EX-99.3 4 dex993.txt PRO FORMA FINANCIAL INFORMATION EXHIBIT 99.3 PRO FORMA FINANCIAL INFORMATION Effective June 30, 2001, ChemFirst Inc. sold its custom and fine chemicals business to Albemarle Corporation in an all cash transaction valued at $78,850,000, subject to working capital adjustments. The pro forma condensed financial statements of ChemFirst Inc. reflecting the disposition and exiting of fine chemical operations are shown below. The pro forma condensed balance sheet of ChemFirst Inc. as of March 31, 2001, is presented as if the transaction had occurred on March 31, 2001. The pro forma condensed consolidated statement of operations of ChemFirst Inc. for the year ended December 31, 2001 and the three months ended March 31,2001 have been presented as if the transaction occurred on January 1, 2000 and January 1, 2001, respectively. ChemFirst Inc. Pro Forma Consolidated Balance Sheets (Unaudited) (In Thousands of Dollars)
Historical Adjusted March 31, Pro forma March 31, 2001 adjustments 2001 ----------------- ------------------- --------------- Assets: Current assets Cash and cash equivalents $ 6,144 (1) 83,033 48,177 (2) (41,000) Accounts receivable 52,136 (3) (13,064) 39,072 Inventories 87,928 (3) (32,840) 55,088 Other current assets 10,271 (3) (3,903) 6,368 -------- -------- -------- Total current assets 156,479 (7,774) 148,705 -------- -------- -------- Investments and other assets 17,811 (3) (2,269) 15,542 Property, plant and equipment, net 214,537 (3) (61,445) 153,092 -------- -------- -------- Total assets $388,827 (71,488) 317,339 ======== ======== ======== Liabilities and Stockholders' Equity: Current liabilities Payables $ 35,598 (3) (5,584) 30,014 Accrued expenses and other current liabilities 15,998 (3) (2,627) 18,585 (4) 5,214 -------- -------- -------- Total current liabilities 51,596 (2,997) 48,599 -------- -------- -------- Long-term debt 45,556 (2) (41,000) 4,556 Other long-term liabilities 52,477 52,477 Stockholders' equity 239,198 (5) (27,491) 211,707 -------- -------- -------- $388,827 (71,488) 317,339 ======== ======== ========
Notes: --------------------------------------------------------- (1) Cash proceeds from the sale. (2) To reflect use of proceeds to retire senior debt and outstanding indebtedness under bank credit facility. (3) To remove historic carrying value of the custom and fine chemicals business. (4) Accruals related to transaction for severance, site closure, prepayment of debt penalty, waste disposal, legal costs and other items. (5) The disposition of the custom and fine chemicals business will result in a pretax loss of $27,491 (net loss of $17,319), reflecting net cash proceeds of $83,033, as described in note (1) above, less the carrying value of the custom and fine chemicals net assets of $105,310 as reflected in note (3) and accrued expenses of $5,214 in note (4). ChemFirst Inc. Pro Forma Consolidated Statements of Operations (Unaudited) Fiscal year ended December 31, 2000 and three months ended March 31, 2001
Historical Pro forma Historical 3 Months 3 Months Year Ended Pro forma Ended Ended December 31, Pro forma December 31, March 31, Pro forma March 31, 2000 adjustments 2000 2001 adjustments 2001 ------------ ----------- ----------- ---------- ----------- ---------- Sales $383,879 (1) (70,352) 313,527 91,674 (1) (17,018) 74,656 Cost of sales 288,202 (1) (60,103) 228,099 69,564 (1) (13,610) 55,954 -------- ------- ------- ------ ------- ------- Gross margin 95,677 (10,249) 85,428 22,110 (3,408) 18,702 General, selling and administrative expenses 58,599 (1) (12,433) 46,166 14,643 (1) (1,912) 12,731 Other operating income (expense), net 1,560 (1) (152) 1,408 2,600 (1) 62 2,538 Loss on disposal and costs to exit fine chemicals business - (2) (33,840) (33,840) - (2) (29,283) (29,283) -------- ------- ------- ------ ------- ------- Operating earnings (loss) 38,638 (31,808) 6,830 10,067 (30,841) (20,774) Interest income 438 - 438 50 - 50 Interest expense 2,766 (3) (1,986) 780 839 (3) (645) 194 Other income (expense), net (143) - (143) (39) - (39) -------- ------- ------- ------ ------- ------- Earnings (loss) from continuing operations before income taxes (benefit) 36,167 (29,822) 6,345 9,239 (30,196) (20,957) Income tax expense (benefit) 13,563 (3) 735 3,424 3,464 (3) 239 (7,488) (1) 1,647 (1) (356) (2) (12,521) (2) (10,835) -------- ------- ------- ------ ------- ------- Earnings (loss) from continuing operations $ 22,604 (19,683) 2,921 5,775 (19,244) (13,469) ======== ======= ======= ====== ======= ======= Earnings (loss) from continuing operations per common share, assuming dilution $ 1.43 0.18 0.40 (0.94) ======== ======= ====== ======= Average shares outstanding, assuming dilution 15,796 15,796 14,359 14,359
Notes: ------ (1) To remove historic operating results of custom and fine chemicals business. (2) To record pretax loss on disposal and tax effect related to sale and exiting custom and fine chemicals business as if transaction occurred at beginning of each pro forma adjusted period. (3) To remove interest expense for fiscal year 2000 and the three months ended March 31, 2001, respectively, related to retired indebtedness and increase tax provision at 37%.