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, 1996 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 --- --- 5,455,300 shares of Melamine Chemicals, Inc. common stock $.01 par value per share were outstanding on October 21, 1996. 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, 1996 1996 ------------- -------------- ASSETS Current assets: Cash $ 7,523,587 5,529,644 Receivables: Trade (net of allowance for doubtful debts of $150,000 at September and June) 11,654,603 12,170,229 Income tax refund 0 24,877 Other 160,518 167,373 - ---------------------------------------------------------------------------------------------------- Total receivables 11,815,121 12,362,479 - ---------------------------------------------------------------------------------------------------- Inventories: Finished goods 2,668,000 2,225,000 Supplies 262,089 288,300 - ---------------------------------------------------------------------------------------------------- Total inventories 2,930,089 2,513,300 - ---------------------------------------------------------------------------------------------------- Prepaid expenses: Spare parts 2,372,654 2,357,090 Other 699,046 1,410 - ---------------------------------------------------------------------------------------------------- Total prepaid expenses 3,071,700 2,358,500 - ---------------------------------------------------------------------------------------------------- Deferred income taxes 1,522,315 1,522,315 - ---------------------------------------------------------------------------------------------------- Total current assets 26,862,812 24,286,238 - ---------------------------------------------------------------------------------------------------- Plant and equipment, at cost 46,966,019 46,860,949 Less accumulated depreciation 25,142,349 24,082,467 - ---------------------------------------------------------------------------------------------------- Net plant and equipment 21,823,670 22,778,482 - ---------------------------------------------------------------------------------------------------- Other assets 74,615 78,073 - ---------------------------------------------------------------------------------------------------- $ 48,761,097 47,142,793 ==================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,756,226 3,175,843 Accrued expenses 1,228,226 1,518,082 Amounts due to related parties 1,117,129 1,227,711 - ---------------------------------------------------------------------------------------------------- Total current liabilities 6,101,581 5,921,636 - ---------------------------------------------------------------------------------------------------- Deferred income taxes 6,756,746 6,371,250 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 5,455,300 at September and June 54,553 54,553 Additional paid-in capital 16,823,920 16,823,920 Retained earnings 19,024,297 17,971,434 - ---------------------------------------------------------------------------------------------------- Total stockholders' equity 35,902,770 34,849,907 - ---------------------------------------------------------------------------------------------------- $ 48,761,097 47,142,793 ==================================================================================================== See accompanying notes to consolidated financial statements. 2 3 MELAMINE CHEMICALS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Quarter Ended September 30, 1996 1995 --------------- ----------------- Net sales $ 15,356,718 11,057,335 Cost of sales 12,974,553 8,941,794 - --------------------------------------------------------------------------------------------------- Gross profit 2,382,165 2,115,541 Selling, general and administrative expenses 868,257 748,507 Research and development costs 63,825 57,263 - --------------------------------------------------------------------------------------------------- Operating profit 1,450,083 1,309,771 Other income (expense): Interest income 92,395 68,441 Miscellaneous 5,850 (24,946) - --------------------------------------------------------------------------------------------------- Earnings before income taxes 1,548,328 1,353,266 Income tax expense 495,465 433,045 - --------------------------------------------------------------------------------------------------- Net earnings $ 1,052,863 920,221 =================================================================================================== Earnings per common share: Primary $ .19 .17 =================================================================================================== Fully diluted $ .19 .17 =================================================================================================== Weighted average shares outstanding 5,455,300 5,450,300 =================================================================================================== 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, 1996 1995 ------------- ------------- Cash flows from operating activities: Net earnings $ 1,052,863 920,221 Adjustments to reconcile net earnings to net cash provided (used) by operating activities: Depreciation 1,059,882 921,125 Increase in deferred income taxes 385,496 310,519 Change in assets and liabilities: Decrease (increase) in: Receivables 547,358 1,858,555 Inventories (416,789) (2,848,113) Prepaid expenses (713,200) (478,898) Increase (decrease) in: Accounts payable 580,383 886,913 Accrued expenses (289,856) (36,533) Amounts due to related parties (110,582) 346,936 - --------------------------------------------------------------------------------------- Cash provided by operating activities 2,095,555 1,880,725 - --------------------------------------------------------------------------------------- Cash flows from investing activities: Capital expenditures (105,070) (903,381) `ecrease in other investing activities 3,458 2,074 - --------------------------------------------------------------------------------------- Cash used by investing activities (101,612) (901,307) - --------------------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 1,993,943 979,418 Cash and cash equivalents at beginning of period 5,529,644 5,458,494 - --------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 7,523,587 6,437,912 ======================================================================================= Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes $ 64,711 0 ======================================================================================= Interest $ 0 0 ======================================================================================= See accompanying notes to consolidated financial statements. 4 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. INTERIM FINANCIAL STATEMENTS The consolidated financial statements for the three-month periods ended September 30, 1996 and 1995 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 an action seeking contribution to cleaning costs of a Superfund site 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 1997, the Company's cash position continued to improve. The cash balance has increased by almost $2 million since the end of fiscal 1996. This improvement was caused primarily by earnings and depreciation being a non-cash expense. During the first quarter of fiscal 1997, the Company incurred capital expenditures of only approximately $105,000. Capital expenditures are expected to total approximately $2.0 million for the year. These capital 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. During the first quarter of fiscal 1997, the amount of other prepaid expenses increased by almost $700,000. The increase is attributable to the timing of payments for certain items such as insurance. Because of the relatively low inventory level and the scheduled maintenance shut down, the Company purchased approximately 2.3 millions pounds of melamine from a competitor at essentially the same price it was selling product to its customers. In addition, the Company is committed to purchase an additional 1.0 million pounds during the second quarter of fiscal 1997 at the approximate price that it is to be sold to its customer. Results of Operations The results for the three-month periods ended September 30, 1996 and 1995 follow: Quarter Ended September 30, ----------------- 1996 1995 ---- ---- Sales: Millions of pounds 28.7 20.7 Average price/pound 53.4(cent) 53.4(cent) Production: Millions of pounds 27.4 27.8 Cost of sales/pound 45.1 43.2(cent) 5 6 Sales volume for the first quarter of fiscal 1997 increased by 38% as compared to the same period in fiscal 1996. The increase was due mainly to two factors: 1. Fiscal 1997 reflects a continuing strong market for melamine worldwide; and 2. Fiscal 1996 volume was low because the Company held back sales volume to increase inventory in anticipation of a maintenance shut down scheduled for the second quarter. The cost of sales per pound in the three-months ended September 30, 1996 was almost 2(cent) per pound higher than in the same period last year. The increase was due to: 1. Natural gas prices were 49% higher than the prior year and increased cost of sales by 1.1(cent)per pound; and 2. Increased maintenance cost and depreciation expense accounted for most of the remaining cost increase. Selling, general and administrative expenses increased by 16% in the first quarter of fiscal 1997 as compared to the first quarter of fiscal 1996. The increase was due mostly to increased salary levels and increased travel cost. During the first quarter of fiscal 1997, the Company ended its association with its sales agent in Europe and appointed a new agent to act on its behalf in Europe. In this connection, Company personnel traveled extensively in Europe, visiting its customers to assist in the transition from one agent to another. Historically, the Company has taken one planned maintenance shut down in the first or second quarter of each fiscal year. These shut downs generally last between 2 - 3 weeks. During fiscal 1997, the Company has decided to take two planned shut downs of shorter duration. In July 1996, the Company took a maintenance shutdown of eight days and plans to take another short shut down in the third or fourth fiscal quarter of fiscal 1997. PART II - OTHER INFORMATION Item 1. Legal Proceedings There have been no material developments during the quarter ended September 30, 1996. Item 6. Exhibits and reports on Form 8-K. A. Page 7 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 14, 1996 with the press release announcing results of operation for the first quarter of fiscal 1997. 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 21, 1996 /s/ Fred Huber ---------------------------------------- Fred Huber President & Chief Executive Officer Date: October 21, 1996 /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