SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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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 November 5, 2004 was 10,093,315.
GENTEK INC.
FORM 10-Q
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
INDEX
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Page No. |
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| PART I. FINANCIAL INFORMATION: |
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Item 1. |
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Financial Statements |
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1 | |||
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Consolidated Balance Sheets – September 30, 2004 and December 31, 2003 |
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Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2004 and 2003 |
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4-11 | |||
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12-21 |
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Item 3. |
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21 | |
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Item 4. |
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21-22 | |
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| PART II. OTHER INFORMATION: |
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Item 1. |
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23 | |
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Item 2. |
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23 | |
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Item 3. |
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23 | |
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Item 4. |
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23 | |
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Item 5. |
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Item 6. |
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23-26 | |
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27 | |||||
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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Nine
Months |
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Nine
Months |
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Net revenues |
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$ |
231,293 |
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$ |
191,256 |
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$ |
625,813 |
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$ |
593,286 |
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Cost of sales |
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199,413 |
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154,034 |
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534,936 |
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494,278 |
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Selling, general and administrative expense |
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20,464 |
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22,781 |
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64,193 |
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66,766 |
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Restructuring and impairment charges |
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2,288 |
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409 |
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9,332 |
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25,070 |
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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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9,128 |
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14,032 |
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32,192 |
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7,172 |
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Interest expense (contractual interest for the three and nine month periods ended September 30, 2003 was $17,030 and $51,870, respectively) |
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686 |
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326 |
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7,811 |
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740 |
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Interest income |
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224 |
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110 |
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399 |
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278 |
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Reorganization items |
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— |
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20,652 |
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— |
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54,618 |
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Other (income) expense, net |
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12,433 |
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838 |
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11,363 |
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(4,212 |
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Income (loss) from continuing operations before income taxes |
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(3,767 |
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(7,674 |
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13,417 |
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(43,696 |
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Income tax provision |
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470 |
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952 |
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8,494 |
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6,197 |
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Income (loss) from continuing operations |
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(4,237 |
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(8,626 |
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4,923 |
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(49,893 |
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Income from discontinued operations (net of tax of $1,960, $87,526, $45 and $(1,431) for the three and nine month periods ended September 30, 2004 and 2003, respectively) |
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(1,056 |
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3,845 |
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189,707 |
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6,409 |
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Net income (loss) |
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$ |
(5,293 |
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(4,781 |
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$ |
194,630 |
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$ |
(43,484 |
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Income (loss) per common share – basic: |
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Income (loss) from continuing operations |
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$ |
(.42 |
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$ |
(.34 |
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$ |
.49 |
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$ |
(1.95 |
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Income (loss) from discontinued operations |
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(.11 |
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.15 |
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18.97 |
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.25 |
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Net income (loss) |
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$ |
(.53 |
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$ |
(.19 |
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$ |
19.46 |
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$ |
(1.70 |
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Income (loss) per common share – assuming dilution: |
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Income (loss) from continuing operations |
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$ |
(.42 |
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$ |
(.34 |
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$ |
.49 |
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$ |
(1.95 |
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Income (loss) from discontinued operations |
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(.11 |
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.15 |
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18.96 |
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.25 |
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Net income (loss) |
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$ |
(.53 |
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$ |
(.19 |
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$ |
19.45 |
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$ |
(1.70 |
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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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September 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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$ |
50,746 |
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$ |
26,646 |
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| Receivables, net |
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135,075 |
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104,281 |
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| Inventories |
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76,466 |
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62,455 |
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| Deferred income taxes |
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21,165 |
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18,958 |
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| Other current assets |
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9,525 |
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14,541 |
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| Total current assets |
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292,977 |
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226,881 |
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| Property, plant and equipment, net |
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281,163 |
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294,114 |
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| Goodwill |
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153,839 |
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153,799 |
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| Intangible assets |
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72,582 |
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73,214 |
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| Deferred income taxes |
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405 |
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10,543 |
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| Assets held for sale |
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— |
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282,096 |
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| Other assets |
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20,755 |
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26,162 |
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| Total assets |
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$ |
821,721 |
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$ |
1,066,809 |
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| LIABILITIES AND EQUITY |
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| Current liabilities: |
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| Accounts payable |
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$ |
57,128 |
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$ |
28,310 |
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| Accrued liabilities |
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72,312 |
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105,926 |
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| Current portion of long-term debt |
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1,333 |
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338 |
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| Total current liabilities |
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130,773 |
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134,574 |
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| Long-term debt |
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4,205 |
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250,850 |
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| Pension and postretirement obligations |
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138,036 |
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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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77,234 |
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