1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarter Ended September 30, 1995 Commission File No. 0-16032 ------- Melamine Chemicals, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 64-0475913 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Highway 18 West Donaldsonville, Louisiana 70346 - -------------------------------------------------------------------------------- (Address of Principal executive offices) (Zip Code) Registrant's telephone number, including area code: (504) 473-3121 -------------- NOT APPLICABLE - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filled 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 of 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 --- --- 5,450,300 shares of Melamine Chemicals, Inc. common stock $.01 par value per share were outstanding on October 23, 1995. Registrant has no other class of common stock outstanding. (This document contains 9 sequentially numbered pages including exhibits, indices, and financial statements, notes to financial statements and schedules. The exhibit index to this document is located at page 8.) 2 Part I. Financial Information MELAMINE CHEMICALS, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, June 30, 1995 1995 ------------ ----------- ASSETS Current assets: Cash $ 6,437,912 5,458,494 Receivables: Trade (net of allowance for doubtful debts of $150,000 at September and June) 7,807,167 9,571,751 Income tax refund 312,985 401,770 Other 172,661 177,847 - ---------------------------------------------------------------------------------------------------- Total receivables 8,292,813 10,151,368 - ---------------------------------------------------------------------------------------------------- Inventories: Finished goods 3,434,000 590,000 Supplies 212,796 208,683 - ---------------------------------------------------------------------------------------------------- Total inventories 3,646,796 798,683 - ---------------------------------------------------------------------------------------------------- Prepaid expenses: Spare parts 2,489,250 2,239,262 Other 297,359 68,449 - ---------------------------------------------------------------------------------------------------- Total prepaid expenses 2,786,609 2,307,711 - ---------------------------------------------------------------------------------------------------- Deferred income taxes 1,610,161 1,610,161 - ---------------------------------------------------------------------------------------------------- Total current assets 22,774,291 20,326,417 - ---------------------------------------------------------------------------------------------------- Plant and equipment, at cost 44,634,311 43,730,930 Less accumulated depreciation 21,113,742 20,192,617 - ---------------------------------------------------------------------------------------------------- Net plant and equipment 23,520,569 23,538,313 - ---------------------------------------------------------------------------------------------------- Other assets 422,281 424,355 - ---------------------------------------------------------------------------------------------------- $ 46,717,141 44,289,085 ==================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,662,388 3,775,475 Accrued expenses 714,391 750,924 Amounts due to related parties 2,127,046 1,780,110 - ---------------------------------------------------------------------------------------------------- Total current liabilities 7,503,825 6,306,509 - ---------------------------------------------------------------------------------------------------- Deferred income taxes 6,198,532 5,888,013 Stockholders' equity: Preferred stock of $1 par value. Authorized 2,000,000 shares; none issued 0 0 Common stock of $.01 par value. Authorized 20,000,000 shares; issued and outstanding 5,450,300 at September and June 54,503 54,503 Additional paid-in capital 16,798,970 16,798,970 Retained earnings 16,161,311 15,241,090 - ---------------------------------------------------------------------------------------------------- Total stockholders' equity 33,014,784 32,094,563 - ---------------------------------------------------------------------------------------------------- $ 46,717,141 44,289,085 ==================================================================================================== See accompanying notes to consolidated financial statements. 2 3 MELAMINE CHEMICALS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) QUARTER ENDED SEPTEMBER 30, 1995 1994 ---------- --------- Net sales $ 11,057,335 9,390,789 Cost of sales 8,941,794 7,832,014 - ------------------------------------------------------------------------------------------------ Gross profit 2,115,541 1,558,775 Selling, general and administrative expenses 748,507 750,492 Research and development costs 57,263 59,373 - ------------------------------------------------------------------------------------------------ Operating profit 1,309,771 748,910 Other income (expense): Interest income 68,441 5,476 Interest expense 0 (41,448) Miscellaneous (24,946) 30,918 - ------------------------------------------------------------------------------------------------ Earnings before income taxes 1,353 743,856 Income tax expense 433,045 267,788 - ------------------------------------------------------------------------------------------------ Net earnings $ 920,221 476,068 ================================================================================================ Earnings per common share: Primary $ .17 .09 ================================================================================================ Fully diluted $ .17 .09 ================================================================================================ Weighted average shares 5,450,300 5,450,100 ================================================================================================ Dividends per common share $ 0.00 0.00 ================================================================================================ See accompanying notes to consolidated financial statements. 3 4 MELAMINE CHEMICALS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) QUARTER ENDED SEPTEMBER 30, 1995 1995 1994 --------- ---------- Cash flows from operating activities: Net earnings $ 920,221 476,068 Adjustments to reconcile net earnings to net cash provided (used) by operating activities: Depreciation 921,125 887,224 Increase in deferred income taxes 310,519 230,757 Change in assets and liabilities: Decrease (increase) in: Receivables 1,858,555 2,415,179 Inventories (2,848,113) (784,727) Prepaid expenses (478,898) (1,004,103) Increase (decrease) in: Accounts payable 886,913 223,538 Accrued expenses (36,533) 44,440 Amounts due to related parties 346,936 (253,360) - ----------------------------------------------------------------------------------------------- Cash provided by operating activities 1,880,725 2,235,016 - ----------------------------------------------------------------------------------------------- Cash flows from investing activities: Capital expenditures (903,381) (385,711) Decrease (increase) in other assets 2,074 (4,194) - ----------------------------------------------------------------------------------------------- Cash used by investing activities (901,307) (389,905) - ----------------------------------------------------------------------------------------------- Cash flows from financing activities: Repayment of note payable 0 (2,000,000) Proceeds from exercise of stock options 0 1,575 Principal payments under capital lease obligation 0 (17,498) - ----------------------------------------------------------------------------------------------- Cash used by financing activities 0 (2,015,923) - ----------------------------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 979,418 (170,812) Cash and cash equivalents at beginning of period 5,458,494 357,821 - ----------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 6,437,912 187,009 =============================================================================================== Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes $ 0 0 =============================================================================================== Interest $ 0 45,062 =============================================================================================== See accompanying notes to consolidated financial statements. 4 5 NOTES TO FINANCIAL STATEMENTS 1. INTERIM FINANCIAL STATEMENTS The consolidated financial statements for the three-month periods ended September 30, 1995 and 1994 have not been audited by independent accountants, but in the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flows at the dates and for the periods indicated have been made. Results of operations for interim periods are not necessarily indicative of results of operations for the respective full years. 2. CONTINGENCIES Various legal actions are pending against the Company which seek relief or damages including actions seeking contribution to cleaning costs of two Superfund sites by plaintiff parties identified by the United States Environmental Protection Agency. While the final outcome of these matters cannot be predicted with certainty at this time, management believes, after consulting with counsel, that the ultimate liability, if any, will not have a material effect on the consolidated financial position and results of operations of the Company. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources During the first quarter of fiscal 1996, the Company's cash position continued to improve. The cash balance increased by $979,000 since the end of fiscal 1995. This improvement was caused primarily by earnings during the first quarter. During the first quarter of fiscal 1996, the Company incurred capital expenditures of approximately $903,000. Capital expenditures are expected to total approximately $3.0 million for the year. These expenditures are expected to be funded out of operations, and any shortfall can be funded from the Company's $7.5 million lines of credit. The level of trade receivables at September 30, 1995 was lower than at June 30, 1995 because of: 1. Sales in the first quarter of fiscal 1996 were lower than in the fourth quarter of fiscal 1995; and 2. The first quarter of fiscal 1996 had a smaller percentage of sales to foreign customers where the terms tend to be longer than to domestic customers. Results of Operations The results for the three-month periods ended September 30, 1995 and 1994 follow: Quarter Ended September 30, ------------- 1995 1994 ---- ---- Sales: Millions of pounds 20.7 23.0 Average price/pound 53.4c. 40.8c. Production: Millions of pounds 27.8 25.4 Cost of sales/pound 43.2c. 34.0c. 5 6 Sales volume was less than the prior year because the Company held back the sales volume to increase the inventory level in anticipation of a maintenance shut down scheduled during the second quarter of fiscal 1996. Sales prices in the first quarter of fiscal 1995 were 31% higher than the year before and 6% higher than the immediately preceding quarter. These increases reflect the impact of improving economies worldwide. Sales prices in the next few quarters are expected to increase further but not at the same pace as during the last five fiscal quarters. The cost of sales per pound in the three-months ended September 30, 1995 was 27% higher than the same period last year. The increase was due almost entirely to higher raw material prices. Raw material prices for the second quarter of fiscal 1996 are about 10% lower than the first fiscal quarter. However, the Company's raw material supplier has indicated that raw material prices will increase the cost of production back to the first quarter level in the third and fourth quarters of fiscal 1996. The Company will attempt to offset any raw material price increases by further increasing sales prices, but the ultimate success of this effort is impossible to predict. Miscellaneous income decreased for the quarter ended September 30, 1995 as compared to the same period in the prior year. The decrease is due mainly to a currency exchange loss in fiscal 1996 as compared to a currency exchange gain in fiscal 1995. Interest expense for the three-months ended September 30, 1995 decreased as compared to the same periods in the prior year. The decrease is due to the decreased level of borrowing in fiscal 1996 as compared to fiscal 1995. Interest income increased in the first quarter of fiscal 1996 as compared to the same period in fiscal 1995. The increase is due to the increase in the cash balance in fiscal 1996 as compared to fiscal 1995. The tax rate in fiscal 1996 is expected to be 32% rather than the 36% rate in fiscal 1995. The reduction in the rate is due to the expected benefit of the Company's foreign sales corporation. An annual maintenance shut down is planned during the second quarter of fiscal 1996. It is expected that the M-II plant will be shut down for about five weeks, and the M-I plant will be shut down for about two weeks. The cost of sales is expected to increase by approximately 5c. per pound during this quarter because there will be less production pounds over which to spread fixed and semi-fixed costs. This cost of sales increase will be offset somewhat by the lower raw material cost which is expected to save about 2c. per pound. PART II - OTHER INFORMATION Item 1. Legal Proceedings There have been no material developments during the quarter ended September 30, 1995. Item 6. Exhibits and reports on Form 8-K. A. Page 8 of this report is the index for those exhibits required to be filed as part of this report. B. A Form 8-K was filed on October 16, 1995 with the press release announcing results of operation for the first quarter of fiscal 1996. 6 7 SIGNATURES Pursuant to the requirements of the Securities Exchange act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Melamine Chemicals, Inc. ----------------------------------------- (Registrant) Date: October 23, 1995 /s/ Fred Huber ----------------------------------------- Fred Huber President & Chief Executive Officer Date: October 23, 1995 /s/ Wayne D. DeLeo ----------------------------------------- Wayne D. DeLeo Vice President & Chief Financial Officer 7 8 EXHIBIT INDEX Exhibit Number - ------ 11 Statement re Computation of Per Share Earnings 27 Financial Data Schedule 8