million for the same period in 1997. Investment in new information systems
accounted for $4.3 million of these expenditures while $2.7 million and $2.2
million were expended on cost reduction efforts in the United States and Europe,
respectively. Total capital expenditures are currently expected to be $22.0 to
$24.0 million for the year 1998.
The 1997 cash flow for purchase of businesses reflects $.5 million relating to a
purchase price adjustment for Advanced Separation Technologies Incorporated.
Year 2000
- ---------
The Company is engaged in a program to modernize and replace its
computerized production control and management information systems. Although not
the primary purpose of the program, the new systems are scheduled to be in place
by mid-1999 and are expected to be Year 2000 compliant. A task force has been
established to identify other potential areas related to Year 2000 compliance.
This task force is currently reviewing all of the Company's worldwide
manufacturing processes which use computers or other microprocessor-based
devices for monitoring and control. This project, including any required
actions, will be completed during the third quarter of 1999. Based on
information available at this time, management believes that the incremental
costs associated with achieving Year 2000 compliance will not be material to the
operating results.
Discussion of the Company's efforts and management's expectations relating to
Year 2000 compliance are forward-looking statements; therefore, actual results
to achieve Year 2000 compliance may differ from those suggested herein.
New Accounting Pronouncements
- -----------------------------
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which establishes standards for the way
companies report information about operating segments in annual financial
statements and requires disclosure of selected information about operating
segments in interim financial reports
- 10 -
issued to shareholders. The Statement also establishes standards for related
disclosures about products and services, geographic areas and major customers.
The Statement requires companies to report financial and descriptive information
about its reportable operating segments for periods beginning after December 15,
1997. The Company is currently identifying its reportable segments and expects
to adopt the Statement and disclose segment information in the annual report for
the year ending December 31, 1998. Adoption of the Statement is expected to
impact only financial statement disclosures.
Other Matters
- -------------
In a press release dated February 19, 1998, the Company announced the
engagement of Morgan Stanley & Co. to explore alternatives by which shareholder
value might be enhanced. Subsequent to that date, Morgan Stanley & Co. has
initiated contact with parties who have expressed an interest in acquiring or
merging with the Company and discussions with them are underway.
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PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
The annual meeting of stockholders was held April 21, 1998. In
connection with the meeting, proxies were solicited pursuant to the
Securities Exchange Act. The following are the voting results on
proposals considered and voted upon at the meeting, all of which were
described in the proxy statement.
1. The nominees for directors listed in the proxy statement were
elected.
Votes For Votes Withheld
--------- --------------
Robert W. Cruickshank 32,364,888 3,116,939
Arthur L. Goeschel 32,346,238 3,135,589
Thomas A. McConomy 32,372,476 3,109,351
The following directors continued in office after the meeting:
Class of 1999
-------------
Nick H. Prater
Seth E. Schofield
Harry H. Weil
Robert L. Yohe
Votes Votes Votes
For Against Abstained
---------- ---------- ---------
2. The proposal to declassify
the Board of Directors and
require their election
annually was defeated. 9,566,154 20,969,759 212,119
3. The proposal to arrange for
the prompt sale of the
Company to the highest
bidder was defeated. 4,454,344 25,859,987 433,701
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits
None
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the quarter ended June 30,
1998.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CALGON CARBON CORPORATION
-------------------------
(REGISTRANT)
Date: August 3, 1998 By /s/William P. Mooney
-----------------------------
William P. Mooney
Senior Vice President and
Chief Financial Officer
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