UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 333-59545
GREAT LAKES CARBON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3637043
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
551 Fifth Avenue, Suite 3600, New York, New York 10176
(Address of principal executive office) (Zip Code)
(212) 370-5770
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
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 [ ].
1
GREAT LAKES CARBON CORPORATION
FORM 10-Q September 30, 2002
CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
December 31, 2001 and September 30, 2002. . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations -
For the nine months ended September 30, 2001 and 2002 . . . . . 4
For the three months ended September 30, 2001 and 2002. . . . . 5
Condensed Consolidated Statements of Stockholders' Equity -
For the nine months ended September 30, 2002. . . . . . . . . . 6
Condensed Consolidated Statements of Cash Flows -
For the nine months ended September 30, 2001 and 2002 . . . . . 7
Notes to Condensed Consolidated Financial Statements. . . . . . 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . .15
Item 3. Quantitative and Qualitative Disclosures About Market Risk. . .20
Item 4. Procedures and Controls. . . . . . . . . . . . . . . . . . . . 20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 21
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . . . 21
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . . . 21
Item 4. Submission of Matters to a Vote of Security Holders. . . . . . 21
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . . 21
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 21
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Great Lakes Carbon Corporation
and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
December 31, September 30,
2001 2002
-------- --------
Assets
Current assets:
Cash and cash equivalents $ 12,186 $ 14,869
Restricted cash 10,414 -
Accounts receivable-net of allowance for doubtful
accounts of $600 in 2001 and 2002 27,452 53,154
Inventories 46,614 65,504
Prepaid expenses and other current assets 3,767 3,772
-------- --------
Total current assets 100,433 137,299
Property, plant and equipment, net 177,467 186,694
Goodwill 162,799 162,799
Capitalized financing costs 10,544 9,761
Investment in GLAC Debentures 28,933 31,826
Other assets 1,971 1,838
-------- --------
Total assets $482,147 $530,217
======== ========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 12,818 $ 24,263
Accrued expenses 18,835 11,695
Income taxes payable 809 5,403
Current portion of long-term debt 19,578 35,710
-------- --------
Total current liabilities 52,040 77,071
Long-term debt, less current portion 244,506 259,883
Other long-term liabilities 9,764 9,472
Deferred taxes 47,408 46,210
Due to parent 7,181 8,605
Stockholder's equity:
Common stock, par value $0.01 per share;
1,000 authorized, outstanding - -
Additional paid-in capital 93,000 93,000
Retained earnings 30,384 38,112
Accumulated other comprehensive loss (2,136) (2,136)
-------- --------
Total stockholder's equity 121,248 128,976
-------- --------
Total liabilities and stockholder's equity $482,147 $530,217
======== ========
See accompanying notes.
3
Great Lakes Carbon Corporation
and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Nine Months Ended September 30,
2001 2002
--------- ---------
(In thousands)
Net sales $ 192,129 $ 217,278
Cost of goods sold 150,640 176,151
--------- ---------
Gross profit 41,489 41,127
Selling, general and administrative expenses 14,456 8,725
--------- ---------
Operating income 27,033 32,402
Other income (expense):
Interest, net (18,519) (19,496)
Other, net 1,259 3,620
--------- ---------
(17,260) (15,876)
Income before income taxes and
extraordinary item 9,773 16,526
Income taxes 4,437 8,798
--------- ---------
Income before extraordinary item 5,336 7,728
Extraordinary gain on early extinguishment
of debt, net of tax expense of $2,073 3,850 -
--------- ---------
Net income $ 9,186 $ 7,728
========= =========
See accompanying notes.
4
Great Lakes Carbon Corporation
and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30,
2001 2002
--------- ---------
(In thousands)
Net sales $ 62,999 $ 83,793
Cost of goods sold 50,264 66,170
--------- ---------
Gross profit 12,735 17,623
Selling, general and administrative expenses 4,844 3,072
--------- ---------
Operating income 7,891 14,551
Other income (expense):
Interest, net (6,220) (6,599)
Other, net 274 (3,547)
--------- ---------
(5,946) (10,146)
Income before income taxes 1,945 4,405
Income taxes 877 2,004
--------- ---------
Net income $ 1,068 $ 2,401
========= =========
See accompanying notes.
5
Great Lakes Carbon Corporation
and Subsidiaries
Condensed Consolidated Statement of Stockholder's Equity
(Unaudited)
Accumulated
Other Total
Add'l Compre- Stock-
Common Paid-in Retained hensive holder's
Stock Capital Earnings Loss Equity
--------- --------- --------- --------- ---------
(In thousands)
Balance-December 31, 2001 $ - $ 93,000 $ 30,384 $ (2,136) $121,248
Net income - - 7,728 - 7,728
--------- --------- --------- --------- ---------
Balance-September 30, 2002 $ - $ 93,000 $ 38,112 $ (2,136) $128,976
========= ========= ========= ========= =========
See accompanying notes.
6
Great Lakes Carbon Corporation
and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30,
2001 2002
-------- --------
(In thousands)
Operating activities
Net income $ 9,186 $ 7,728
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 18,252 16,208
Deferred taxes (2,061) (1,198)
Gain on disposal of fixed asset - (2,733)
Extraordinary gain on extinguishment of debt (3,850) -
Changes in operating assets and liabilities:
Restricted cash - 10,414
Accounts receivable (4,011) (25,702)
Inventories (5,082) (3,213)
Prepaid expenses and other current assets (1,099) (5)
Income taxes payable (2,458) 4,594
Accounts payable and accrued expenses (2,929) 336
Other, net 321 (475)
-------- --------
Net cash provided by operating activities 6,269 5,954
Investing activities
Capital expenditures (2,841) (3,387)
Investment in GLAC Debentures (6,244) (2,894)
Proceeds from disposal of fixed asset - 3,000
Acquisition of Baton Rouge plant - (11,708)
-------- --------
Net cash used in investing activities (9,085) (14,989)
Financing activities
Repayment of long-term debt (14,375) (19,672)
Additions to long-term debt 16,268 31,181
Due to parent 2,804 1,424
Capitalized financing costs - (1,215)
-------- --------
Net cash provided by financing activities 4,697 11,718
-------- --------
Increase in cash and cash equivalents 1,881 2,683
Cash and cash equivalents at beginning of period 11,239 12,186
-------- --------
Cash and cash equivalents at end of period $ 13,120 $ 14,869
======== ========
Supplemental disclosure of non-cash investing and financing activities:
In connection with the acquisition of the Baton Rouge Plant, the Company
issued notes payable in an aggregate principal amount of $20,000,000 on
March 27, 2002 which are not reflected in investing or finacing activities
for the nine months ended September 30, 2002.
See accompanying notes.
7
Great Lakes Carbon Corporation
and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2002
(Unaudited)
1. Organization and Basis of Presentation
Great Lakes Carbon Corporation (the "Company") is a producer of calcined
petroleum coke ("CPC") principally for customers in the aluminum industry.
The Company is a wholly-owned operating subsidiary of Great Lakes Acquisition
Corp. ("GLAC"), a holding company formed by American Industrial Capital
Fund II, L.P. ("AIP"), a private investment fund, which acquired all of the
issued and outstanding capital stock of the Company on May 22, 1998.
The accompanying financial statements as of September 30, 2002 do not reflect
the principal amount related to 13 1/8% Senior Discount Debentures issued by
GLAC as the Company has not guaranteed or otherwise pledged its assets as
collateral for the Debentures.
Certain prior year amounts have been reclassified to conform to current year
presentation.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with Article 10 of Regulation S-X and, therefore, do not include
all information and footnotes necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity with accounting
principles generally accepted in the United States of America. The information
furnished reflects all adjustments (consisting of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair summary of the
results of operations. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-K, File No. 333-59541.
2. Accounting Pronouncements
Business Combinations
In July 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 requires the purchase method of accounting for business combinations
initiated after June 30, 2001 and eliminates the pooling-of-interests method.
The adoption of SFAS No. 141 did not have a significant impact on the Company's
financial statements.
Accounting for Asset Retirement Obligations
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" effective January 2003. SFAS No. 143 establishes accounting
standards for the recognition and measurement of a liability for and asset
retirement obligation and associated asset retirement cost. The Company does
not believe that the adoption of this Statement will have a material impact on
its financial statements.
Accounting for the Impairment or Disposal of Long-Lived Assets
In August 2001, the FASB SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" effective January 2002. SFAS No. 144 addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. This statement supersedes SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and the
accounting and reporting provisions of Accounting Principals Board Opinion No.
30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions", for the disposal of a business (as defined in that
Opinion). This statement also amends Account Research Bulletin No. 51,
"Consolidated Financial Statements", to eliminate the exception to
consolidation for a subsidiary for which control is likely to be temporary.
The adoption of SFAS No. 144 did not have a material impact on the Company's
financial statements.
8
Great Lakes Carbon Corporation
and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2002
(Unaudited)
Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical Corrections
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains
and Losses from Extinguishment of Debt", and an amendment of that Statement,
FASB Statement No. 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund
Requirements." This Statement also rescinds FASB Statement No. 44, "Accounting
for Intangible Assets of Motor Carriers." This Statement amends FASB Statement
No. 13, "Accounting for Leases", to eliminate an inconsistency between the
required accounting for sale-leaseback transactions and the required accounting
for certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. This Statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings or describe their applicability under changed conditions. SFAS No.
145 is effective for fiscal years beginning after May 15, 2002.
Accounting for Costs Associated with Exit or Disposal Activities
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
supersedes Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No.
146 requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. This statement also
established that fair value is the objective for initial measurement of the
liability. The provisions of SFAS No. 146 are effective for exit or disposal
activities that are initiated after December 31, 2002. The Company does not
believe that the adoption of this Statement will have a material impact on its
financial statements.
3. Restricted Cash
Funds that are legally restricted as to withdrawal or usage are shown as
restricted cash. At December 31, 2001, $10,414,000 were set aside under an
escrow agreement with AIP to settle a finders fee claim arising from the
acquisition of the Company in 1998. On March 22, 2002, a payment in the amount
of approximately $10,300,000 was made to settle the claim.
4. Inventories
Inventories are as follows:
December 31, September 30,
2001 2002
--------- ---------
(In thousands)
Raw materials $ 24,696 $ 44,028
Finished goods 14,307 13,393
Supplies and spare parts 7,611 8,083
--------- ---------
$ 46,614 $ 65,504
========= =========
9
Great Lakes Carbon Corporation
and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2002
(Unaudited)
5. Accrued Expenses
Accrued expenses included interest payable and employee profit sharing payable
of $177,000 and $1,390,000 at December 31, 2001 and $1,119,000 and $903,000 at
September 30, 2002, respectively.
6. Goodwill
In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets", the
Company completed the impairment test of the valuation of goodwill as of
January 1, 2002 and based upon the results, there was no impairment. The
Company intends to perform its annual review of goodwill on December 31, 2002.
The carrying value of goodwill was $162,799,000 at December 31, 2001 and
September 30, 2002.
Net income results reflecting goodwill that is no longer being amortized to
selling, general and administrative expense is as follows:
Nine Months Ended Three Months Ended
September 30, September 30,
2001 2002 2001 2002
--------- --------- --------- ---------
(In thousands)
Net income as reported $ 9,186 $ 7,728 $ 1,068 $ 2,401
Goodwill amortization 3,355 - 1,118 -
--------- --------- --------- ---------
Pro forma net income $ 12,541 $ 7,728 $ 2,186 $ 2,401
========= ========= ========= =========
10
Great Lakes Carbon Corporation
and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2002
(Unaudited)
7. Financial Information Relating to Segments
The Company has three reportable business segments.
Anode Grade CPC-is produced and marketed directly to primary aluminum
smelters worldwide for use as the principal raw material in the production
of carbon anodes, a key component in the aluminum smelting process.
Industrial Grade CPC-is produced and marketed for use in a variety of non-
aluminum, industrial applications, including as a raw material in the
production of titanium dioxide, as a recarburizer (carbon additive) in the
manufacture of steel and foundry products and for use in other specialty
materials and chemicals markets.
RPC Trading-involves the worldwide marketing of raw petroleum coke ("RPC")
for use as the raw material in the production of CPC and as a fuel source in
a variety of other industrial applications.
The production and distribution of CPC, which is the focus of the first two
units, is accomplished utilizing the same process, plant facilities and
operating assets. The RPC trading business, as conducted by the Company,
generally involves the use of such assets on a limited basis. Accordingly,
the Company does not segregate, or otherwise account for, the assets by
segments.
11
Great Lakes Carbon Corporation
and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2002
(Unaudited)
- -----------------------------------------------------------------------------
Nine months ended September 30, 2001
- -----------------------------------------------------------------------------
Anode Industrial
Grade Grade RPC
CPC CPC Trading Other Total
---------- ---------- ---------- --------- ----------
(In thousands)
Net sales $ 140,381 $ 38,250 $ 11,866 $ 1,632 $ 192,129
Cost of goods sold (106,867) (28,192) (10,473) (5,108) (150,640)
---------- ---------- ---------- --------- ----------
Segment Profit $ 33,514 $ 10,058 $ 1,393 $ (3,476) 41,489
========== ========== ========== =========
Selling, general and
administrative expenses (14,456)
Interest expense, net (18,519)
Other income (expense) 1,259
----------
Income before income taxes
and extraordinary item $ 9,773
==========
- -----------------------------------------------------------------------------
Nine months ended September 30, 2002
- -----------------------------------------------------------------------------
Anode Industrial
Grade Grade RPC
CPC CPC Trading Other Total
---------- ---------- ---------- --------- ----------
(In thousands)
Net sales $ 181,205 $ 28,227 $ 6,948 $ 898 $ 217,278
Cost of goods sold (145,692) (20,846) (4,221) (5,392) (176,151)
---------- ---------- ---------- --------- ----------
Segment Profit $ 35,513 $ 7,381 $ 2,727 $ (4,494) 41,127
========== ========== ========== =========
Selling, general and
administrative expenses (8,725)
Interest expense, net (19,496)
Other income (expense) 3,620
----------
Income before income taxes $ 16,526
==========
12
Great Lakes Carbon Corporation
and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2002
(Unaudited)
- -----------------------------------------------------------------------------
Quarter ended September 30, 2001
- -----------------------------------------------------------------------------
Anode Industrial
Grade Grade RPC
CPC CPC Trading Other Total
---------- ---------- ---------- --------- ----------
(In thousands)
Net sales $ 46,740 $ 12,840 $ 3,049 $ 370 $ 62,999
Cost of goods sold (36,375) (9,717) (2,470) (1,702) (50,264)
---------- ---------- ---------- --------- ----------
Segment Profit $ 10,365 $ 3,123 $ 579 $ (1,332) 12,735
========== ========== ========== =========
Selling, general and
administrative expenses (4,844)
Interest expense, net (6,220)
Other income (expense) 274
----------
Income before income taxes $ 1,945
==========
- -----------------------------------------------------------------------------
Quarter ended September 30, 2002
- -----------------------------------------------------------------------------
Anode Industrial
Grade Grade RPC
CPC CPC Trading Other Total
---------- ---------- ---------- --------- ----------
(In thousands)
Net sales $ 72,216 $ 9,908 $ 1,559 $ 110 $ 83,793
Cost of goods sold (57,866) (6,653) (331) (1,320) (66,170)
---------- ---------- ---------- --------- ----------
Segment Profit $ 14,350 $ 3,255 $ 1,228 $ (1,210) 17,623
========== ========== ========== =========
Selling, general and
administrative expenses (3,072)
Interest expense, net (6,599)
Other income (expense) (3,547)
----------
Income before income taxes $ 4,405
==========
13
Great Lakes Carbon Corporation
and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2002
(Unaudited)
8. Acquisition
On March 27, 2002, the Company purchased a calcining facility located in Baton
Rouge, LA (the "Baton Rouge Plant") from Alcoa, Inc. ("Alcoa") for $43 million,
subject to a purchase price adjustment based upon a $23 million working capital
guarantee. On June 28, 2002, Alcoa paid GLC approximately $11.4 million
(including accrued interest of $137,000) to satisfy the working capital
guarantee. The transaction was financed by two $10 million promissory notes
bearing interest at 5% per annum payable to Alcoa in November 2002 and May
2003, incremental term loan borrowings under the Company's existing syndicated
senior secured credit facility of $12 million and cash on-hand of $11 million.
The addition of the Baton Rouge Plant, which can produce up to 700,000 tons per
year of CPC, will increase the Company's total operating capacity from 1.6
million tons to 2.3 million tons, thereby solidifying its position as CPC
industry leader.
Results for the Baton Rouge Plant were included in the statement of operations
commencing on April 1, 2002. The purchase price, net of the working capital
adjustment, was allocated based on the estimated fair values of the assets
acquired and liabilities assumed. The Company is in the process of obtaining
an independent appraisal of the fair values in question, therefore, the
allocation of the purchase price is subject to refinement. No goodwill was
established in connection with this acquisition since the estimated fair value
of the assets acquired exceeded the purchase price.
The unaudited pro forma information set forth below, developed as though the
acquisition had been completed as of the beginning of the years shown, reflects
adjustments to interest expense (for borrowings required to finance the
acquisition and certain changes to the terms of existing debt arrangements),
depreciation and amortization expense (set to reflect the new accounting base
of the assets recorded) and income tax effect based upon the Company's
historical effective rates.
Nine Months Ended Three Months Ended
September 30, September 30,
2001 2002 2001 2002
--------- --------- --------- ---------
(In thousands)
Net sales $ 257,960 $ 243,025 $ 80,860 $ 83,793
Income before income taxes
and extraordinary item 13,211 16,110 3,412 4,405
Net income 11,078 7,537 1,874 2,401
The pro forma information, as presented here, is not indicative of the results
that would have been obtained had the transaction occurred on January 1, 2001
or 2002, nor should it be considered indicative of future results. It gives
effect only to the adjustments noted above, and does not reflect management's
estimate of potential cost savings or other benefits arising from the
acquisition.
9. Extraordinary Item
The six month period ended June 30, 2001 reflects an extraordinary gain related
to the repurchase of the Company's debt of approximately $3,850,000 (net of
income tax expenses of $2,073,000).
14
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
This Form 10-Q contains certain forward-looking statements, including,
without limitation, statements concerning the Company's future financial
position, business strategy, budgets, projected costs and plans and objectives
of management for future operations. These forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally can be identified by
the use of forward-looking terminology such as may, will, expect, intend,
estimate, anticipate, believe, should, plans or continue, or the negative
thereof or variations thereon or similar terminology. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. These forward-looking statements are subject to a number of risks
and uncertainties, including, the factors discussed in the Company's filings
with the Securities and Exchange Commission. Actual results could differ
materially from these forward-looking statements.
The Company is the world's largest producer of calcined petroleum coke
("CPC"). The Company produces anode grade CPC, which is the principal raw
material used in the production of carbon anodes used in primary aluminum
production, and industrial grade CPC, which is used in a variety of specialty
metals and materials applications. CPC is produced from raw petroleum coke
("RPC") utilizing a high temperature, rotary kiln process developed by the
Company in the 1930's. RPC is a by-product of the petroleum refining process
and constitutes the largest single component of the Company's cost of goods
sold. The Company's principal source of revenues and profits are sales of
anode grade CPC to the aluminum industry. Historically, the Company's
profitability has been primarily a function of its CPC sales volumes, CPC
pricing and the cost of RPC.
On March 27, 2002, the Company purchased a calcining facility located
in Baton Rouge, LA (the "Baton Rouge Plant") from Alcoa, Inc. ("Alcoa") for $43
million, subject to a purchase price adjustment based upon a $23 million
working capital guarantee. On June 28, 2002, Alcoa paid GLC approximately
$11.4 million (including accrued interest of $137,000) to satisfy the working
capital guarantee. The transaction was financed by two $10 million promissory
notes bearing interest at 5% per annum payable to Alcoa in November 2002 and
May 2003, incremental term loan borrowings under the Company's existing
syndicated senior secured credit facility of $12 million and cash on-hand of
$11 million.
The addition of the Baton Rouge Plant, which can produce up to 700,000
tons per year of CPC, will increase the Company's total operating capacity from
1.6 million tons to 2.3 million tons.
The Baton Rouge Plant, situated on 55 acres of owned property, has four
kilns and can receive and ship material by truck or rail and has ready access
to barge or ocean-going vessel transportation. It is operated by a workforce
numbering 62 at September 30, 2002, including 42 hourly employees covered by
new collective bargaining agreement with the United Steelworkers of America
that was ratified on October 27, 2002 and expires on September 30, 2005.
As used in this document, Adjusted EBITDA represents operating income
before depreciation and AIP fees and expenses. Adjusted EBITDA should not be
considered a substitute for net income, cash flow from operating activities or
other cash flow statement data prepared in accordance with accounting
principles generally accepted in the United States of America or as an
alternative to net income as an indicator of operating performance or cash
flows as a measure of liquidity. Adjusted EBITDA is presented here only to
provide additional information with respect to the Company's ability to satisfy
debt service. While Adjusted EBITDA is frequently used by management as a
measure of operations and the ability to meet debt service requirements, it is
not necessarily comparable to other similarly titled captions of other
companies due to potential inconsistencies in the method of calculation.
15
Three Months Ended September 30, 2002 vs. Three Months Ended September 30, 2001
The Company's net sales for the quarter ended September 30, 2002
increased 33.0% to $83.8 million from $63.0 million in the comparable 2001
period. Net sales of anode grade CPC increased 54.5% to $72.2 million, net
sales of industrial grade CPC decreased 22.8% to $9.9 million and net sales of
RPC decreased 48.9% to $1.6 million.
The increase in anode grade CPC net sales was primarily the result
of a 60.1% increase in sales volume to 483,558 tons slightly offset by a 3.5%
decrease in average per ton selling prices. The increase in sales volume was
attributable to continued strong demand from aluminum producers and shipments
from the newly purchased Baton Rouge Plant.
The decrease in industrial grade CPC net sales was the result of a
16.3% decrease in sales volume to 82,536 coupled with a 7.8% decline in average
per ton selling prices. Lower shipments to the titanium dioxide market and
reduced prices across most product lines were the main factors contributing to
the decline.
The decrease in RPC net sales was primarily the result of a 40.7%
decrease in average per ton selling prices and a 13.8% decrease in sales volume
to 29,909 tons. Because the Baton Rouge plant is a large consumer of the RPC
product, the quantity available for resale to third parties decreased. This
increased internal consumption is expected to significantly reduce the level of
future RPC trading.
The Company's gross profit for the third quarter increased by 38.4% to
$17.6 million from $12.7 million in 2001. The increase in gross profit was due
to the 33.0% increase in sales discussed above only partially offset by a 31.6%
increase in cost of goods sold. The increase in cost of goods sold was the
result of the higher sales volume offset by lower average per ton costs. The
per ton cost decrease was principally attributable to a one-time raw material
price concession related to the renegotiation on a dollar basis of an Argentine
contract converted to Peso-based pricing when that currency was devalued at the
end of 2001.
Operating income increased 84.4% to $14.6 million from $7.9 million in
the prior year quarter. The increase in operating income was due to the
increase in gross profit discussed above coupled with a 36.6% decrease in
selling, general and administrative expenses. The decrease in selling, general
and administrative expenses was primarily the result of the elimination of
goodwill amortization expense (in accordance with Financial Accounting
Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS")
No. 142, "Goodwill and Other Intangible Assets") and lower commission and
travel expenses.
Income before income taxes increased 126.5% to $4.4 million from $1.9
million in the comparable 2001 period. The improvement was due to the increase
in operating income discussed above partially offset by an increase in other
expense. The increase in other expense was due mainly to foreign currency
exchange losses related to the Argentine peso and an increase in interest
expense related to the additional debt (at higher base rates) incurred in
connection with the acquisition of the Baton Rouge Plant.
The Company's effective tax rate of 45.5% for the current year period
was essentially unchanged from the 45.1% posted in the prior year quarter.
As a result of the factors discussed above, net income for the quarter
ended September 30, 2002 increased 124.8% to $2.4 million from $1.1 million in
2001.
Adjusted EBITDA for the third quarter increased 42.3% to $19.9 million
from $14.0 million in 2001 due to the increase in operating income discussed
above offset by a decrease to the add-back adjustment for depreciation/
amortization of $0.7 million (mainly due to the elimination of goodwill
amortization as previously noted).
16
Nine Months Ended September 30, 2002 vs. Nine Months Ended September 30, 2001
The Company's net sales for the nine months ended September 30, 2002
increased 13.1% to $217.3 million from $192.1 million in the comparable 2001
period. Net sales of anode grade CPC increased 29.1% to $181.2 million, net
sales of industrial grade CPC decreased 26.2% to $28.2 million and net sales of
RPC decreased 41.4% to $6.9 million.
The increase in anode grade CPC net sales was primarily the result of
a 30.9% increase in sales volume to 1,205,863 tons barely offset by a 1.4%
decrease in average per ton selling prices. The increase in sales volume was
attributable to shipments, beginning April 2002, from the newly purchased Baton
Rouge Plant and otherwise heavy shipments in the 2002 quarter.
The decrease in industrial grade CPC net sales was the result of a
22.4% decrease in sales volume to 223,575 tons coupled with a 4.9% decrease in
average selling prices. Lower shipments to the titanium dioxide and reduced
prices across most product lines were the main factors contributing to the
decline.
The decrease in RPC net sales was primarily the result of a 27.6%
decrease in sales volume to 127,436 tons and an 19.1% decrease in average per
ton selling prices. Because the Baton Rouge plant is a large consumer of the
RPC product, the quantity available for resale to third parties decreased in
the periods subsequent to the purchase of the plant. Increased internal
consumption is expected to significantly reduce the level of future RPC
trading.
The Company's gross profit for the year-to-date period, at $41.1
million, was virtually unchanged from the $41.5 million achieved in 2001. The
13.1% increase in sales discussed above was outpaced by a 16.9% increase in
cost of goods sold. The increase in cost of goods sold was the result of the
higher sales volume and higher average per ton costs, due to continued tight
anode grade RPC supply, particularly on the United States Gulf coast. This
cost increase was mitigated somewhat by a one-time raw material price
concession related to the renegotiation on a dollar basis of an Argentine
contract converted to Peso-based pricing when that currency was devalued at
the end of 2001.
Operating income increased 19.9% to $32.4 million from $27.0 million
in the prior year period. The increase in operating income was due to a 39.6%
decrease in selling, general and administrative expenses offset by the slight
decrease in gross profit discussed above. The decrease in selling, general and
administrative expenses was primarily the result of the elimination of goodwill
amortization expense (in accordance with Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets") and lower commission and travel
expenses.
Income before income taxes and extraordinary item increased 69.1% to
$16.5 million from $9.8 million in the comparable 2001 period. The increase
was due to the improvement in operating income discussed above and higher
other income. The increase in other income was due mainly to a gain on the
sale of certain lease rights to a storage shed (which had been sub-let to the
buyer since the 1980's) and foreign currency exchange gains related to the
devaluation of the Argentine peso, offset by lower Argentine export tax refunds
and an increase in interest expense related to the additional debt (at higher
base rates) incurred in connection with the acquisition of the Baton Rouge
Plant.
The Company's effective tax rate increased to 53.2% in 2002 from 45.4%
in the corresponding 2001 mainly as a result of the tax effect of foreign
currency gains in the tax provision for foreign operations.
An extraordinary gain related to the repurchase of debt of
approximately $3,850,000 (net of income tax expense of $2,073,000) was
recognized in the prior year period.
As a result of the factors discussed above, net income for the nine
months ended September 30, 2002 decreased 15.9% to $7.7 million from $9.2
million in 2001.
Adjusted EBITDA for the year-to-date period increased by 6.5% to $48.2
million from $45.2 million in 2001 due to the increase in operating income
discussed above offset by a decrease to the add-back adjustment for
depreciation/amortization of $2.3 million (mainly due to the elimination of
goodwill amortization as previously noted).
17
Liquidity and Capital Resources
The Company's liquidity requirements are primarily for debt service,
capital expenditures and general working capital needs. The timing of
inventory receipts and product shipments, all of which are essentially U.S.
dollar-denominated transactions, can have a substantial impact on the Company's
working capital requirements. Capital investments generally relate to facility
maintenance and projects to improve plant throughput and product quality. It
is anticipated that capital investments for 2002 will be approximately $5.5
million.
Pursuant to the terms of the 10 1/4% Senior Subordinated Notes
Indenture the Company may, at its option, through May 15, 2003, make up to four
semiannual interest payments through the issuance of additional notes in an
amount equal to the interest that would be payable if the rate per annum of the
Notes were equal to 11 3/4%. The Company has exercised its pay-in-kind option
with respect to payments starting from November 15, 2001 through May 15, 2003,
the last one of which was a condition to obtaining incremental term loan
financing for the Baton Rouge Plant acquisition under its existing credit
agreement, further discussed below.
On March 27, 2002, the Company secured incremental term loans under
each of its three existing single tranche loans maturing on May 31, 2004, 2005
and 2006 in the amount of $9.0 million, $1.5 million and $1.5 million,
respectively, in order to finance the acquisition of the Baton Rouge Plant.
The incremental loans amortize and mature in conformity with the terms of the
tranches to which they were added. In consideration for the issuance of the
incremental term loans, credit facility interest rate margins were increased
between 1.25% to 1.50%.
The Company expects to meet its liquidity needs, including debt
service, through cash from operations, its revolving credit facility and the
issuance of additional pay-in-kind notes. The revolving credit facility
provides for borrowings of up to $25.0 million, including a $10.0 million sub-
limit for letters of credit. As of November 8, 2002, no funds had been drawn
down, and approximately $0.9 million in letters of credit were outstanding
under this facility.
The Company or its affiliates may, from time to time, depending on
liquidity and market and economic conditions, purchase in open-market
transactions its 10 1/4% Senior Subordinated Notes or the 13 1/8% Senior
Discount Debentures issued by GLAC.
18
New Accounting Pronouncements
In July 2001, the FASB issued SFAS No. 141, "Business Combinations."
SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the pooling-of-
interests method. The adoption of SFAS No. 141 did not have a significant
impact on the Company's financial statements.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" effective January 2003. SFAS No. 143 establishes
accounting standards for the recognition and measurement of a liability for and
asset retirement obligation and associated asset retirement cost. The Company
does not believe that the adoption of this Statement will have a material
impact on its financial statements.
In August 2001, the FASB SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets" effective January 2002. SFAS No. 144
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. This statement supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
and the accounting and reporting provisions of Accounting Principals Board
Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions", for the disposal of a business
(as defined in that Opinion). This statement also amends Account Research
Bulletin No. 51, "Consolidated Financial Statements", to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary. The adoption of SFAS No. 144 did not have a material impact on the
Company's financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains
and Losses from Extinguishment of Debt", and an amendment of that Statement,
FASB Statement No. 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund
Requirements." This Statement also rescinds FASB Statement No. 44, "Accounting
for Intangible Assets of Motor Carriers." This Statement amends FASB Statement
No. 13, "Accounting for Leases", to eliminate an inconsistency between the
required accounting for sale-leaseback transactions and the required accounting
for certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. This Statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings or describe their applicability under changed conditions. SFAS No.
145 is effective for fiscal years beginning after May 15, 2002.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and supersedes Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No.
146 requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. This statement also
established that fair value is the objective for initial measurement of the
liability. The provisions of SFAS No. 146 are effective for exit or disposal
activities that are initiated after December 31, 2002. The Company does not
believe that the adoption of this Statement will have a material impact on its
financial statements.
19
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Refer to the Company's annual report on Form 10-K dated April 1, 2002.
Item 4. Procedures and Controls
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Refer to the Company's annual report on Form 10-K dated April 1, 2002.
Item 2. Change in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits:
Not applicable.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K with the Commission during
the three months ended September 30, 2002.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Great Lakes Carbon Corporation
Date: 11/8/02 By: /s/JAMES D. MCKENZIE
------------------------------
James D. McKenzie, President
and Chief Executive Officer
CERTIFICATION
Each of the undersigned hereby certifies in their capacity as an officer of
Great Lakes Carbon Corporation (the "Company") that the Quarterly Report of the
Company on Form 10-Q for the period ended September 30, 2002 fully complies
with the requirements of Section 13(a) of the Securities Exchange Act of 1934
and that the information contained in such report fairly presents, in all
material respects, the financial condition of the Company at the end of such
period and the results of operations of the Company for such period.
Date: 11/8/02 /s/JAMES D. MCKENZIE
-------------------------------
President and Chief Executive
Officer
Date: 11/8/02 /s/ADELA I. ROBLES
-------------------------------
Controller, Assistant Secretary
and Chief Financial Officer
22
CERTIFICATION
I, James D. McKenzie, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Great Lakes Carbon
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: 11/8/02 /s/JAMES D. MCKENZIE
-------------------------------
President and Chief Executive
Officer
23
CERTIFICATION
I, Adela I. Robles, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Great Lakes Carbon
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: 11/8/02 /s/ADELA I. ROBLES
-------------------------------
Controller, Assistant Secretary
and Chief Financial Officer
24