UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | |
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2004 |
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OR |
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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Commission File Number 1-9753
GEORGIA GULF CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE (State or other jurisdiction of incorporation or organization) |
58-1563799 (I.R.S. Employer Identification No.) |
|
400 Perimeter Center Terrace, Suite 595, Atlanta, Georgia (Address of principal executive offices) |
30346 (Zip Code) |
Registrant's telephone number, including area code: (770) 395-4500
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Class |
Outstanding as of 7/28/2004 |
|
|---|---|---|
| Common Stock, $0.01 par value | 33,101,540 |
GEORGIA GULF CORPORATION FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 2004
INDEX
| |
Page Number |
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|---|---|---|---|---|
| PART I. FINANCIAL INFORMATION | ||||
Item 1. Financial Statements |
1 |
|||
| Condensed Consolidated Balance Sheets | 1 | |||
| Condensed Consolidated Statements of Income | 2 | |||
| Condensed Consolidated Statements of Cash Flows | 3 | |||
| Notes to Condensed Consolidated Financial Statements | 4 | |||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
20 |
|||
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
27 |
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Item 4. Controls and Procedures |
27 |
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PART II. OTHER INFORMATION |
||||
Item 1. Legal Proceedings |
28 |
|||
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
28 |
|||
Item 4. Submission of Matters to a Vote of Security Holders |
28 |
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Item 6. Exhibits and Reports on Form 8-K |
29 |
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SIGNATURES |
31 |
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PART I. FINANCIAL INFORMATION.
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| In thousands |
June 30, 2004 |
December 31, 2003 |
|||||
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Cash and cash equivalents | $ | 24,083 | $ | 1,965 | |||
| Receivables, net of allowance for doubtful accounts of $4,450 in 2004 and 2003 | 99,911 | 86,914 | |||||
| Inventories | 149,482 | 124,616 | |||||
| Prepaid expenses | 3,073 | 7,043 | |||||
| Deferred income taxes | 8,368 | 8,368 | |||||
| Total current assets | 284,917 | 228,906 | |||||
| Property, plant and equipment, net | 441,253 | 460,808 | |||||
| Goodwill | 77,720 | 77,720 | |||||
| Other assets | 89,752 | 89,351 | |||||
| Total assets | $ | 893,642 | $ | 856,785 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||||||
| Current portion of long-term debt | $ | 600 | $ | 1,000 | |||
| Accounts payable | 180,628 | 135,680 | |||||
| Interest payable | 1,817 | 1,812 | |||||
| Income taxes payable | 248 | | |||||
| Accrued compensation | 14,209 | 15,058 | |||||
| Other accrued liabilities | 12,007 | 9,614 | |||||
| Total current liabilities | 209,509 | 163,164 | |||||
| Long-term debt, net of current portion | 361,872 | 426,872 | |||||
| Deferred income taxes | 122,495 | 122,617 | |||||
| Other non-current liabilities | 11,801 | 7,693 | |||||
| Commitments and contingencies (note 6) | |||||||
| Stockholders' equity | 187,965 | 136,439 | |||||
| Total liabilities and stockholders' equity | $ | 893,642 | $ | 856,785 | |||
| Common shares outstanding | 33,100 | 32,736 | |||||
See accompanying notes to condensed consolidated financial statements.
1
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands, except per share data |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
||||||||||||
| Net sales | $ | 522,272 | $ | 359,119 | $ | 1,018,959 | $ | 723,128 | |||||||
| Operating costs and expenses: | |||||||||||||||
| Cost of sales | 454,683 | 324,225 | 900,471 | 667,052 | |||||||||||
| Selling, general and administrative expenses | 13,991 | 12,047 | 28,761 | 25,953 | |||||||||||
| Total operating costs and expenses | 468,674 | 336,272 | 929,232 | 693,005 | |||||||||||
| Operating income | 53,598 | 22,847 | 89,727 | 30,123 | |||||||||||
| Interest expense, net | (6,213 | ) | (9,664 | ) | (12,482 | ) | (19,556 | ) | |||||||
| Income before income taxes | 47,385 | 13,183 | 77,245 | 10,567 | |||||||||||
| Provision for income taxes | 17,652 | 4,743 | 28,775 | 3,802 | |||||||||||
| Net income | $ | 29,733 | $ | 8,440 | $ | 48,470 | $ | 6,765 | |||||||
| Earnings per share: | |||||||||||||||
| Basic | $ | .91 | $ | .26 | $ | 1.48 | $ | .21 | |||||||
| Diluted | $ | .90 | $ | .26 | $ | 1.47 | $ | .21 | |||||||
| Weighted average common shares: | |||||||||||||||
| Basic | 32,799 | 32,232 | 32,704 | 32,220 | |||||||||||
| Diluted | 33,215 | 32,420 | 33,070 | 32,404 | |||||||||||
See accompanying notes to condensed consolidated financial statements.
2
GEORGIA GULF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
Six Months Ended June 30, |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In thousands |
||||||||||
| 2004 |
2003 |
|||||||||
| Cash flows from operating activities: | ||||||||||
| Net income | $ | 48,470 | $ | 6,765 | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||
| Depreciation and amortization | 31,815 | 31,979 | ||||||||
| Deferred income taxes | (122 | ) | (1,350 | ) | ||||||
| Tax benefit related to stock plans | 1,336 | 444 | ||||||||
| Stock based compensation | 1,893 | 702 | ||||||||
| Change in operating assets, liabilities and other | 12,955 | (57,257 | ) | |||||||
| Net cash provided by (used in) operating activities | 96,347 | (18,717 | ) | |||||||
| Cash flows used in investing activities: | ||||||||||
| Capital expenditures | (8,859 | ) | (11,055 | ) | ||||||
| Cash flows from financing activities: | ||||||||||
| Net change in revolving line of credit | | 31,000 | ||||||||
| Debt payments related to asset securitization | (35,000 | ) | | |||||||
| Other long term debt payments | (30,400 | ) | (300 | ) | ||||||
| Proceeds from issuance of common stock | 5,909 | 198 | ||||||||
| Purchase and retirement of common stock | (603 | ) | (245 | ) | ||||||
| Dividends paid | (5,276 | ) | (5,189 | ) | ||||||
| Net cash (used in) provided by financing activities | (65,370 | ) | 25,464 | |||||||
| Net change in cash and cash equivalents | 22,118 | (4,308 | ) | |||||||
| Cash and cash equivalents at beginning of period | 1,965 | 8,019 | ||||||||
| Cash and cash equivalents at end of period | $ | 24,083 | $ | 3,711 | ||||||
See accompanying notes to condensed consolidated financial statements.
3
GEORGIA GULF CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying financial statements do reflect all the adjustments that, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the interim periods reported. Such adjustments are of a normal, recurring nature. Certain reclassifications of prior period amounts have been made to conform to current period presentations. Our operating results for the period ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.
These financial statements should be read in conjunction with the audited financial statements and notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003. There have been no material changes in the accounting policies followed by us during fiscal year 2004.
NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS
In December 2003, the Financial Accounting Standards Board (FASB) issued revised Statement of Financial Accounting Standards (SFAS) No. 132 "Employers' Disclosures about Pensions and Other Postretirement Benefits." This Statement retains the disclosures required by SFAS No. 132, which standardized the disclosure requirements for pensions and other postretirement benefits to the extent practicable and required additional information on changes in the benefit obligations and fair values of plan assets. Under revised SFAS No. 132, additional disclosures of the types of plan assets, investment strategy, measurement dates, plan obligations, cash flows, and components of net periodic benefit cost recognized during interim periods are required. This Statement is effective for financial statements with fiscal years ending after December 15, 2003. We have adopted revised SFAS No. 132 and included the additional disclosures in note 11 to our condensed consolidated financial statements.
NOTE 3: ACCOUNTS RECEIVABLE SECURITIZATION
We have an agreement pursuant to which we sell an undivided percentage ownership interest in a defined pool of our trade receivables on a revolving basis through a wholly owned subsidiary to a third party (the "Securitization"). As collections reduce accounts receivable included in the pool, we sell ownership interests in new receivables to bring the ownership interests sold up to $135.0 million, as permitted by the Securitization. Prior to May 27, 2004, the Securitization permitted the sale of $100.0 million. At June 30, 2004 and December 31, 2003, the unpaid balance of accounts receivable in the defined pool was approximately $250.4 million and $192.3 million, respectively.
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NOTE 4: INVENTORIES
The major classes of inventories were as follows:
| In thousands |
June 30, 2004 |
December 31, 2003 |
||||
|---|---|---|---|---|---|---|
| Raw materials and supplies | $ | 64,818 | $ | 42,851 | ||
| Finished goods | 84,664 | 81,765 | ||||
| $ | 149,482 | $ | 124,616 | |||
NOTE 5: LONG-TERM DEBT
Long-term debt consisted of the following:
| In thousands |
June 30, 2004 |
December 31, 2003 |
|||||
|---|---|---|---|---|---|---|---|
| Senior credit facility: | |||||||
| Tranche D term loan | $ | 134,600 | $ | 200,000 | |||
| 7.625% notes due 2005 | 100,000 | 100,000 | |||||
| 7.125% notes due 2013 | 100,000 | 100,000 | |||||
| Other | 27,872 | 27,872 | |||||
| Total debt | 362,472 | 427,872 | |||||
| Less current portion | 600 | 1,000 | |||||
| Long-term debt | $ | 361,872 | $ | 426,872 | |||
NOTE 6: COMMITMENTS AND CONTINGENCIES
Purchase Commitments. We have certain long-term take-or-pay raw material purchase agreements with fixed and variable payments. Under these contracts we were required to prepay a certain portion of the fixed and determinable costs, which we have capitalized as a prepaid manufacturing cost in other assets of $36.5 million and $35.7 million as of June 30, 2004 and December 31, 2003, respectively, in the accompanying condensed consolidated balance sheets. We amortize these prepaid manufacturing costs based on the physical delivery of the products from the manufacturer. We analyze the recoverability of these prepaid manufacturing costs based on the creditworthiness of the manufacturer and the performance under the terms of the contract. In addition, these purchase commitments are at prices not in excess of market prices for the products. These commitments are designed to assure a source of supply and are not in excess of our normal manufacturing requirements. We have historically taken physical delivery of the products under these long-term supply agreements and intend to take physical delivery over the contract term. Therefore, we account for them under the normal purchase provision of SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" and its amendments.
We also have other long-term supply contracts for raw materials, which are at prices not in excess of market, designed to assure a source of supply and are not expected to be in excess of our normal manufacturing operations requirements. Historically, we have taken physical delivery under these contracts and we intend to take physical delivery in the future. Therefore, at inception we designate these contracts as normal purchase agreements and account for them under the normal purchase provisions of SFAS No. 133.
Legal Proceedings. We are a party to numerous individual and several class-action lawsuits filed against the company, among other parties, arising out of an incident that occurred in September 1996 in which workers were exposed to a chemical substance on our premises in Plaquemine, Louisiana. The
5
substance was later identified to be a form of mustard agent, which occurred as a result of an unforeseen chemical reaction. All of the actions claim one or more forms of compensable damages, including past and future wages, past and future physical and emotional pain and suffering. The lawsuits were originally filed in Louisiana state court in Iberville Parish.
In September 1998, the state court trial judge granted the plaintiffs' motion permitting the filing of amended petitions that added the additional allegations that we had engaged in intentional conduct against the plaintiffs. Amended petitions making such allegations were filed. Our two insurers notified us that they were reserving their rights to deny coverage to the extent liability could be established due to such intentional conduct in accordance with their insurance policies. We disputed the insurers' reservation of rights. In December 1998, as required by the terms of the insurance policies, each insurer demanded arbitration of the issue of the insurers' duties relating to the intentional conduct allegations. As a result of the arbitrations relating to the insurance issue, as permitted by federal statute, the insurers removed the cases to United States District Court in December 1998.
Following the above removal of these actions and unsuccessful attempts by plaintiffs to remand the cases, in 1999 we were able to settle the claims of all but two worker plaintiffs (and their collaterals) who had filed suit prior to removal. These settlements included the vast majority of those claimants believed to be the most seriously injured. No further legal proceedings are required relating to these settled cases. Negotiations regarding the remaining claims of the two worker plaintiffs are ongoing.
Following these settlements, we were sued by approximately 400 additional plaintiff workers (and their collaterals) who claim that they were injured as a result of the incident. In 2001 after negotiation, including a mediation, we reached an agreement for the settlement of these additional claims. This settlement, which is on a class basis, will resolve the claims of all workers who claim to have been exposed and injured as a result of the incident other than those workers who opt out of the class settlement. We are aware of two worker plaintiffs and several collaterals who have filed suit in state court who have opted not to participate in the class settlement, as well as the two worker plaintiffs whose claims are pending in federal court (see discussion above). Based on the present status of the proceedings, we believe the liability ultimately imposed on us will not have a material effect on our financial position or results of operations.
Many of the workers injured in this accident were employed by contractors we hired to perform various services on our site. Under the contracts for services, the contractors agreed to hold us harmless and indemnify us for amounts we were required to pay for personal injuries to their workers. During the course of this litigation, we had made demands for the contractors to reimburse us for damage amounts we had paid to their employees. In August 2003, we recovered $3.1 million as reimbursement for amounts paid by us to one contractor's employees. We continue to pursue additional repayments from other contractors, but we do not believe any future recoveries will be material.
We are currently negotiating with the Louisiana Department of Environmental Quality to reach a global settlement that combines several pending enforcement matters relating to the operation of production facilities in Lake Charles and Plaquemine, Louisiana. These proceedings allege violations due to unauthorized episodic releases, exceedences of permitted emission rates, exceedences of authorized emissions limitations, and allege violation of leak detection and repair requirements. We believe that if a global settlement is reached, the total penalty for the pending matters described above, when grouped together, will exceed $100,000, but will not have a material effect on our financial position or on our results of operations.
In addition, we are subject to other claims and legal actions that arise in the ordinary course of business. We believe that the ultimate liability, if any, with respect to these other claims and legal actions will not have a material effect on our financial position or results of operations.
6
Environmental Regulation. Our operations are subject to increasingly stringent federal, state and local laws and regulations relating to environmental quality. These regulations, which are enforced principally by the United States Environmental Protection Agency and comparable state agencies, govern the management of solid hazardous waste, emissions into the air and discharges into surface and underground waters, and the manufacture of chemical substances.
There are several serious environmental issues concerning the vinyl chloride monomer (VCM) facility we acquired from CONDEA Vista Company (now Sasol North America, Inc.) at Lake Charles, Louisiana. Substantial investigation of the groundwater at the site has been conducted, and groundwater contamination was first identified in 1981. Groundwater remediation through the installation of groundwater recovery wells began in 1984. The site currently contains about 90 monitoring wells and 18 recovery wells. Investigation to determine the full extent of the contamination is ongoing. It is possible that offsite groundwater recovery will be required, in addition to groundwater monitoring. Soil remediation could also be required.
Investigations are currently underway by federal environmental authorities concerning contamination of an estuary near the Lake Charles VCM facility we acquired known as the Calcasieu Estuary. It is likely that this estuary will be listed as a Superfund site and be the subject of a natural resource damage recovery claim. It is estimated that there are about 200 potentially responsible parties associated with the estuary contamination. CONDEA Vista is included among these parties with respect to its Lake Charles facilities, including the VCM facility we acquired. The estimated cost for investigation and remediation of the estuary is unknown and could be quite costly. Also, Superfund statutes may impose joint and several liability for the cost of investigations and remedial actions on any company that generated the waste, arranged for disposal of the waste, transported the waste to the disposal site, selected the disposal site, or presently or formerly owned, leased or operated the disposal site or a site otherwise contaminated by hazardous substances. Any or all of the responsible parties may be required to bear all of the costs of cleanup regardless of fault, legality of the original disposal or ownership of the disposal site. Currently, we discharge our wastewater to CONDEA Vista, which has a permit to discharge treated wastewater into the estuary.
CONDEA Vista has agreed to retain responsibility for substantially all environmental liabilities and remediation activity relating to the vinyls business we acquired from it, including the Lake Charles, Louisiana VCM facility. For all matters of environmental contamination that were currently known at the time of acquisition, we may make a claim for indemnification at any time; for environmental matters that were then unknown, we must generally make claims for indemnification before November 12, 2009. Further, Georgia Gulf's agreement with CONDEA Vista provides that CONDEA Vista will be subject to the presumption that all later discovered on-site environmental contamination arose before closing, and is therefore CONDEA Vista's responsibility; this presumption may only be rebutted if CONDEA Vista can show that we caused the environmental contamination by a major, unaddressed release.
At our Lake Charles VCM facility, CONDEA Vista will continue to conduct the ongoing remediation at its expense until November 12, 2009. After November 12, 2009, we will be responsible for remediation costs up to about $150,000 of expense per year, as well as costs in any year in excess of this annual amount up to an aggregate one-time amount of about $2.3 million. In the first quarter of 2004, as part of our ongoing assessment of our environmental contingencies, we determined these remediation costs to be probable and estimable and therefore recorded a $2.7 million accrual to other non-current liabilities and a charge to cost of sales.
The property owned by CONDEA Vista in Mansfield, Massachusetts, for which we negotiated an early lease termination, has been the subject of ongoing environmental investigations under an order with the Massachusetts Department of Environmental Protection. Groundwater investigations continue at the Mansfield property to address identified on-site groundwater contamination and investigate the
7
possible off-site migration of contaminated groundwater. It is also possible that the United States Environmental Protection Agency may list the property as a Superfund site. The environmental investigations and actions are associated with the past operations at the property and were not assumed in our lease of the property. In addition, CONDEA Vista has indemnified us for claims related to this environmental contamination beyond an aggregate threshold amount of about $0.3 million, including coverage for potential joint and several liabilities under the environmental statutes. Upon removal of manufacturing equipment and termination of the lease, the site with buildings and infrastructure equipment reverted to CONDEA Vista.
As for employee and independent contractor exposure claims, CONDEA Vista is responsible for exposures before November 12, 2009, and we are responsible for exposures after November 12, 2009 on a pro rata basis determined by years of employment or service before and after November 12, 1999 by any claimant. There is, however, a presumption for claims brought before November 12, 2004 by current or former CONDEA Vista employees and contractors that, absent a showing of new acute exposure after November 12, 1999, all responsibility will be deemed to have arisen before November 12, 1999 and will be solely CONDEA Vista's.
We believe that we are in material compliance with all current environmental laws and regulations. We estimate that any expenses incurred in maintaining compliance with these requirements will not materially affect earnings or cause us to exceed our level of anticipated capital expenditures. However, there can be no assurance that regulatory requirements will not change, and it is not possible to accurately predict the aggregate cost of compliance resulting from any such changes.
NOTE 7: STOCK-BASED COMPENSATION
Pro Forma Effect of Stock Compensation Plans. We account for our stock-based compensation plans in accordance with Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and comply with SFAS No. 123, "Accounting for Stock-Based Compensation," for disclosure purposes. Under these provisions, no compensation has been recognized for our stock option plans or our stock purchase plan. For SFAS No. 123 purposes, the fair value of each stock option and stock purchase right for 2004 and 2003 has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions for 2004 and 2003, respectively.
| |
Stock purchase plan rights |
Stock option grants |
||||||
|---|---|---|---|---|---|---|---|---|
| |
Six months ended June 30, |
Six months ended June 30, |
||||||
| |
2004 |
2003 |
2004 |
2003 |
||||
| Risk-free interest rate | 1.29% | 1.38% | 4.00% | 3.65% | ||||
| Expected life | 1 year | 1 year | 8 years | 8 years | ||||
| Expected volatility | 29% | 44% | 40% | 44% | ||||
| Expected dividend yield | 1.11% | 1.34% | 1.18% | 1.70% | ||||
8
Using the above assumptions, additional compensation expense under the fair value method would be:
| |
Three months ended June 30, |
Six months ended June 30, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands |
|||||||||||||
| 2004 |
2003 |
2004 |
2003 |
||||||||||
| For stock option grants | $ | 830 | $ | 810 | $ | 1,568 | $ | 1,483 | |||||
| For stock purchase plan rights | 192 | 306 | 384 | 611 | |||||||||
| Total | 1,022 | 1,116 | 1,952 | 2,094 | |||||||||
| Provision for income taxes | 388 | 424 | 742 | 796 | |||||||||
| Total, net of taxes | $ | 634 | $ | 692 | $ | 1,210 | $ | 1,298 | |||||
Had compensation expense been determined consistently with SFAS No. 123, utilizing the assumptions previously detailed, our net income and earnings per common share would have been the following pro forma amounts:
| |
Three months ended June 30, |
Six months ended June 30, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands, except per share data |
|||||||||||||
| 2004 |
2003 |
2004 |
2003 |
||||||||||
| Net income | |||||||||||||
| As reported | $ | 29,733 | $ | 8,440 | $ | 48,470 | $ | 6,765 | |||||
| Pro forma | 29,099 | 7,748 | 47,260 | 5,467 | |||||||||
| Basic earnings per share: | |||||||||||||
| As reported | $ | .91 | $ | 0.26 | $ | 1.48 | $ | 0.21 | |||||
| Pro forma | .89 | 0.24 | 1.45 | 0.17 | |||||||||
| Diluted earnings per share: | |||||||||||||
| As reported | $ | .90 | $ | 0.26 | $ | 1.47 | $ | 0.21 | |||||
| Pro forma | .88 | 0.24 | 1.43 | 0.17 | |||||||||
NOTE 8: SEGMENT INFORMATION
We have identified two reportable segments through which we conduct our operating activities: chlorovinyls and aromatics. These two segments reflect the organization that we use for internal reporting. The chlorovinyls segment is a highly integrated chain of products that includes chlorine, caustic soda, vinyl chloride monomer and vinyl resins and compounds. The aromatics segment is also vertically integrated and includes cumene and the co-products phenol and acetone.
Earnings of each segment exclude interest income and expense, unallocated corporate expenses and general plant services, and provision (benefit) for income taxes. Intersegment sales and transfers are insignificant.
| |
Three months ended June 30, |
Six months ended June 30, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands |
||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||
| Segment net sales: | ||||||||||||||
| Chlorovinyls | $ | 369,478 | $ | 289,024 | $ | 720,149 | $ | 593,446 | ||||||
| Aromatics | 152,794 | 70,095 | 298,810 | 129,682 | ||||||||||
| Net sales | $ | 522,272 | $ | 359,119 | $ | 1,018,959 | $ | 723,128 | ||||||
| Segment operating income (loss): | ||||||||||||||
| Chlorovinyls | $ | 53,048 | $ | 27,619 | $ | 91,368 | $ | 42,077 | ||||||
| Aromatics | 5,958 | (900 | ) | 9,764 | (2,671 | ) | ||||||||
| Corporate and general plant services | (5,408 | ) | (3,872 | ) | (11,405 | ) | (9,283 | ) | ||||||
| Total operating income | $ | 53,598 | $ | 22,847 | $ | 89,727 | $ | 30,123 | ||||||
9
There are no adjustments to "Net income" or "Income before income taxes" for the diluted earnings per share computations.
The following table reconciles the denominator for the basic and diluted earnings per share computations shown on the condensed consolidated statements of income:
| |
Three months ended June 30, |
Six months ended June 30, |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| In thousands |
|||||||||
| 2004 |
2003 |
2004 |
2003 |
||||||
| Weighted average common sharesbasic | 32,799 | 32,232 | 32,704 | 32,220 | |||||
| Plus incremental shares from assumed conversions: | |||||||||
| Options and Awards | 383 | 150 | 343 | 146 | |||||
| Employee stock purchase plan rights | 33 | 38 | 23 | 38 | |||||
| Weighted average common sharesdiluted | 33,215 | 32,420 | 33,070 | 32,404 | |||||
NOTE 10: COMPREHENSIVE INCOME (LOSS) INFORMATION
The components and ending balance of accumulated other comprehensive income (loss) are shown as follows:
Accumulated other comprehensive lossnet of tax
| In thousands |
June 30, 2004 |
December 31, 2003 |
|||||
|---|---|---|---|---|---|---|---|
| Unrealized gains on derivative contract, net of tax of $122 | $ | | $ | 204 | |||
| Additional minimum pension liability, net of tax of $268 | (478 | ) | (478 | ) | |||
| Total accumulated other comprehensive loss | $ | (478 | ) | $ | (274 | ) | |
Total comprehensive income
| |
Three months ended June 30, |
Six months ended June 30, |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands |
||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||
| Net income | $ | 29,733 | $ | 8,440 | $ | 48,470 | $ | 6,765 | ||||
| Reclassification of gain on derivative contracts to income | | | (204 | ) | | |||||||
| Total comprehensive income | $ | 29,733 | $ | 8,440 | $ | 48,266 | $ | 6,765 | ||||
10