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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997 Commission File Number 33-98522
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 Number)
110 East 59th Street, New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 527-3002
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
10% Senior Secured Notes due 2006
(Title of Class)
Indicate by check mark whether the registrant (i) 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 regis-
trant was required to file such reports), and (ii) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
There is no public market for registrant's common stock.
As of February 20, 1998, the registrant had outstanding 100,000 shares of
its Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this report incorporates by reference portions of the Regis-
trant's Proxy Statement for the 1998 annual meeting of stockholders.
GREAT LAKES CARBON CORPORATION
Annual Report on Form 10-K for the Year Ended December 31, 1997
Table of Contents
Page
PART I
Item 1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 4. Submission of Matters to Vote of Security Holders . . . . . . . . 6
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . 6
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . 8
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . 9
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure. . . . . . . . . . . . . .10
PART III
Item 10. Directors and Executive Officers of the Registrant. . . . . . . .10
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . .10
Item 12. Security Ownership of Certain Beneficial Owners
and Management. . . . . . . . . . . . . . . . . . . . . . . . . .10
Item 13. Certain Relationships and Related Transactions. . . . . . . . . .11
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . .11
____________________________
Consolidated Financial Statements . . . . . . . . . . . . . . . F-1
PART I
Item 1. Business
Introduction
Great Lakes Carbon Corporation (the "Company" or "GLC") is the largest
producer of calcined petroleum coke ("CPC") in the world. A majority of the
Company's sales consist of anode grade CPC which is the principal raw material
used in the production of carbon anodes for use in aluminum smelting. The
Company also sells industrial grade CPC for use in the production of titanium
dioxide, as a carbon additive in the manufacture of steel and foundry products
and for use in other specialty materials and chemicals markets. The Company
produces CPC from raw petroleum coke, a by-product of petroleum refining,
utilizing a high-temperature, rotary-kiln process developed by the Company in
the 1930's.
The Company operates rotary kilns having a total capacity of 1.4
million tons at plant sites in Port Arthur, Texas; Enid, Oklahoma; and through
a wholly-owned subsidiary, Copetro S. A. ("Copetro"), at the port of La Plata,
Argentina. Copetro is in the process of constructing a 220,000 ton calcining
kiln which will double the calcining capacity of this facility. Construction
of the $21 million project is expected to be completed in the third quarter of
1998.
The Company in its present form of organization was formed in 1991 as a
subsidiary of Horsehead Industries, Inc. ("Horsehead"). In 1995 the Company
sold $65,000,000 of 10% Senior Secured Notes due 2006 ("the Secured Notes").
Upon the sale of the Secured Notes the net proceeds to the Company were
distributed by the Company as a dividend to Horsehead, all indebtedness of
Horsehead owing to the Company was canceled, and 100% of the common stock of
the Company was distributed on a pro rata basis to the holders of the common
stock of Horsehead.
Description of Principal Markets
Anode Grade CPC
Carbon anodes, which are manufactured utilizing anode grade CPC, are
used by every primary aluminum smelter in the world as a key component in
aluminum smelting pot lines. Carbon anodes act as conductors of electricity
and as a source of carbon in the electrolytic cell that reduces alumina into
aluminum metal. In this electrochemical aluminum smelting process, the carbon
anodes, and hence the CPC, are consumed. Carbon anode manufacturers,
predominantly captive operations of aluminum smelting companies, purchase anode
grade CPC, mix it with pitch binders, press the mixture into blocks and then
bake the mixture to form a finished, hardened carbon anode. The quality of
the anode grade CPC, in terms of both its physical and chemical properties, has
an effect on carbon anode life, which is an important economic factor in
aluminum production, and on the amount of impurities in the finished aluminum
metal. Anode grade CPC is approximately 97% pure carbon; however, anode grade
CPC does vary based on the content of sulfur and other trace elements in the
finished product as well as on its physical properties. GLC produces a full
range of anode grade CPC tailored to the specific needs of its aluminum company
customers.
Worldwide demand for anode grade CPC is directly tied to the global
production of primary aluminum. For the third year in a row, aluminum
production increased primarily due to restarts of capacity that was idled
in 1993 and 1994 and also due to expansion of existing smelting capacity. As
a result of the strong demand for CPC, the Company operated at effective
capacity in 1997.
Industrial Grade CPC
CPC is also used in a number of other (non-aluminum) applications,
which the Company refers to as industrial grade CPC. These include sales of
CPC for use in the production of titanium dioxide, as a recarburizer in the
manufacture of steel and foundry products and for use in other specialty
materials and chemicals markets.
Titanium dioxide is a widely used brilliant white pigment, the primary
applications for which are in paints, plastics and paper. Industrial grade CPC
is used as an energy and carbon source in the production of titanium dioxide
from titanium-bearing ores using the chloride process and is also used as a
recarburizer, i.e., carbon additive, in the production of steel and foundry
products and as a carbon source in certain chemical processes.
Industrial grade CPC is generally similar to anode grade CPC in its
physical characteristics, but typically has higher chemical impurities. In
addition, industrial grade CPC is usually further processed to meet sizing
specifications and packaged for sale to end users in smaller quantities than is
anode grade CPC.
Raw Materials and Suppliers
CPC is sold in a world market. However, calcining and transportation
economics dictate that producers of CPC are most efficiently located near
petroleum refining operations, which are the source of raw petroleum coke, the
raw material used to produce CPC. Raw petroleum coke is a by-product of the
oil refining process, constituting the solid fraction remaining after the
refinery has essentially removed all of the liquid petroleum products from the
crude oil. Many, but not all, oil refineries produce raw petroleum coke.
Because a substantial portion of worldwide petroleum refining capacity is based
domestically, the United States has a majority of worldwide CPC production
capacity. Sales of raw petroleum coke do not constitute a material portion of
oil refiners' revenues.
CPC quality, which is extremely important to aluminum smelters, is
highly dependent upon the quality of the raw petroleum coke utilized in the
calcining process. The raw petroleum coke produced by different oil refineries
covers a range of physical and chemical properties depending upon both the
types of crude oils being refined and the specific process being employed by
the refinery. Only a portion of the raw petroleum coke produced by the world's
oil refineries is of suitable quality for producing anode grade or industrial
grade CPC, with anode grade requirements being generally more stringent than
industrial grade requirements. If the raw petroleum coke produced by a
refinery is not of sufficient quality for calcining, it is typically sold for
its fuel value at a substantially lower price.
The Company purchases a range of raw petroleum cokes from a number of
domestic and international oil refineries with the objective of blending these
cokes to meet the specific quality requirements of its customers at the lowest
raw material cost. Raw petroleum coke is typically
purchased by the Company under contracts with a term of one or more years,
although the Company does make some spot purchases. In 1997 the Company
purchased approximately 46% of its raw petroleum coke requirements from three
petroleum refiners.
Manufacturing Process
The calcining process essentially drives off moisture, impurities and
volatile matter from the raw petroleum coke at high temperatures, to produce a
purer form of carbon in the resulting CPC. Both anode and industrial grade CPC
are manufactured by the Company to specific customer specifications. The
Company purchases raw petroleum cokes from a number of sources and has the
capability to blend these raw cokes specifically to meet a customer's required
chemical and physical properties. After blending, the raw coke is fed into the
higher end of a rotating kiln, which is up to 12 feet in diameter and up to 220
feet long. The coke in the kiln is tumbled by rotation and moves down-kiln
counter current to the heat produced by burning natural gas or oil at the
lower, firing end of the kiln. Kiln temperatures range from 2200 to 2500
degrees fahrenheit. Typically, coke is retained in the kiln for approximately
one hour, with the resident time and heating rates critical to the production
of the proper quality CPC. The moisture, impurities and volatile matter in the
coke are driven off in the kiln. As the coke is discharged from the kiln, it
drops into a cooling chamber, where it is quenched with water, treated with
dedusting agents and carried by conveyor to silos to be kept in covered storage
until shipped to customers by truck, rail, barge or ocean-going vessel. In the
case of certain industrial grade products, the CPC is also crushed and screened
to meet proper sizing requirements.
Marketing
The Company sells its CPC to end users through its direct sales staff
and exclusive sales representatives. Substantially all sales are shipped
directly to end users. GLC's domestic sales activity is handled by the
Company's direct sales staff. Internationally, GLC's direct sales staff is
supplemented by exclusive sales representatives.
The Company typically sells anode grade CPC under contracts with terms
of one or more years, although a small percentage is sold on a spot basis. CPC
is shipped by the Company in bulk quantities to its customers via truck, rail,
barge or ocean-going vessel.
Industrial grade CPC is generally sold to customers under annual contracts or
on a purchase order basis and is shipped in smaller quantities in bulk or
packaged to meet customer requirements.
In 1997 approximately one third of the Company's net sales were to
U.S.-based customers and approximately two thirds were to customers in
international markets. Approximately 62% of the Company's 1997 net sales were
made to five customers with Aluminum Company of America and Alusaf Limited
accounting for 23.7% and 15.5% of the Company's net sales, respectively.
Competition
The Company is the largest producer of CPC in the world and competes
with domestic and foreign calciners in a worldwide market with respect to both
anode and industrial grade CPC sales. Marketing of CPC to both anode and
industrial grade customers is based primarily on price and quality. Worldwide
demand for anode grade CPC is tied directly to the global production of primary
aluminum. Sales of industrial grade CPC are dependent on the particular
demands of the titanium dioxide, steel and foundry, and certain chemical
markets.
Employees
As of December 31, 1997 the Company employed 254 persons. The Company
is a party to collective bargaining agreements at two of its three facilities,
covering approximately one-third of its employees. A collective bargaining
agreement with the international Association of Machinists and Aerospace
Workers covers hourly employees at the Enid, Oklahoma facility. Certain
employees at the La Plata, Argentina facility of Copetro are covered by an
annual labor contract with an Argentine government union. The Port Arthur
plant is operated with a non-union workforce.
Patents, Trademarks
None of the Company's business is dependent upon any patents or other
intellectual property.
Environmental Matters
The Company's facilities and operations are subject to various federal,
state and local and foreign governmental laws and regulations with respect to
the protection of the environment, including regulations relating to air and
water quality. The Company believes that it possesses all of the permits
required for the conduct of its operations and that it is currently in material
compliance with all relevant environmental regulations. The Company spent
approximately $3.5 million on capital expenditures related to pollution control
facilities in 1997 and anticipates spending approximately $3.5 million and
$1.9 million in 1998 and 1999, respectively. Approximately half of the
environmental expenditures in 1997 and 1998 will be in conjunction with the
facility expansion at Copetro.
The Clean Air Act was amended in 1990. While the Company believes that
its facilities meet current regulatory standards applicable to air emissions,
some of its facilities may be required to comply with new standards for air
emissions to be adopted by the United States Environmental Protection Agency
and state environmental agencies over the next several years. At this time,
the Company cannot estimate when new standards will be imposed or what control
technologies or changes in processes the Company may be required to install or
undertake. Based on information currently available to it, the Company
believes that attaining compliance with such regulations will not have a
material adverse effect on the financial position or results of operations of
the Company.
Executive Officers of the Company
The following table sets forth certain information concerning the
executive officers of the Company:
- ------------------------------------------------------------------------------
Name and Age as Period of Service as an Executive Officer and
of February 20, 1998 Business Experience During Past Five or More Years
- ------------------------------------------------------------------------------
William E. Flaherty Chairman of the Board of the Company and its
64 predecessor company since 1985. Chairman of the Board
and Chief Executive Officer of Horsehead since 1989.
James D. McKenzie President and Chief Executive Officer of the Company
53 since 1995. Executive Vice President of the Company
and President of the Calcined Petroleum Coke business
of the Company and its predecessor company from 1989
to 1995.
A. Frank Baca Senior Vice President, Operations and Administration of
54 the Company since 1995. Vice President, Operations of
the Company from 1991 to 1995.
Robert C. Dickie Vice President, Sales of the Company since 1995 and
49 Director of Sales from 1992 to 1995. Plant Manager of
Enid Oklahoma facility from 1989 to 1992.
James W. Betts Vice President, Raw Materials of the Company and its
60 predecessor company since 1986.
Patrick E. Valentine Vice President, Commercial Development of the Company
43 since 1997.
Ronald J. Statile Vice President and Treasurer of the Company and its
50 predecessor company since 1986. Vice President of
Horsehead since 1988.
Item 2. Properties
The Port Arthur facility has four kilns which have the capacity to
produce 680,000 tons per year of CPC. Port Arthur is also the site of the
Company's primary laboratory and testing facility. Port Arthur has substantial
CPC storage capacity and the capability to receive and ship product by truck,
rail, barge or ocean-going vessel. The 115-acre Port Arthur property is leased
by the Company under a long-term lease, which was originally executed in the
1930's and the most recent renewal of which expires at the end of 2004. A
waste heat recovery facility, owned by a third party, is located
at the plant site under a sublease arrangement with the Company under which
terms the Company receives revenue from the delivery of flue gas from its kilns
to the facility.
The Enid facility has three kilns which have the capacity to produce
490,000 tons per year of CPC. The Enid plant has the capability to receive and
ship material by truck or rail and is located on 160 acres of property that is
owned by the Company.
The La Plata, Argentina facility operated by Copetro has a single kiln
with the capacity to produce 220,000 tons per year of anode grade CPC. The
Copetro capacity will be doubled when the second kiln expansion is completed
in 1998. The plant is located on 30 acres of land at the port of La Plata.
The plant has the capability to receive raw petroleum coke by rail or truck and
to ship CPC by truck or ocean-going vessel.
The Company's principal business office is located at 4 Greenspoint
Plaza, Suite 2200, 16945 Northchase Drive, Houston, TX 77060 under a lease
expiring in January, 2001.
The Company's executive office is located in leased space at 110 East
59th Street, New York, NY 10022.
Item 3. Legal Proceedings
The Company is a party to legal proceedings which are in various stages
of resolution. Management, after discussion with legal counsel, is of the
opinion that the ultimate resolution of these matters will not have a material
adverse effect on the results of operations or financial position of the
Company.
Item 4. Submission of Matters to Vote of Security Holders
No matters were submitted for vote of security holders of the Company
during the three months ended December 31, 1997.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) There is no established market in which the Company's Common
Stock, par value $.01 per share (the "Common Stock"), is publicly traded,
because all of such Common Stock is privately held.
(b) As of the date of this annual report, there were fourteen
holders of record of the Company's Common Stock.
(c) During 1997 the Board of Directors declared cash dividends of
$3.75 per share which were paid to shareholders of record on each of March 31,
1997, June 30, 1997, September 30, 1997, and December 31, 1997. Any future
determination as to the payment of dividends will depend upon the Company's
financial condition, results of operations, capital requirements and such other
factors as the Board of Directors deems relevant. The Company's debt
instruments limit the conditions under which the Company may pay a cash
dividend on its outstanding Common Stock.
Item 6. Selected Financial Data
The following table sets forth selected financial data of the Company
at and for the five years ended December 31, 1997. The financial data set
forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Item 7 and the
consolidated financial statements of the Company and the related notes thereto
included elsewhere herein.
Year Ended December 31,
1997 1996 1995 1994 1993
--------- --------- --------- --------- --------
Results of Operations
- ----------------------------
Net sales $231,911 $242,744 $178,628 $130,797 $149,225
Gross Profit 59,521 66,373 36,440 20,914 24,465
Operating income 41,011 51,052 26,753 12,688 14,564
Total other income (expense) (6,336) (8,345) (5,302) (12,633) (9,686)
Income before income taxes 34,675 42,707 21,451 55 4,878
Net income (loss) 21,984 27,559 13,818 (134) 2,870
Balance sheet data (at end
of period):
Total assets $174,911 $148,905 $113,930 $105,390 $106,483
Total long-term debt 84,014 72,885 74,291 11,907 17,986
- ----------------------------
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Year Ended December 31, 1997 Versus Year Ended December 31, 1996
The Company's net sales for the year ended December 31, 1997 decreased
to $231.9 million from $242.7 million in the corresponding period of 1996.
Anode grade CPC net sales decreased to $189.9 million from $199.4 million,
primarily as a result of decreased selling prices, which were partially offset
by higher sales volume. Industrial grade CPC net sales increased to $40.2
million from $38.6 million, due to increased selling prices, which were
partially offset by lower sales volume.
Gross profit for the year decreased to $59.5 million from $66.4 million
in the prior year. The decrease in gross profit margin was the result of the
decrease in net sales which was partially offset by the decrease in cost of
sales. The lower cost of sales was mainly the result of lower raw material
costs.
Operating income for 1997 decreased to $41.0 million from $51.1 million
in 1996. The decrease in operating income was the result of the reduced gross
profit and an increase in selling, general and administrative expenses to $18.5
million from $15.3 million, primarily related to higher compensation and
professional fees expenses.
Income before income taxes decreased to $34.7 million from $42.7
million in the prior year as a result of the reduced operating income that was
partially offset by a $2.0 million positive change in other income (expense).
The change in other income (expense) was primarily the result of greater
interest income from larger cash reserves in 1997.
Net income for 1997 decreased to $22.0 million from $27.6 million in
1996 primarily due to the lower income before income taxes described above.
Year Ended December 31, 1996 Versus Year Ended December 31, 1995
The Company's net sales for the year ended December 31, 1996 increased
to $242.7 million from $178.6 million in the corresponding period of 1995.
Anode grade CPC net sales increased to $199.4 million from $147.9 million,
primarily as a result of increased selling prices, which were partially offset
by lower sales volume. The lower sales volume was primarilly attributable to
the unavailability of third party production, which the Company had been able
to purchase for resale in 1995. Industrial grade CPC net sales increased to
$38.6 million from $27.6 million, due to both higher sales volume and increased
selling prices.
Gross profit for the year increased to $66.4 million from $36.4 million
in the prior year. The increase in gross profit margin was the result of the
increase in net sales which more than offset the increase in cost of sales.
The higher cost of sales was mainly the result of higher raw material costs.
Operating income for 1996 increased to $51.1 million from $26.8 million
in 1995. The increase in operating income was the result of the improved gross
profit that was partially offset by an increase in selling, general and
administrative expenses to $15.3 million from $9.7 million, primarily related
to higher compensation, benefits, professional fees and office overhead
expenses.
Income before income taxes increased to $42.7 million from $21.5
million in the prior year as a result of the improvement in operating income
that was partially offset by a $3.0 million negative change in other income
(expense),primarily resulting from a non recurring income item in 1995. The
increase in net interest expense, arising principally from $65 million in
outstanding 10% Senior Secured Notes issued in December 1995, was offset by
the reduction in asset utilization fee to parent, which was terminated in
December 1995.
Net income for 1996 increased to $27.6 million from $13.8 million in
1995 primarily due to the higher income before income taxes described above.
Liquidity and Capital Resources
In 1997 net cash provided by operating activities of $31.3 million and
$12.5 million of loan proceeds were used to fund $21.4 million of capital
expenditures (including a major expansion of the Company's La Plata, Argentina
facility), $1.4 million in repayment of long-term debt and $1.5 million of
dividends. The 1996 net cash provided by operating activities of $27.7
million was used to fund $6.4 million of capital expenditures, $1.4 million in
repayment of long-term debt and $1.5 million of dividends. In 1995 net cash
provided by operating activities of $17.2 million was used to fund $5.8 million
of capital expenditures, $2.6 million in repayment of long-term debt and $8.1
million of cash transfers to parent. Also, the net proceeds from the sale of
Secured Notes were used to fund a cash distribution to Horsehead.
The Secured Notes are secured by first priority liens on all material
property and equipment of the Company and certain other assets. Interest on
the Secured Notes is payable semi-annually each year on January 1 and July 1.
The Secured Notes will mature on January 1, 2006 and are subject to early
redemption as set forth under the terms of the Secured Notes.
The Company has in place a Revolving Credit Facility pursuant to
agreements with certain financial institutions. The facility, which expires in
December, 1998, provides borrowings of up to $15 million, including a $10
million sub-limit for letter of credit, which are subject to borrowing base
limitations. At February 20, 1998 the Company had no borrowings under the
facility and had outstanding letters of credit of $1.7 million.
Historically, the Company's liquidity requirements have been primarily
for debt service, capital expenditures and general working capital needs. The
timing of inventory receipts and product shipments, all of which transactions
are entirely U.S. dollar denominated, 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. In 1998 the Company's capital investments, which will continue to
include amounts for a major facility expansion at Copetro, are anticipated to
total approximately $15 million. The Company expects to fund its liquidity
needs through cash from operations, its revolving credit line and a credit
facility arranged to finance the Copetro facility expansion.
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements of the Company and its
subsidiaries, together with the report of independent auditors thereon, are
filed as part of this report:
Consolidated Financial Statements:
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 1997 and 1996
Consolidated Statements of Operations for the years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1995, 1996 and 1997
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required in response to Item 10 is incorporated in this
report by reference from the Proxy Statement to be prepared in connection with
the 1998 Annual Meeting of Stockholders.
Item 11. Executive Compensation
The information required in response to Item 11 is incorporated in this
report by reference from the Proxy Statement to be prepared in connection with
the 1998 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required in response to Item 12 is incorporated in this
report by reference from the Proxy Statement to be prepared in connection with
the 1998 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions
The information required in response to Item 13 is incorporated in this
report by reference from the Proxy Statement to be prepared in connection with
the 1998 Annual Meeting of Stockholders.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) List of Financial Statements:
Report of Independent Auditors..................................... F-1
Consolidated Balance Sheets as of December 31, 1997 and 1996....... F-2
Consolidated Statements of Operations for the years ended
December 31, 1997, 1996 and 1995.................................. F-4
Consolidated Statements of Stockholders' Equity
for the years ended December 31, 1995, 1996 and 1997............. F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 1997, 1996 and 1995............................F-6
Notes to the Consolidated Financial Statements......................F-7
(a)(2) List of Financial Statement Schedules:
None
All schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions
or are not applicable and, therefore, have been omitted.
(a)(3) List of Exhibits:
Exhibit
Number Description
3.1 Restated Certificate of Incorporation [1]
3.2 By-Laws [1]
4.1 Form of Indenture governing the 10% Senior Secured Notes due
2005 of the Company, including the form of 10% Senior Secured
Note due 2005 [1]
4.2 Form of Mortgage from the Company to The Bank of New York [1]
4.3 Form of Security Agreement between the Company and The Bank of
New York [1]
4.4 Form of Pledge Agreement between the Company and The Bank of
New York [1]
4.5 Form of Patent Security Agreement between the Company and The
Bank of New York [1]
4.6 Form of Trademark Security Agreement between the Company and
The Bank of New York [1]
10.1 Distribution Agreement between the Company and Horsehead
Industries, Inc. [1]
10.2 Tax Separation Agreement between the Company and Horsehead
Industries, Inc. [1]
10.3 Lease Agreement between the Company and Rice-Carden Corpora-
tion (as successor to Kansas City Southern Industries, Inc.),
as amended [1]
10.4 Calcined Coke Supply Agreement between the Company and Aluminum
Company of America [1]
10.5 Green Anode Coke Sales Agreement between the Company and Conoco
Inc. [*]
10.7 Petroleum Coke Sales Agreement between Copetro S.A. and YPF
S.A. [1]
10.7A Petroleum Coke Sales Agreement between Copetro S.A. and YPF
S.A. [2]
10.8 Form of Revolving Credit Facility among the Company, Chemical
Bank, as agent and lender, and the several lenders party there-
to [1]
10.9 Coke Supply Agreement between the Company and Exxon Company,
U.S.A. [2]
21 Subsidiaries of the Registrant [1]
[1] Incorporated by reference to the Company's Registration Statement on Form
S-1 (33-98522)
[2] Incorporated by reference to the Company's Form 10-K/A for the year ended
December 31, 1996
[*] The Company has amended its request for confidential treatment to include
this Exhibit.
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
GREAT LAKES CARBON CORPORATION
By: /s/JAMES D. MCKENZIE
---------------------
James D. McKenzie, President and
Chief Executive Officer
(Principal Executive Officer)
February 27, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
registrant and in the capacities and as of the date indicated.
Signature Title Date
- --------- ----- ----
/s/JAMES D. MCKENZIE President and
- --------------------- Chief Executive Officer February 27, 1998
James D. McKenzie (Principal Executive Officer)
/s/WILLIAM E. FLAHERTY Chairman of the Board February 27, 1998
- ---------------------
William E. Flaherty
/s/RONALD J. STATILE Vice President and Treasurer February 27, 1998
- --------------------- (Principal Financial Officer)
Ronald J. Statile
/s/ADELA I. ROBLES Controller February 27, 1998
- --------------------- (Principal Accounting Officer)
Adela I. Robles
/s/DAVID O. CARPENTER Director February 27, 1998
- ---------------------
David O. Carpenter
/s/DAVID N. JUDELSON Director February 27, 1998
- ---------------------
David N. Judelson
/s/TINKHAM VEALE II Director February 27, 1998
- ---------------------
Tinkham Veale II
Report of Independent Auditors
The Board of Directors
Great Lakes Carbon Corporation
We have audited the accompanying consolidated balance sheets of Great Lakes
Carbon Corporation and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the oveall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Great Lakes
Carbon Corporation and subsidiaries at December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
New York, NY
February 13, 1998
Great Lakes Carbon Corporation
and Subsidiaries
Consolidated Balance Sheets
December 31
1997 1996
---------------------------------
(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents $ 43,596 $ 24,097
Accounts receivable -- net of
allowance for doubtful accounts
of $600 in 1997 and 1996 29,908 28,934
Inventories 32,455 39,872
Other current assets 4,349 2,958
---------------------------------
Total current assets 110,308 95,861
Property, plant and equipment, net 59,165 47,530
Other assets 5,438 5,514
---------------------------------
Total assets $174,911 $148,905
=================================
See accompanying notes.
Great Lakes Carbon Corporation
and Subsidiaries
Consolidated Balance Sheets
December 31
1997 1996
---------------------------------
(In thousands, except share data)
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 13,601 $ 22,222
Accrued expenses 14,057 11,592
Income taxes payable 1,796 3,840
Current portion of long-term debt 1,419 1,389
---------------------------------
Total current liabilities 30,873 39,043
Long-term debt, less current portion 82,595 71,496
Other long-term liabilities 4,190 3,857
Deferred taxes 4,814 2,554
Stockholders' equity:
Common Stock, par value $0.01 per
share, 100,000 shares authorized
and outstanding 1 1
Additional paid-in capital 5,509 5,509
Retained earnings 46,929 26,445
---------------------------------
Total stockholders' equity 52,439 31,955
---------------------------------
Total liabilities and stockholders'
equity $174,911 $148,905
=================================
See accompanying notes.
Great Lakes Carbon Corporation
and Subsidiaries
Consolidated Statement of Operations
Year ended December 31
1997 1996 1995
-------------------------------
(In thousands)
Net Sales $231,911 $242,744 $178,628
Cost of goods sold 172,390 176,371 142,188
-------------------------------
Gross profit 59,521 66,373 36,440
Selling, general and administrative expenses 18,510 15,321 9,687
-------------------------------
Operating income 41,011 51,052 26,753
Other income (expense):
Interest expense, net (6,287) (7,573) (1,127)
Asset utilization fee to parent -- -- (6,286)
Other, net (49) (772) 2,111
-------------------------------
(6,336) (8,345) (5,302)
-------------------------------
Income before income taxes 34,675 42,707 21,451
Income tax expense 12,691 15,148 7,633
-------------------------------
Net income $ 21,984 $ 27,559 $ 13,818
===============================
See accompanying notes.
Great Lakes Carbon Corporation
and Subsidiaries
Consolidated Statements of Stockholders' Equity
Additional Total
Common Paid-in Retained Stockholders'
Stock Capital Earnings Equity
-------------------------------------------
(In thousands)
Balance at January 1, 1995 $ 1 $ 53,637 $ 15,019 $ 68,657
Net income 13,818 13,818
Distributions (48,128) (28,451) (76,579)
-------------------------------------------
Balance at December 31, 1995 1 5,509 386 5,896
Net income 27,559 27,559
Dividends (1,500) (1,500)
-------------------------------------------
Balance at December 31, 1996 1 5,509 26,445 31,955
Net income 21,984 21,984
Dividends (1,500) (1,500)
-------------------------------------------
Balance at December 31, 1997 $ 1 $ 5,509 $ 46,929 $ 52,439
===========================================
See accompanying notes.
Great Lakes Carbon Corporation
and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
1997 1996 1995
-------------------------------
(In thousands)
Operating activities
Net income $21,984 $27,559 $13,818
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 10,220 9,551 8,420
Deferred taxes 2,260 462 4,181
Changes in operating assets and
liabilities:
Accounts receivables (974) (6,851) (8,418)
Inventories 7,417 (13,701) (7,167)
Other current assets (1,391) 306 621
Income taxes payable (2,044) 743 3,523
Accounts payable and accrued expenses (6,156) 8,158 4,103
Other, net (55) 1,495 (1,846)
-------------------------------
Net cash provided by operating activities 31,261 27,722 17,235
Investing activities
Capital expenditures (21,391) (6,371) (5,774)
-------------------------------
Net cash used in investing activities (21,391) (6,371) (5,774)
Financing activities
Repayment of long-term debt (1,389) (1,406) (2,616)
Additions to long-term debt 12,518 -- 65,000
Transfers to parent -- -- (68,503)
Dividends (1,500) (1,500) --
-------------------------------
Net cash provided (used) by financing
activities 9,629 (2,906) (6,119)
Increase in cash 19,499 18,445 5,342
Cash at beginning of year 24,097 5,652 310
-------------------------------
Cash at end of year $43,596 $24,097 $ 5,652
===============================
See accompanying notes.
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1997
1. Significant Accounting Policies
Basis of Presentation
Great Lakes Carbon Corporation (the Company) is a producer of calcined coke
principally for customers in the aluminum industry. The consolidated financial
statements include the accounts of the Company and its subsidiaries.
Significant intercompany accounts have been eliminated in consolidation.
On December 20, 1995, the Company, formerly a wholly-owned subsidiary of
Horsehead Industries, Inc. ("Horsehead"), sold $65,000,000 of 10% Senior
Secured Notes due 2006. Immediately upon the completion of the sale, the net
proceeds therefrom were distributed by the Company as a cash dividend to
Horsehead, all indebtedness of Horsehead owing to the Company was canceled and
100% of the common stock of the Company was distributed by Horsehead on a pro
rata basis to the holders of the common stock of Horsehead.
Through December 20, 1995 a monthly asset utilization fee was charged by
Horsehead equal to 1% of the Company's net assets, adjusted for intercompany
balances and tax assets and liabilities. A portion of this fee ($1,400,000 in
1995) is included in selling, general and administrative expenses, as it
represents estimates of various ongoing management services provided to the
Company by Horsehead. The balance is included in other income (expense).
Management believes that the allocation method is reasonable and that, after
giving affect to such allocation, selling, general and administrative expenses
in 1995 approximate what the costs would have been for the Company if
it had operated as an unaffiliated entity.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts and disclosures reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. Significant Accounting Policies (continued)
Cash Equivalents
Investments with maturities of less than 90 days when purchased are considered
the equivalent of cash.
Inventories
Inventories are stated at the lower of cost (principally average cost method)
or market.
Property, Plant and Equipment
Property, plant and equipment are stated on the basis of cost. Enhancements
are capitalized and depreciated over the period benefited. The provision for
depreciation is determined by the straight-line method over the estimated
useful lives of the related assets.
Impairment of Long-Lived Assets
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" effective January 1, 1996, which requires impairment
losses to be recorded on long-lived assets used in operations when indicators
of impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount. The
adoption did not have an effect on the financial condition of the Company.
Significant Customers
The Company had two customers which represented 23.7% and 15.5% of net sales
in 1997 and 22% and 15.3% of net sales in 1996, and one customer which
represented 15.1% of net sales in 1995.
2. Inventories
Inventories consist of the following:
December 31
1997 1996
--------------------
(In thousands)
Raw materials $18,483 $26,377
Finished goods 7,821 8,534
Supplies and spare parts 6,151 4,961
--------------------
$32,455 $39,872
====================
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. Property, Plant and Equipment
Property, plant and equipment consists of the following:
December 31
1997 1996
--------------------
(In thousands)
Land and improvements $ 2,718 $ 2,449
Buildings 9,193 8,835
Machinery, equipment and other 116,786 110,955
Construction in progress 16,866 2,175
--------------------
145,563 124,414
Accumulated depreciation (86,398) (76,884)
--------------------
$ 59,165 $ 47,530
====================
4. Accrued Expenses
Accrued expenses included interest payable of $3,467,000 and $3,370,000 at
December 31, 1997 and 1996, respectively.
5. Long-Term Debt
Long-term debt and capital lease obligations consist of the following:
December 31
1997 1996
--------------------
(In thousands)
10% Senior Secured Notes due January 1, 2006 $ 65,000 $ 65,000
Various pollution control and industrial revenue bonds
bearing interest at rates from 6.75% to 7.125% due
in varying amounts at various dates through 2002 4,834 5,919
Facility expansion credit line bearing interest at
LIBOR plus 4% (9.90% at December 31, 1997) due in
varying amounts semi-annually from June, 1999
through June, 2002 11,850 --
Capital lease obligation, bearing interest of 9.3% 1,662 1,966
Other 668 --
--------------------
84,014 72,885
Current portion (1,419) (1,389)
--------------------
$ 82,595 $ 71,496
====================
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. Long-Term Debt (continued)
The Senior Secured Notes are secured by essentially all property, plant and
equipment not otherwise pledged and certain other assets of the Company. At
the option of the Company, the Senior Secured Notes may be redeemed, in whole
or in part, commencing January 1, 2001 at various redemption prices ranging
from 105% in 2001 to par in 2004 and beyond. The Senior Secured Notes
indenture imposes limitations on restricted payments, including dividends.
The pollution control and industrial development revenue bonds were issued by
various state and local governmental authorities. Under agreements with these
authorities, the Company has either leased (with nominal value purchase
options) or purchased on an installment basis the facilities constructed with
the funds financed. The Company has the option of redeeming the bonds in whole
or in part at par.
The facility expansion credit line provides for credit of up to $20,000,000
for use in connection with a major facility expansion at the Company's La
Plata, Argentina plant operated by its wholly-owned subsidiary, Copetro S.A.
(Copetro). The loan is secured by the property, plant and equipment of
Copetro, including, upon completion, the assets constructed with the funds
financed. The agreement requires that Copetro satisfy certain financial
ratios and imposes limitations on the payment of dividends.
The Company's revolving credit agreement, which is in effect until December
1998, provides for borrowings, subject to borrowing base limitations, of up
to $15,000,000 (with a $10,000,000 sublimit for letters of credit). The
agreement is secured by substantially all domestic accounts receivable and
inventory of the Company and requires that the Company satisfy certain
financial ratios. At December 31, 1997 and 1996, there were no borrowings
under this credit agreement and outstanding letters of credit were $3,420,000
and $6,153,000, respectively.
The fair market value of the Company's long-term debt obligations approximated
$89,000,000 and $77,400,000 at December 31, 1997 and 1996, respectively.
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. Long-Term Debt (continued)
Maturities of long-term debt, for the succeeding five years and thereafter are
as follows:
Long-Term Capital
Debt Leases Total
-------------------------------
(In thousands)
1998 $ 1,085 $ 334 $ 1,419
1999 3,568 367 3,935
2000 4,768 403 5,171
2001 4,906 442 5,348
2002 2,869 116 2,985
Thereafter 65,156 0 65,156
-------------------------------
$ 82,352 $ 1,662 $84,014
===============================
Interest paid amounted to $7,773,000, $4,989,000, and $1,223,000 for the years
ended December 31, 1997, 1996 and 1995, respectively.
The Company capitalized interest in construction in progress of $808,000 for
the year ended December 31, 1997.
6. Leases
The Company leases various production equipment under capital leases, some of
which contain renewal options and/or options to purchase. Amortization under
capital leases is included in depreciation expense.
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. Leases (continued)
Future minimum payments as of December 31, 1997, by year and in the aggregate,
under capital leases and noncancelable operating leases with initial or
remaining terms of one year or more consist of the following:
Capital Operating
Leases Leases
--------------------
(In thousands)
1998 $ 615 $1,622
1999 615 892
2000 615 857
2001 615 648
2002 154 633
Thereafter 0 2,085
--------------------
Total minimum lease payments 2,614 $6,737
Amounts representing interest (952) ======
------
Present value of net minimum lease payments $1,662
======
Rental expense for all operating leases was $2,770,000, $2,685,000, and
$2,691,000 for the years ended December 31, 1997, 1996 and 1995, respectively.
7. Pension Plans
The Company has various defined benefit retirement plans which cover
substantially all employees. Benefits are based upon the number of years of
service and the employee's compensation under varying formulas. The funding
policy is generally to contribute at least the minimum amount that is
acceptable under federal law for tax purposes. Contributions are intended to
provide not only for benefits attributed to service to date, but also for those
expected to be earned in the future. As of December 31, 1997 the assets of the
plan were invested principally in listed stocks, bonds, money market
certificates and cash.
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. Pension Plans (continued)
Pension expense for the plans included the following:
1997 1996 1995
-------------------------------
(In thousands)
Service cost $ 501 $ 545 $ 481
Interest cost 571 483 411
Actual return on assets (1,595) (889) (905)
Net amortization and deferral 1,010 498 541
-------------------------------
$ 487 $ 637 $ 528
===============================
The following table sets forth the plans' funded status and amounts recognized
in the Company's balance sheets:
1997 1996
--------------------
(In thousands)
Actuarial present value of benefit obligations:
Vested benefit obligation $(6,781) $(5,310)
====================
Accumulated benefit obligation $(7,146) $(5,673)
====================
Projected benefit obligation $(8,538) $(7,041)
Plan assets, at fair value 9,003 6,763
--------------------
Projected benefit obligation less than
(in excess of) plan assets 465 (278)
Unrecognized net gain (542) (45)
Prior service cost 80 (9)
--------------------
Pension asset (liability) recognized
in the balance sheet $ 3 $ (332)
====================
The expected long-term rate of return on plan assets was 9% for 1997, 1996 and
1995. The weighted average discount rate and weighted average rate of increase
in future compensation levels used were 7.5% and 5% for 1997, 8% and 5% for
1996, and 7.25% and 4.25% for 1995.
8. Postretirement Obligations
The Company provides certain health care and life insurance benefits to all
full time employees who satisfy certain eligibility requirements and reach
retirement age while employed by the Company. The Company does not fund these
benefits and accrues for the related cost generally over the employees' service
period.
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. Postretirement Obligations (continued)
Net periodic postretirement benefit cost includes the following components:
1997 1996 1995
------------------------------
(In thousands)
Service cost $204 $198 $196
Interest cost 223 184 175
Amortization of transition obligation 68 68 68
------------------------------
$495 $450 $439
==============================
Postretirement benefit obligations at December 31, 1997 and 1996 were as
follows:
1997 1996
--------------------
(In thousands)
Accumulated Postretirement Benefit Obligation ("APBO"):
Retirees $ (653) $ (544)
Active fully-eligible (1,459) (1,106)
Other active (1,265) (1,145)
--------------------
Total APBO (3,377) (2,795)
Unrecognized net loss 267 50
Unamortized transition obligation 1,020 1,088
-------------------
Accrued postretirement benefit liability $(2,090) $(1,657)
====================
The health care cost trend used in determining the APBO was 6.31% grading down
to 5.0% in three years. That assumption may have a significant effect on the
amounts reported. To illustrate, increasing the assumed trend by 1% for all
years would increase the APBO as of December 31, 1997 by $478,000 and the
service and interest cost components of net periodic postretirement benefit
cost for the year then ended by $71,000.
Assumptions used to develop net periodic postretirement benefit cost and the
actuarial present value of accumulated benefit obligations include the weighted
average rate of increase in future compensation levels and the weighted average
discount rate of 5% and 7.5% for 1997, 5% and 8% for 1996, and 5% and 7.25% for
1995.
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
9. Other Income (Expense)
Other income (expense) consists of the following:
1997 1996 1995
-------------------------------
(In thousands)
Department of Energy refund $ -- $ -- $2,390
Other (49) (772) (279)
-------------------------------
$(49) $(772) $2,111
===============================
10. Income Taxes
The Company was included in the consolidated federal income tax return of
Horsehead through December 20, 1995. Income taxes have been provided in the
Company's 1995 statement of operations as if the Company was a separate taxable
entity.
Components of the Company's deferred tax liabilities and assets are as follows:
1997 1996
--------------------
(In thousands)
Deferred tax liabilities:
Book over tax depreciable basis $4,460 $ 3,601
Other - net 2,315 605
--------------------
Total deferred tax liabilities 6,775 4,206
Deferred tax assets:
Accrued liabilities 1,571 1,333
Other - net 390 319
--------------------
Total deferred tax assets 1,961 1,652
--------------------
Net deferred tax liability $4,814 $ 2,554
====================
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. Income Taxes (continued)
The differences between tax expense computed at the statutory federal income
tax rate and actual tax expense are as follows:
1997 1996 1995
-------------------------------
(In thousands)
Tax expense at statutory rates applied
to pretax earnings $12,143 $14,947 $7,508
State income tax, net of federal tax effects 1,020 1,029 428
Tax exempt earnings (938) (480) (371)
Effects of foreign operations (91) (657) 45
Other 557 309 23
-------------------------------
$12,691 $15,148 $7,633
===============================
Income taxes consist of the following:
1997 1996 1995
------------------------------
(In thousands)
Current:
Federal $ 7,229 $ 9,252 $ 1,934
State 1,481 1,465 240
Foreign 2,852 3,969 1,278
------------------------------
11,562 14,686 3,452
Deferred:
Federal 1,001 564 3,763
State 88 118 418
Foreign 40 (220) --
------------------------------
1,129 462 4,181
------------------------------
Total $12,691 $15,148 $7,633
==============================
Income taxes paid were approximately $12,485,000, $13,723,000 and $161,000
in 1997, 1996 and 1995, respectively.
U.S. income taxes have not been provided on the undistributed earnings of
Copetro ($23,415,000 as of December 31, 1997) because such earnings are
expected to be reinvested. Upon distribution of those earnings, the Company
would be subject to U.S. income taxes (subject to an adjustment for foreign
tax credits and withholding taxes, if any).
Great Lakes Carbon Corporation and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. Income Taxes (continued)
Income before income taxes attributable to domestic operations (which included
results from export sales) was $25,723,000, $30,601,000 and $16,356,000 for
the years ended December 31, 1997, 1996 and 1995, respectively, while income
before income taxes attributable to foreign operations was $8,952,000,
$12,106,000 and $5,095,000 for the years ended December 31, 1997, 1996 and
1995, respectively.
11. Operations by Geographic Area
The following is a summary of the Company's operations by geographic area:
1997 1996 1995
-------------------------------
(In thousands)
Net Sales
United States $189,730 $197,296 $146,819
Foreign 42,181 45,448 31,809
-------------------------------
$231,911 $242,744 $178,628
===============================
Operating income
United States $ 32,358 $ 38,266 $ 21,841
Foreign 8,653 12,786 4,912
-------------------------------
$ 41,011 $ 51,052 $ 26,753
===============================
Assets
United States $125,448 $114,864 $ 90,153
Foreign 49,463 34,041 23,777
-------------------------------
$174,911 $148,905 $113,930
===============================
Exports of U.S. produced products were approximately $104,826,000, $111,482,000
and $87,287,000 for the years ended December 31, 1997, 1996 and 1995,
respectively. Export sales as a percentage of United States net sales
represented 22.9%, 23.0% and 25.6% to Western Europe in 1997, 1996 and 1995,
respectively, and 18.9%, 18.8% and 11.1% to Africa in 1997, 1996 and 1995,
respectively. The Company's foreign operations are conducted principally in
South America.
12. Litigation and Contingencies
The Company is a party to several proceedings which are in various stages of
resolution. Management of the Company, after discussion with legal counsel, is
of the opinion that the ultimate resolution of these matters will not have a
material effect upon the financial condition of the Company.