SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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(Mark One) |
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
For the transition period from ________ to ________
Commission File Number 001-14789
GENTEK INC.
(Exact name of registrant as specified in its charter)
| Delaware (State of other jurisdiction of incorporation or organization) |
02-0505547 (I.R.S. Employer Identification Number) |
| 90 East Halsey Road Parsippany, New Jersey (Address of principal executive offices) |
07054 (Zip Code) |
(973) 515-3221
(Registrant’s telephone number, including area code)
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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X
Applicable to issuers involved in bankruptcy proceedings during the preceding five years:
Indicate by checkmark 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 X No
The number of outstanding shares of the Registrant’s Common Stock as of August 9, 2004 was 10,108,315.
GENTEK INC.
FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 2004
INDEX
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Page No. |
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| PART I. FINANCIAL INFORMATION: |
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Item 1. Financial Statements |
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Consolidated Statements of Operations – Three Months and Six Months Ended June 30, 2004 and 2003 |
1 |
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Consolidated Balance Sheets – June 30, 2004 and December 31, 2003 |
2 |
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Consolidated Statements of Cash Flows – Six Months Ended June 30, 2004 and 2003 |
3 |
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| 4-11 | |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12-20 |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
20 |
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| 20-21 | |
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| PART II. OTHER INFORMATION: |
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| 22-23 | |
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| 23 | |
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| 23 | |
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| 23-24 | |
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| 24 | |
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| 24-27 | |
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| 28 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
GENTEK
INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
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Successor |
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Predecessor |
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Successor |
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Predecessor |
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Three
Months |
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Three
Months |
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Six
Months |
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Six
Months |
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Net revenues |
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$ |
201,590 |
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$ |
204,982 |
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$ |
394,520 |
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$ |
402,030 |
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Cost of sales |
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172,262 |
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170,912 |
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335,523 |
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340,244 |
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Selling, general and administrative expense |
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22,244 |
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23,039 |
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43,729 |
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43,985 |
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Restructuring and impairment charges |
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6,072 |
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— |
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7,044 |
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24,661 |
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Pension curtailment gain |
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— |
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— |
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14,840 |
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— |
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Operating profit (loss) |
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1,012 |
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11,031 |
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23,064 |
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(6,860 |
) |
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Interest expense (contractual interest for the three and six month periods ended June 30, 2003 was $17,019 and $34,298, respectively) |
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2,686 |
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345 |
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7,125 |
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414 |
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Interest income |
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91 |
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100 |
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175 |
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168 |
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Reorganization items |
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— |
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24,832 |
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— |
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33,966 |
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Other (income) expense, net |
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564 |
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(3,069 |
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(1,070 |
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(5,050 |
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Income (loss) from continuing operations before income taxes |
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(2,147 |
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(10,977 |
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17,184 |
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(36,022 |
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Income tax provision (benefit) |
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(316 |
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1,516 |
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8,024 |
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5,245 |
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Income (loss) from continuing operations |
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(1,831 |
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(12,493 |
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9,160 |
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(41,267 |
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Income from discontinued operations (net of tax of $83,132, $85,566, $221 and $(1,476) for the three and six month periods ended June 30, 2004 and 2003, respectively) |
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186,949 |
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2,699 |
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190,763 |
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2,564 |
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Net income (loss) |
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$ |
185,118 |
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$ |
(9,794 |
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$ |
199,923 |
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$ |
(38,703 |
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Income (loss) per common share – basic: |
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Income (loss) from continuing operations |
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$ |
(.18 |
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$ |
(.49 |
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$ |
.92 |
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$ |
(1.61 |
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Income from discontinued operations |
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18.69 |
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.11 |
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19.08 |
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.10 |
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Net income (loss) |
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$ |
18.51 |
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$ |
(.38 |
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$ |
19.99 |
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$ |
(1.51 |
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Income (loss) per common share – assuming dilution: |
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Income (loss) from continuing operations |
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$ |
(.18 |
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$ |
(.49 |
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$ |
.92 |
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$ |
(1.61 |
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Income from discontinued operations |
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18.67 |
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.11 |
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19.06 |
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.10 |
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Net income (loss) |
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$ |
18.49 |
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$ |
(.38 |
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$ |
19.98 |
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$ |
(1.51 |
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See the accompanying notes to the consolidated financial statements.
-1-
GENTEK
INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(unaudited)
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Successor |
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June 30, |
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December 31, |
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| ASSETS |
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| Current assets: |
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| Cash and cash equivalents |
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$ |
39,064 |
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$ |
26,646 |
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| Receivables, net |
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119,321 |
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104,281 |
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| Inventories |
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67,903 |
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62,455 |
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| Deferred income taxes |
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18,948 |
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18,958 |
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| Other current assets |
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11,241 |
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14,541 |
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| Total current assets |
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256,477 |
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226,881 |
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| Property, plant and equipment, net |
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285,669 |
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294,114 |
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| Goodwill |
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154,944 |
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154,011 |
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| Intangible assets |
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73,937 |
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73,458 |
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| Deferred income taxes |
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3,305 |
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10,543 |
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| Assets held for sale |
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— |
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281,852 |
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| Other assets |
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34,068 |
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26,162 |
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| Total assets |
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$ |
808,400 |
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$ |
1,067,021 |
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| LIABILITIES AND EQUITY |
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| Current liabilities: |
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| Accounts payable |
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$ |
35,124 |
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$ |
28,310 |
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| Accrued liabilities |
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75,781 |
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105,926 |
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| Current portion of long-term debt |
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463 |
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338 |
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| Total current liabilities |
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111,368 |
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134,574 |
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| Long-term debt |
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4,226 |
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250,850 |
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| Pension and postretirement obligations |
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138,459 |
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157,895 |
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| Liabilities of businesses held for sale |
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— |
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167,246 |
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| Other liabilities |
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78,318 |
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71,639 |
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| Total liabilities |
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332,371 |
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782,204 |
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| Contingently redeemable warrants |
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— |
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6,030 |
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| Equity: |
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| Preferred Stock, $.01 par value; authorized: 10,000,000 shares; none issued or outstanding |
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— |
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— |
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| Common Stock, no par value; authorized: 100,000,000 shares; issued: 10,108,315 and 10,000,000 shares at June 30, 2004 and December 31, 2003, respectively |
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268,793 |
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268,084 |
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| Warrants |
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8,361 |
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8,361 |
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| Accumulated other comprehensive income |
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195 |
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1,250 |
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| Retained earnings |
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198,680 |
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1,092 |
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| Total equity |
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476,029 |
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278,787 |
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| Total liabilities and equity |
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$ |
808,400 |
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$ |
1,067,021 |
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See the accompanying notes to the consolidated financial statements.
-2-
GENTEK
INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
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Successor |
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Predecessor |
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Six
Months |
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Six
Months |
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| Cash flows from operating activities: |
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| Net income (loss) |
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$ |
199,923 |
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$ |
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